05/22/2024 - Elements relating to the Chief Executive Officer's compensation
Information relating to the compensation of the Chief Executive Officer
Board of Directors of May 22, 2024
Pursuant to the authorization of the Shareholders’ General Meeting held on May 24, 2023 to grant free shares to employees or executive officers of Dassault Systèmes SE, and in accordance with the compensation policy for corporate officers approved by the Shareholders’ General Meeting of May 22, 2024, the Board of Directors of Dassault Systèmes SE, during its meeting held on May 22, 2024, decided, based on recommendation from the Compensation and Nomination Committee, to grant 450,000 performance shares to Mr. Pascal Daloz, Chief Executive Officer.
The shares will be acquired by the Chief Executive Officer on May 24, 2027, subject, in accordance with the AFEP-MEDEF Code, to the fulfillment of a presence condition and a performance condition.
Such performance condition relies on two criteria:
- the non-IFRS EPS’ growth achieved in 2026 compared to the non-IFRS EPS achieved in 2023, neutralized from currency effects. The growth objective has been set by the Board in coherence with the growth rate included in the multi-year objectives of the financial plan for the next five years published by Dassault Systèmes during its Capital Markets Day on June 9, 2023. This criteria represents 80% of the criteria total weight;
- an ESG multi-criteria indicator, described in page 299 of the 2023 Universal registration document, filed at the Autorités des marchés financiers on March 18, 2024 (“2023 URD”), representing 20% of the criteria total weight.
No performance share shall be acquired by the Chief Executive Officer if the level of achievement of the objectives for each of these criteria is below the minimum levels set by the Board. These minimum levels and the corresponding payout levels are described page 299 of the 2023 URD. In case of outperformance, the number of shares acquired is capped at 100%.
These presence and performance conditions are identical to those applicable to the vast majority of employees who are beneficiaries of performance shares granted on the same day.
In accordance with the AFEP-MEDEF Code and AMF recommendations, the Board held on May 22, 2024 has decided that Mr. Pascal Daloz shall keep at least 15% of the granted shares, this percentage being calculated after deduction of the number of shares which would be necessary to sell to pay taxes, social charges and expenses related to the sale of the total number of vested performance shares.
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