5 Corporate governance Compensation of the management and governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 195 Compensation components paid during the 2021 fiscal year or granted in respect of that year to Mr. Pierre-André de Chalendar, Chairman and Chief executive officer from January 1, 2021 to June 30, 2021 (Article L.22-10-34 of the French Commercial Code) (Say on Payex post) Compensation components submitted to vote Amounts paid or granted or book value submitted to vote (in EUR) Description Annual variable compensation Amount due: €1,012,350(1) (Board of Directors meeting of February 24, 2022) On February 25, 2021, on the proposal of the Nomination and Remuneration Committee, the Board of Directors decided to maintain the cap on the amount of the variable portion of the compensation of Mr. Pierre-André de Chalendar as Chairman and Chief executive officer unchanged for the 2021 fiscal year at 170% of the fixed portion of his compensation, and set the quantifiable and qualitative objectives detailed below determining, up to a limit of 2/3 and 1/3 respectively, the variable portion of his compensation (cap and structure unchanged since 2014). Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its February 24, 2022 meeting, determined Mr. Pierre-André de Chalendar’s variable compensation as Chairman and Chief executive officer as follows, taking into account the extent to which the objectives outlined below have been achieved: the portion of the variable compensation based on the fulfillment of the four ■ quantifiable objectives (return on capital employed (ROCE), Group operating income, Group recurring earnings per share and free cash flow) amounted to €680,000, which corresponds to an achievement rate against the Target of 143% (the completion rate of the various quantifiable objectives is presented in Chapter 5, Section 2.2.2.2); the portion of the variable compensation based on the fulfillment of the four qualitative ■ objectives (development of a new strategic plan (including a divestment and acquisition component and a digital component), as well as its presentation to investors, implementation of the corporate social responsibility policy, harmonious development of the Group’s new governance and human resources management in the context of a return to normal after the Covid-19 crisis) amounted to €332,350 corresponding to a percentage of completion of the qualitative objectives of 97.8% (see Chapter 5, Section 2.2.2.2). Variable portion of the compensation of Mr. Pierre-André de Chalendar as Chairman and Chief executive officer totaled €1,012,350 for 2021, which corresponds to an achievement rate of 99.3%. The targets for the variable portion of compensation are demanding, as evidenced by the achievment rates for the last three fiscal years: 75.3% in 2019, 62.9% in 2020 and 99.3% in 2021. In all, Mr. Pierre-André de Chalendar’s total compensation for fiscal year 2021 (fixed and variable) as Chairman and Chief executive officer (period from January 1 to June 30, 2021) amounted to €1,612,350. On an annualized basis, this total compensation was up by 34.6% compared to 2020 (after reduction caused by Covid-19). Excluding any reduction, this total compensation would have been up by 29.9%. Pursuant to the law, payment of the annual variable compensation is subject to the approval of the Ordinary Shareholders’ Meeting of June 2, 2022. As a reminder, the annual variable compensation paid in 2021 in respect of the 2020 fiscal year to Mr. Pierre-André de Chalendar for his term of office as Chairman and Chief executive officer amounted to €1,283,350, as approved by the Ordinary Shareholders’ Meeting of June 3, 2021 (9th Resolution). Deferred variable compensation None Mr. Pierre-André de Chalendar has not been granted any deferred variable compensation. Multi-year variable compensation None Mr. Pierre-André de Chalendar has not been granted any multi-year variable compensation. Exceptional compensation None Mr. Pierre-André de Chalendar has not been granted any exceptional compensation. Long-term compensation None No long term compensation was awarded to M. Pierre-André de Chalendar in 2021. Compensation in respect of the Director’s term of office None Mr. Pierre-André de Chalendar does not receive any compensation for his term of office as Director of Compagnie de Saint-Gobain. In-kind benefits €1,837 (book value) Mr. Pierre-André de Chalendar has use of a company car. Compensation for loss of office None See the heading "Compensation for loss of office" in Chapter 5, Section 2.2.4.1, p. 185 of the Company's 2020 universal registration document. No severance payment was paid to Mr. Pierre-André de Chalendar, who decided to exercise his pension rights under the “SGPM” defined-benefit supplementary pension plan of which he was a beneficiary in his capacity as Chairman and Chief executive officer, as of July 1, 2021. Non-compete indemnity None See the heading "Non-compete indemnity" in Chapter 5, Section 2.2.4.1, p. 186 of the Company's 2020 universal registration document. No non-compete indemnity was paid to Mr. Pierre-André de Chalendar, who decided to exercise his pension rights under the “SGPM” defined-benefit supplementary pension plan, of which he was a beneficiary in his position as Chairman and Chief executive officer, as of July 1, 2021.
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