Klépierre: COMPONENTS OF JEAN-MARC JESTIN’S AND
STÉPHANE TORTAJADA’S COMPENSATION
REGULATORY RELEASE
COMPONENTS OFJEAN-MARC JESTIN’S AND
STÉPHANE TORTAJADA’S COMPENSATION
Paris, May 25, 2022
Based on a recommendation by the Nomination and
Compensation Committee, Klépierre SA’s Supervisory Board decided at
its May 24, 2022, meeting that the company’s Executive Board shall
be composed as follows for a three-year period starting on June 22,
2022:
- Jean-Marc Jestin, re-appointed as
member and Chairman of the Executive Board; and
- Stéphane Tortajada, appointed as
member of the Executive Board, in charge of the Finance
Department.
Pursuant to the AFEP-MEDEF Code, the components
of Jean-Marc Jestin’s and Stéphane Tortajada’s compensation, as
determined by the Supervisory Board of Klépierre SA on May 24, 2022
under the compensation policy set out in section 6.2.2 of Klépierre
SA’s 2021 Universal Registration Document, are described below.
COMPENSATION OF JEAN-MARC
JESTIN
Fixed compensation for 2022
Jean-Marc Jestin’s fixed compensation in respect
of fiscal year 2022 will be:
- €750,000 payable on a pro rata
basis for the period from January 1, 2022 to June 21, 2022;
and
- €825,000 payable on a pro rata
basis for the period from June 22, 2022 to December 31, 2022.
Short-term variable compensation for 2022
Jean-Marc Jestin’s short-term variable
compensation for 2022 will be decided based on his performance as
member and Chairman of the Executive Board, as part of the
compensation review process to be conducted in early 2023 for the
period from January 1, 2022 to December 31, 2022.His short-term
variable compensation will be based on a quantitative and a
qualitative component, as described on page 281 of Klépierre SA’s
2021 Universal Registration Document.
Long-term variable compensation for 2022
In accordance with the terms and conditions of
the authorization granted by the General Meeting of Shareholders
held on April 26, 2022, the rules of the plan to be implemented in
2022 for Chairman and other members of the Executive Board will
include a three-year vesting period, followed by an assessment of
whether the service condition and performance criteria have been
fulfilled. The conditions used to determine the vesting of
performance shares granted in 2022 are set out on pages 283 and 284
of Klépierre SA’s 2021 Universal Registration Document.
Other components of compensation
The other components of compensation to which
Jean-Marc Jestin is entitled for fiscal year 2022 are set out on
pages 285 and 286 of Klépierre SA’s 2021 Universal Registration
Document.
COMPENSATION OF
STÉPHANE TORTAJADA
Fixed compensation for 2022
Stéphane Tortajada’s fixed compensation for
fiscal year 2022 will be €450,000, with effect from the date of his
appointment, payable on a pro rata basis for the period from
June 22, 2022 to December 31, 2022.
Short-term variable compensation for 2022
Stéphane Tortajada’s short-term variable
compensation for fiscal year 2022 will be decided based on his
performance as Chief Financial Officer, as part of the compensation
review process to be conducted in early 2023 for the period from
June 22, 2022 to December 31, 2022.His short-term variable
compensation from this period onwards will be based on the same
structure as that applicable to the other members of the Executive
Board, i.e., including a quantitative and a qualitative component,
as follows:
|
QUANTITATIVE COMPONENT |
|
Weighting |
Description |
|
Capped at 100% of fixed annual compensation(i.e., 66.7% of the
maximum total short-term variable compensation) |
Net current cash flow guidance as disclosed to the markets at the
beginning of the year. Achieving the target net current cash flow
per share announced by Klépierre as guidance to the market grants
entitlement to 60% of the fixed annual compensation. In addition, a
performance floor has been set at 95% of the target. |
|
QUALITATIVE COMPONENT |
|
Weighting |
Description |
|
Capped at 50% of fixed annual compensation(i.e., 33.3% of the
maximum total short-term variable compensation) |
The qualitative portion of variable compensation is measured by
applying several criteria and for 2022 is based around the
following topics:
- Management of financial
transactions and improvement in the Group’s profitability;
- Management of tax risks;
- Management of the audit function;
and
- Investor relations.
|
The overall short-term variable compensation
paid to Stéphane Tortajada will be capped at 150% of his fixed
annual compensation.In accordance with Article L. 22-10-34 II,
paragraph 2 of the French Commercial Code (Code de commerce), the
annual variable compensation due for fiscal year 2022 may only be
paid after the Ordinary General Meeting of Klépierre SA’s
shareholders to be called in 2023 to approve the 2022 financial
statements, with payment contingent on its approval by that
Meeting.
