5 Corporate governance Compensation of the management and governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 197 Compensation components paid in 2021 or granted in respect of that fiscal year to Mr. Benoit Bazin, Chief operating officer from January 1, 2021 to June 30, 2021 (Article L.22-10-34 II of the French Commercial Code) (Say on Pay ex post) Compensation components submitted to vote Amounts paid or granted or book value submitted to vote (inEUR) Description Annual variable compensation Amount due: €558,281 (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 increase the cap of the annual variable portion of the Chief operating officer’s compensation from 120% to 150% of the fixed portion of his compensation (as initially decided by the Board on February 27, 2020 before cancelling this decision, on the proposal of the Chief operating officer, on April 23, 2020 due to the occurrence of the Covid-19 pandemic: indeed, as from the beginning of 2020, the Board of Directors noted the successful implementation by the Chief operating officer of the Transform & Grow plan, that the targets set had been satisfied or exceeded, and the efficient and sustainable implementation of the new organization). This level of annual variable compensation is at the median of the benchmark of similar large companies in terms of sales, workforce and international scope of operations. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its February 24, 2022 meeting, determined Mr. Benoit Bazin’s variable compensation as follows, taking into account the extent to which the objectives outlined below have been attained: 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 €375,000, 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 disposal 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 €183,281 which corresponds to an achievement rate of the qualitative objectives of 97.8% (see Chapter 5, Section 2.2.2.2). Variable portion of the compensation of Mr. Benoit Bazin as Chief operating officer (period from January 1, to June 30, 2021) totaled €558,281 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 achievement rates for the last three fiscal years: 75.3% in 2019, 62.9% in 2020 and 99.3% in 2021. In all, Mr. Benoit Bazin’s total compensation for fiscal year 2021 (fixed and variable) as Chief operating officer (period from January 1 to June 30, 2021) amounted to €933,281. On an annualized basis, this total compensation was up by 48% compared to 2020 (after reduction caused by Covid-19). Excluding any reduction, this total compensation would have been up by 28%. 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 for the 2020 fiscal year to Mr. Benoit Bazin as Chief operating officer amounted to €566,184, as approved by the Ordinary Shareholders’ Meeting of June 3, 2021 (10th Resolution). Deferred variable compensation None Mr. Benoit Bazin has not been granted any deferred variable compensation. Multi-year variable compensation None Mr. Benoit Bazin has not been granted any multi-year variable compensation. Exceptional compensation None Mr. Benoit Bazin has not been granted any exceptional compensation. Long-term compensation None No long-term compensation was awarded to Mr. Benoit Bazin as Chief operating officer in 2021. Compensation in respect of the Director’s term of office None Mr. Benoit Bazin does not receive any compensation in respect of the fiscal year for serving as a Director of Compagnie de Saint-Gobain. In-kind benefits €1,075 (accounting valuation) Mr. Benoit Bazin has use of a company car. Severance indemnity None See the heading "Severance indemnity" in Chapter 5, Section 2.2.4.2, p. 191 of the Company's 2020 universal registration document. Non-compete indemnity None See the heading "Non-compete indemnity" in Chapter 5, Section 2.2.4.2, p. 192 of the Company's 2020 universal registration document. Supplementary pension arrangements None See the heading "Supplementary pension arrangements" in Chapter 5, Section 2.2.4.2, p. 193 of the Company's 2020 universal registration document. The amounts paid or allocated to Mr. Benoit Bazin as Chief operating officer for the 2021 fiscal year were calculated on a pro rata basis from January 1, (1) 2021 to June 30, 2021.
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