EUROAPI-Remuneration CEO March 2024

Compensation information of Ludwig de Mot as Chief Executive Officer of EUROAPI and Viviane Monges as Chair of the Board of Directors

 

Compensation of the Chief Executive Officer

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting on February 28, 2024, took the following decisions regarding the remuneration of Mr. Ludwig de Mot:
The compensation proposal has been decided in accordance with the 2023 compensation policy voted at the Shareholders' Meeting of May 11, 2023.

Annual Fixed Compensation
The Board of Directors, upon the recommendation of the Nomination and Remunerations Committee, has decided that the Annual base salary of the Chief Executive Officer will be €517,000 as of his appointment, effective March 1st 2024.

Annual Variable Compensation
The Board of Directors has decided that the target of Ludwig de Mot's short-term variable compensation will be at 60% his annual base salary and may be up to 90% of the salary, subject to achieving Company’s and/or individual performance metrics. Collective part will represent 50% of the total bonus, the balance being defined by individual objectives.
The collective objectives for 2024 have been defined as follows based on the 2024 budget approved by the Board of Directors on February 28, 2024

• 25% Core EBITDA margin (in %)
• 25% Free Cash Flow  (in euros)

Individual objectives will be disclosed in the 2023 Universal Registration Document.

Long Term Compensation
As Chief Executive Officer, Ludwig de Mot will benefit from the Group's long-term compensation policy, currently in stock options and/or performance shares. The Board has decided that it will grant stock options to Ludwig de Mot as Chief Executive Officer in 2024. When granting these stock options, the Board will determine their number, the performance criteria, and the specific conditions defining the definitive vesting of the options.

Non-Compete Indemnity
The Chief Executive Officer will be subject to a non-compete indemnity linked to a non-compete undertaking, whose geographic scope is in line with that of the Company’s activities, for a period of 12 months in the event of resignation or six months in the event of dismissal (which may be renewed once), from his effective departure from the Company for any reason. In this respect, the Chief Executive Officer would receive, for the duration of and subject to compliance with the non-compete undertaking, a gross and monthly fixed indemnity equal to a maximum of 75% of his annual fixed remuneration received over the past 12 months preceding the end of his term of office (including the annual bonus). 
In accordance with Article 25.3 of the AFEP-MEDEF Code, the non-compete undertaking will contain provisions allowing the Board of Directors to waive the implementation of the non-compete undertaking upon the departure of the Executive Corporate Officers (in which case no non-compete indemnity will be payable).
Moreover, in accordance with Article 25.4 of the AFEP-MEDEF Code, the non-compete indemnity shall not be payable if the Executive Corporate Officer exercises his pension rights. In any event, no indemnity shall be paid beyond the age of 65 years old.

Termination Indemnity
In addition, the Board of Directors of the Company may grant a termination indemnity that would be due in the event of dismissal (except in the event of gross negligence or serious misconduct) by decision of the Board of Directors, the gross amount of which would be equivalent to 12 months’ remuneration calculated on the basis of the average of the previous 12 months’ remuneration (including the fixed compensation and the actual amount of the last known bonus). 
In the event of forced departure following a merger or demerger of the company, a change of control, a significant change in the company’s strategy, or a profound disagreement with the Board of Directors, the Chief Executive Officer’s severance payment is subject to performance conditions applicable during the term of office. 
These performance conditions include the Core EBITDA margin, Free Cash Flow, over a two-year observation period.
In the event of the CEO's departure, for any reason during the first 24 months of his service with EUROAPI, the Company’s Board of Directors may decide not to pay any termination indemnity. 

Benefits
In accordance with the compensation policy, the Chief Executive Officer will benefit from Group pension and welfare plans under the same terms and conditions as EUROAPI employees. 
Nevertheless, the Board of Directors considers that it should not allow him to benefit from the Article 82 supplementary pension plan.

Benefits in kind
The Board of Directors considers that it is not to provide the Chief Executive Officer with a company car but to reimburse, upon presentation of receipt, the travel expenses between his home and Paris as well as his hotel expenses in Paris for a maximum amount of 4,500 euros per month.
As these elements of compensation are not provided for in the EUROAPI's current compensation policy, they will therefore be submitted to the next annual shareholders meeting as part of the vote on the 2024 Compensation policy. 

Compensation of the Chair of the Board of Directors

Ms. Viviane Monges resumes as Chair of the Board of Directors and returns to the compensation associated with her Chair’s role, as she was until October 29, 2023, in accordance with the 2023 Compensation Policy.

 

About EUROAPI

EUROAPI is focused on reinventing active ingredient solutions to sustainably meet customers’ and patients’ needs around the world. We are a leading player in active pharmaceutical ingredients with approximately 200 products in our portfolio, offering a large span of technologies, while developing innovative molecules through our Contract Development and Manufacturing Organization (CDMO) activities.

Taking action for health by enabling access to essential therapies inspires our 3,450 people every day. With strong research and development capabilities and six manufacturing sites all located in Europe, EUROAPI ensures API manufacturing of the highest quality to supply customers in more than 80 countries. EUROAPI is listed on Euronext Paris; ISIN: FR0014008VX5; ticker: EAPI). Find out more at www.euroapi.com and follow us on LinkedIn.

Media Relations Contact:

Laurence Bollack
Mob.: +33 (0)6 81 86 80 19
mr@euroapi.com 

Investor Relations Contact:

Sophie Palliez-Capian
Mob.: +33 (0)6 87 89 33 51
sophie.palliez@euroapi.com

Camille Ricotier
Mob: +33 (0)6 43 29 93 79
camille.ricotier@euroapi.com 

Forward-Looking Statements
Certain information contained in this press release is forward looking and not historical data. These forward-looking statements are based on opinions, projections and current assumptions including, but not limited to, assumptions concerning the Group’s current and future strategy, financial and non-financial future results and the environment in which the Group operates, as well as events, operations, future services or product development and potential. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans” and similar expressions. Forward looking statements and information do not constitute guarantees of future performances, and are subject to known or unknown risks, uncertainties and other factors, a large number of which are difficult to predict and generally outside the control of the Group, which could cause actual results, performances or achievements, or the results of the sector or other events, to differ materially from those described or suggested by these forward-looking statements. These risks and uncertainties include those that are indicated and detailed in Chapter 3 “Risk factors” of the Universal Registration Document approved by the French Financial Markets Authority (Autorité des marchés financiers, AMF) on April 14, 2023, under number R.23-009 and the Amendment to Universal Registration Document approved by the AMF on April 25, 2023 under number R.23-015. These forward-looking statements are given only as of the date of this press release and the Group expressly declines any obligation or commitment to publish updates or corrections of the forward-looking statements included in this press release in order to reflect any change affecting the forecasts or events, conditions or circumstances on which these forward-looking statements are based.