Long-term variable compensation for 2022
In accordance with the terms and conditions of
the authorization granted by the General Meeting of Shareholders
held on April 26, 2022, the rules of the plan to be implemented in
2022 for members of the Executive Board will include a three-year
vesting period, followed by an assessment of whether the service
condition and performance criteria have been fulfilled. The
conditions used to determine the vesting of performance shares
granted in 2022 are set out on pages 283 and 284 of Klépierre SA’s
2021 Universal Registration Document.As for all members of the
Executive Board, the annual allotments made to Stéphane Tortajada
would not represent more than 100% of his short-term
compensation.Furthermore, in accordance with Article L. 225-197-1
of the French Commercial Code as set out in the AFEP-MEDEF Code,
Stéphane Tortajada would be required to hold in registered form a
number of shares equivalent to 50% of the gain on vested shares net
of tax and expenses as calculated on delivery of the shares until
the end of his term of office.In accordance with the AFEP-MEDEF
Code, Stéphane Tortajada will undertake not to enter into hedging
transactions until the end of the lock-up period imposed by the
performance share plans.
Other components of compensation
Employment contract and severance package
Stéphane Tortajada will not hold an employment
contract with Klépierre SA or any other entity belonging to the
Klépierre Group.In the event of forced departure from Klépierre,
Stéphane Tortajada may be entitled to receive a severance payment
in an initial amount of one year’s annual compensation, calculated
by reference to the fixed compensation (gross) as of the last day
of his term of office and the most recent (gross) short-term
variable compensation paid as at the date of termination, it being
specified that this initial amount will increase on a linear basis
according to Stéphane Tortajada’s length of service as a corporate
officer (on a basis of one month for each additional year of
service with effect from January 1, 2023) and up to a
maximum of two years’ compensation, in accordance with the
AFEP-MEDEF Code.Payment of this severance package is subject to
fulfillment of the performance conditions set out on page 285 of
Klépierre SA’s 2021 Universal Registration Document.
Extraordinary compensation
No extraordinary compensation will be paid to
Stéphane Tortajada in respect of fiscal year 2022.
Other benefits
Stéphane Tortajada is entitled to:
- The same benefits plan as other
employees in France;
- Unemployment insurance subscribed
with GSC;
- The material resources necessary
for the performance of his term of office;
- Upon presentation of supporting
documents, the reimbursement of business travel and expenses
incurred in the performance of his duties.
Compensation in respect of offices held within the Group
Stéphane Tortajada will not receive any
compensation for his offices in the various entities belonging to
the Group (other than Klépierre SA).
Deferred variable compensation or multi-annual variable
compensation
None.
Defined benefit or defined contribution pension plan
There are no defined benefit or defined
contribution pension plans. The members of the Executive Board
qualify for the same supplementary pension plan as other managers
in the Group of which Klépierre SA is a part.
| INVESTOR
RELATIONSCONTACTS |
MEDIA
CONTACTS |
|
Arnaud Courtial, Group Head of IR and FinancialCommunication+33
(0)6 74 57 35 12 — arnaud.courtial@klepierre.comPaul Logerot, IR
Manager +33 (0)7 50 66 05 63 — paul.logerot@klepierre.comJulia
Croissant, IR Officer+33 (0)7 88 77 40 37 —
julia.croissant@klepierre.com |
Hélène Salmon, Group Head of Corporate and Internal
Communications+33 (0)1 40 67 55 16 –
helene.salmon@klepierre.comWandrille Clermontel, Taddeo+33 (0)6 33
05 48 50 – teamklepierre@taddeo.fr |
ABOUT KLÉPIERRE
Klépierre is the European leader in shopping
malls, combining property development and asset management skills.
The Company’s portfolio is valued at €21.5 billion at June 30,
2021, and comprises large shopping centers in more than
10 countries in Continental Europe which together host
hundreds of millions of visitors per year. Klépierre holds a
controlling stake in Steen & Strøm (56.1%), Scandinavia’s
number one shopping center owner and manager. Klépierre is a French
REIT (SIIC) listed on Euronext Paris and is included in the CAC
Next 20 and EPRA Euro Zone Indexes. It is also included in ethical
indexes, such as Euronext CAC 40 ESG, MSCI Europe ESG Leaders,
FTSE4Good, Euronext Vigeo Europe 120, and features in CDP’s
“A-list”. These distinctions underscore the Group’s commitment to a
proactive sustainable development policy and its global leadership
in the fight against climate change. For more information, please
visit the newsroom on our website: www.klepierre.com
- PR - JMJ et ST - Eléments de rémunération
Grafico Azioni Klepierre (EU:LI)
Storico
Da Nov 2023 a Dic 2023
Grafico Azioni Klepierre (EU:LI)
Storico
Da Dic 2022 a Dic 2023
