At its meeting of Wednesday, 26 February 2025, after considering the Compensation Committee’s recommendations, the Board of Directors of Sopra Steria Group made various decisions regarding the compensation received by the Chief Executive Officer,
Cyril Malargé, including the following:
- With respect to financial year 2024, the Board of Directors of Sopra Steria Group recognised the extent of achievement of the targets associated with AVC (annual variable compensation):
| Criterion | Type | Potential amount as % of AVC 1
| Potential amount in € | Threshold | Target | Achieved | Amount awarded in € |
| Consolidated operating margin on business activity | Quantifiable | 40,0% | 120,000€ | 9.5% | 10% | 9.8% | 72,000€ |
| Consolidated revenue growth | Quantifiable | 20,0% | 60,000€ | 2.4% | 4.4% | -0.5% | - |
| Target for increasing the proportion of women in senior management positions | Quantifiable | 5,0% | 15,000€ | 20.1% | 21.0% | 21.4% | 15,000€ |
| Climate target 1: Reduction of energy consumption in offices / 2023 | Quantifiable | 2,5% | 7,500€ | -0.3% | -5.0% | 21% | - |
| Climate target 2: Reduction in Scope 3 greenhouse gas emissions / 2019 | Qualitative | 2,5% | 7,500€ | -13% | -17% | -24% | 7,500€ |
| Qualitative targets associated with Executive Management’s priorities in three areas: integration of acquired companies; transformation approach; reinforcing the Group’s management capabilities | Qualitatif | 30,0% | 90,000€ | NA | NA | Targets partially achieved | 45,000€ |
| Total | | 100,0% | 300,000€ | | | | 139,500€ |
[1] AVC: Annual variable compensation
Consequently, the Board of Directors approved the total of €139,500. In addition, the Board decided to grant an extraordinary bonus of €100,000, bringing the total variable compensation to €239,500. This decision was made to reflect the
success of the sale of most of the activities of Sopra Banking Software to 74Software. Sopra Steria managed this exceptional project to refocus the company on digital services and solutions while dealing with the challenges of an economic context
that was less favourable than expected.
Note:
- Performance criteria were applied as anticipated at the time they were determined on 2 April 2024. No compensation is due at the threshold; the amount due is calculated on a linear basis between the threshold and the target.
- Total compensation is in keeping with the compensation policy and contributes to the Company’s long-term performance. It provides an incentive to drive profitable growth based on shifting the Group’s services towards higher-value offerings
and taking into account the environmental and social impacts of its activities.
- Qualitative targets aimed to incentivise the Chief Executive Officer to focus his efforts on priorities arising from the strategic plan and on operational organisation.
- With respect to financial year 2025, the Board of Directors also decided, on the recommendation of the Compensation Committee, to increase the Chief Executive Officer’s annual fixed compensation to €600,000 with effect
from 1 July 2025. This decision follows a prior commitment to review made following a change in Group scope due to the success of significant external growth operations. It takes into account external and internal comparisons, and also the experience
gained by Cyril Malargé since he assumed his duties.
- Lastly, with respect to the compensation policy for the Chief Executive Officer, the Board of Directors decided to:
- introduce a principle reducing the rights to performance shares should the term of office expire before the end of the plan, to take into account the position expressed by certain shareholders;
- review, in 2026, the balance between fixed compensation and variable compensation based on achieved objectives.
The modification of the compensation policy and the remuneration items paid or allotted in respect of the 2024 financial year will be submitted for approval to the General Meeting of Shareholders on May 21st, 2025.