Invitation to our General Meeting 2022

Remuneration of corporate officers

1.2. THE REMUNERATION POLICY OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (CONCERNING MR BENOÎT POTIER FOR THE PERIOD RUNNING FROM JANUARY 1, 2022, TO MAY 31, 2022)

The structure of the fixed remuneration and that of the annual variable remuneration of the Chairman and Chief Executive Officer, Mr Benoît Potier, until the end of his term of office as Chief Executive Officer scheduled for May 31, 2022 will be identical to 2021. Mr Benoît Potier has no employment contract with the Group.

  • The annual fixed remuneration will be for Mr Benoît Potier an annual amount of 1,325,000 euros. For 2022, his remuneration will be prorated for the period from January 1 to May 31, 2022 (i.e. 552,083 euros). This represents 40% of his 2022 total target remuneration.
  • The 2022 target variable remuneration of Mr Benoît Potier represents 60% of the 2022 total target remuneration and is drawn up as follows:
  Target Maximum
Indicator As a % of the
fixed remuneration		 As a % based on 100 As a % of
the fixed
remuneration 		As a %
based on
100
FINANCIAL CRITERIA (QUANTIFIABLE) including: 105 70 122 73
Recurring EPS 75 50 87 52
Revenue 30 20 35 21
PERSONAL CRITERIA (QUALITATIVE) including: 45 30 45 27
CSR 15 10 15 9
Organization/Human Resources 15 10 15 9
Individual performance 15 10 15 9
TOTAL (financial and personal criteria) 150 100 167 100
  • Mr Benoît Potier will receive no LTI grant in 2022.
  • Long-term commitments:
    • Mr Benoît Potier benefits from supplementary pension schemes set up by L’Air Liquide S.A.: a collective pension insurance contract with individual and optional subscription (subject to performance conditions) and a defined contribution pension plan (PERO) which applies to all the employees and the Executive Officers. He also benefits from a collective life insurance plan, and a additional death and disability benefits plan covering all the personnel.
    • Under certain circumstances, Mr Benoît Potier benefits from an indemnity in the event of termination of duties on the initiative of the Company, subject to performance conditions calculated over a three-year period and on the basis of the gap between the ROCE and the WACC, whose amount (limited to 24 months of gross fixed and variable remuneration) decreases gradually as the Chairman and Chief Executive Officer approaches the age limit defined in the Company’s articles of association.
  • The benefits in kind include the use of a company car as well as contributions to the unemployment insurance for company managers and corporate officers.