Information on the compensation policy, the retention program and the evolution of McPhy’s governance
Review of the remuneration philosophy at Group level
Performance share retention plan for employees
Compensation of the new Chief Executive Officer
Support for the Chief Executive Officer in taking office
2021 LTI (Long Term Incentive) plan in performance shares for new managers
Evolution of governance; change of Chart’s permanent representative on the Board of Directors
La Motte-Fanjas, December 17, 2021 – 07:30 am CET – McPhy (Euronext Paris Compartment C: MCPHY, FR0011742329), (the “Company”), specializing in zero-carbon hydrogen production and distribution equipment (electrolysers and refueling stations), announces that the Board of Directors, meeting on December 16, 2021, has adopted a number of decisions relating to the compensation policy for employees and its new Chief Executive Officer, support for the Chief Executive Officer in his new functions and the loyalty program, and noted the change of permanent representative of the company Chart, one of its shareholders , to the Board of Directors.
As part of the deployment of its strategic plan, the McPhy Group, through its General Management and its Board of Directors, initiated during the 2021 financial year a reflection on its remuneration philosophy and its guiding principles in order to implement is implementing one of the pillars of its strategy. : “Investing in our people”.
This strategic pillar, a key success factor in McPhy’s growth plan, consists of retaining and developing the Group’s talents and strengthening the attractiveness of the company for its current and future employees.
A remuneration competitiveness study has made it possible to build a solid roadmap for the transformation of the remuneration policy in order to support the medium / long-term growth objectives of the company. The short-term actions identified were implemented in 2021 or will be continued in 2022 and are as follows:
specific measures linked to increases in employee compensation,
the implementation of an exceptional performance share retention plan for all McPhy employees,
the implementation of a long-term incentive plan for the new managers of the Group,
compensation plans linked to collective performance and the development of employee shareholding, which will be the subject of negotiations with the social partners and will be specified in the Universal Registration Document 2022.
In order to recognize and involve employees in the success of the company, the Board of Directors, on the proposal of the Appointments and Remuneration Committee, decided on December 16, 2021 to issue an exceptional democratic allocation of 30,220 free shares to the ” all McPhy employees (23e resolution of the General Meeting of Shareholders of May 23, 2019).
These shares are subject to a vesting period of more than 2 years, with final vesting on the day of the Board ruling on the accounts for the year ended December 31, 2023, and to performance conditions consistent with the mission and the means. in the long term. The performance conditions are centered on criteria of operational performance (70%) and customer satisfaction (30%).
This plan constitutes an exceptional subsidy. From 2022, the General Management wishes to put in place profit-sharing agreements that will be negotiated with the social partners, involving employees in the performance of the company and strengthening employee shareholding.
The Chief Executive Officer is not the beneficiary of this allocation.
Following the appointment of Mr. Jean-Baptiste Lucas as Chief Executive Officer on October 18, 2021, McPhy’s Board of Directors, on the proposal of the Appointments and Remuneration Committee, set the remuneration of the new Chief Executive Officer in accordance with the policy of compensation approved by the General Meeting of Shareholders of June 17, 2021 (10e resolution).
In view of McPhy’s context, its size and its challenges, in April 2021 the Appointments and Remuneration Committee appointed a specialized consulting firm to assist it in carrying out a study on the remuneration of its executives on a panel of companies similar to McPhy corresponding to its recruitment markets.
Based on the results of this study, the Board of Directors set the annual fixed compensation of the Chief Executive Officer at a gross annual amount of € 240,000.
In accordance with the compensation policy for executive directors approved by the General Meeting of Shareholders of June 17, 2021, the target annual variable compensation of the Chief Executive Officer is set at 50% of the annual fixed compensation if all the performance objectives set by the Board of directors are met, with no guaranteed minimum amount, and can reach 130% of this amount in the event of exceeding the objectives.
Taking into account the date of entry into office of the Chief Executive Officer, the Board of Directors has chosen to modify the compensation criteria applicable to the previous Chief Executive Officer around highly operational objectives for his period of presence during the 2021 financial year. with 4 performance criteria in line with the Group’s strategic challenges:
1 financial criterion of turnover on the basis of the 2021 reassessment (representing 25% of the variable compensation and for which the trigger threshold of 70% is conditional on the achievement of 95% of the objective).
2 strategic operational criteria to be implemented in the short term (representing 50% of the variable compensation and the triggering thresholds of which are 100% of the achievement of objectives).
