The Board of Directors met on 28 April 2026 notably for the purpose of setting the objectives of Rajesh Krishnamurthy, Chief Executive Officer, in respect of:
- annual variable compensation received with regard to financial year 2026;
- the exceptional grant of performance share rights (retention bonus).
These decisions are subject to the approval of the compensation policy submitted for a vote at the Shareholders’ General Meeting of 20 May 2026.
Targets associated with variable compensation received by Rajesh Krishnamurthy with respect to financial year 2026:
After considering the Compensation Committee’s recommendations, the Board of Directors of Sopra Steria Group made various decisions regarding the structure of annual variable compensation, including the following:
| Criteria | Type | Potential amount as % of AVC[1] | Potential amount in € at target | Potential amount in € at cap |
|---|
| Consolidated operating margin on business activity | quantifiable | 30.0% | €330,000 | €605,000 |
| Consolidated revenue growth | quantifiable | 30.0% | €330,000 | €605,000 |
| CSR – Social - Target for increasing the proportion of women in senior Group management positions | quantifiable | 5.0% | €55,000 | €55,000 |
| CSR – Social – Reduction in Group greenhouse gas emissions | quantifiable | 5.0% | €55,000 | €55,000 |
| Qualitative criteria defined precisely and aligned with the strategy, organisation and/or performance of the company officer | qualitatif | 30.0% | €330,000 | €330,000 |
| Total | | 100.0% | €1,100,000 | €1,650,000 |
| (1)AVC: Annual variable compensation
|
The objectives comprise a threshold, from which variable compensation starts to be paid (0% at threshold), a target which, if achieved, triggers the payment of 100% of the variable compensation and, finally, for financial performance objectives only, a cap. Calculation between the threshold and the target, and between the target and the cap, is linear.
Outperformance, capped at 150% of the variable compensation amount at target, is possible only if the targets for both quantifiable financial performance objectives are achieved (no compensation between objectives is possible).
The values of the quantifiable financial performance objectives are not disclosed ex ante in order to avoid interfering with financial communication. They were set with a view to being both demanding and incentivising. They are intended to promote the achievement and, where possible, the outperformance of the Group’s objectives.
With regard to the quantifiable objectives relating to CSR performance, the Board of Directors has selected:
- continued growth in the proportion of women in the Group’s senior management, defined as the two highest management levels, in line with previous years;
- a criterion relating to the reduction of the Group’s total greenhouse gas emissions (Scopes 1, 2 and 3).
The CSR performance objectives set for the 2026 financial year are as follows:
| Criteria | Threshold | Target |
| Proportion of women in senior Group management positions | 21.8% | 22.9% |
| CSR – Environment – Reduction in Group greenhouse gas emissions | -1.0% | -2.0% |
The qualitative objectives were defined precisely, in line with the Group’s strategy and transformation needs, from both a short‑ and medium‑term perspective.
The five qualitative objectives, all carrying equal weighting, are intended to recognise the Chief Executive Officer’s assumption of duties and the establishment of a collective to support him in the transformation of the Group. They also emphasise operational priorities and organisational developments, as well as the role of the Chief Executive Officer in strategic governance.
Exceptional grant of performance share rights (retention bonus)
At the same meeting, the Board of Directors confirmed the exceptional grant of 5,000 Sopra Steria Group performance share rights with a five‑year horizon and approved the performance measurement methodology. This plan is intended to align the interests of Mr Rajesh Krishnamurthy with those of the shareholders.
The performance condition is based on the relative performance of the Sopra Steria Group share compared with a basket of shares of comparable companies and relevant stock market indices over an uninterrupted five‑year period (2026–2030).
These performance share rights will be forfeited in the event of departure or a change in duties before the end of the vesting period, i.e. 28 February 2031.