1 quantitative objective linked to Human Resources (representing 25% of variable compensation and the triggering threshold of which is 100% of the achievement of objectives).
The new Chief Executive Officer, due to the acceptance of his appointment within McPhy, has accepted a reduction in his remuneration compared to his former position.
In accordance with the compensation policy for executive corporate officers approved by the General Meeting of Shareholders of June 17, 2021, the Board of Directors of October 11, 2021 approved the principle of remunerating the Chief Executive Officer for this reduction in salary with a level of comparable risk in the form of an exceptional allocation of 20,000 free McPhy shares.
Under the 23e resolution of the General Meeting of May 23, 2019, the Board of Directors of December 16, 2021, on the proposal of the Appointments and Compensation Committee, allocated 20,000 free shares to the Chief Executive Officer.
The value of the shares on the date of the agreement corresponds to the value of the benefits waived by the Chief Executive Officer, i.e. € 340,000 gross, calculated on the basis of a stock market price of € 17, i.e. the average of the 20 prices on 11 October 2021. The shares allocated are subject to a 2-year presence condition.
Future free share grants to the new Chief Executive Officer will be subject to performance conditions in line with the Group’s objectives and to medium-term vesting conditions in line with market practices and investor expectations. The principles and mechanisms of the proposed LTI 2022 plan will be described in the 2021 Universal Registration Document.
The Chief Executive Officer does not benefit from any additional retirement plan.
In the event of departure, the Chief Executive Officer is subject to an 18-month non-compete obligation under the conditions defined in the 2020 Universal Registration Document.
The Board of Directors, on a proposal from the Appointments and Compensation Committee, also approved the principle of payment of severance pay of up to twice his last annual fixed compensation, in the event of dismissal on the initiative. of the Board of Directors and subject to the achievement of performance conditions set by the Board. However, this compensation will not be paid in the event of dismissal for serious misconduct.
The total of the severance indemnity and the non-compete indemnities mentioned cannot exceed two years of annual compensation (fixed + annual variable compensation excluding LTI).
The Chief Executive Officer benefits from a company car, a social protection scheme, the social guarantee for company directors and managers (GSC) and civil liability insurance for corporate officers.
In order to best assist the Chief Executive Officer in his new functions, the Company’s Board of Directors, at its meeting on October 11, 2021, authorized the conclusion of an assistance agreement signed on October 18, 2021 between McPhy Energy SA and Mr. Luc Poyer (via his company France Energies Nouvelles), Director and Chairman of the Board of Directors, as part of the managerial transition with the new Chief Executive Officer.
Details of this agreement are provided on the company’s website Regulated agreements & Commitments | Mcphy.
The Board of Directors, on a proposal from the Appointments and Remuneration Committee, decided on December 16, 2021 to allocate 9,750 free shares (23e resolution of the General Meeting of May 23, 2019) to the new directors of McPhy who joined the Executive Committee on September 1, 2020. These shares are subject to a vesting period of more than 2 years, with vesting on the date of Board of Directors approves the financial statements for the year ended December 31, 2023 and subject to the fulfillment of performance conditions in line with the mission and medium-term objectives of the company. The performance conditions are based on operational performance criteria (50%), customer satisfaction (30%) and social and environmental responsibility (20%).
The Chief Executive Officer is not the beneficiary of this allocation.
In addition to its decisions concerning the employee compensation policy and the loyalty program, the Board of Directors, at its meeting of December 16, 2021, took note of the appointment of Mr. Petr Gerstl, Director of Hydrogen EMEA Sales, as of CDI representing Chart Industries, Inc., replacing Ms. Jillian C. Evanko (Harris).
Upcoming financial events
Specializing in hydrogen production and distribution equipment, McPhy contributes to the worldwide deployment of zero-carbon hydrogen as an energy transition solution. With its complete range of products dedicated to the industrial, mobility and energy sectors, McPhy offers its customers turnkey solutions adapted to their applications in the supply of industrial raw materials, vehicle recharging electric fuel cells or the storage and recovery of surplus electricity from renewable sources. Designer, manufacturer and integrator of hydrogen equipment since 2008, McPhy has three development, engineering and production centers in Europe (France, Italy, Germany). Its international subsidiaries provide broad commercial coverage for its innovative hydrogen solutions. McPhy is listed on Euronext Paris (compartment C, ISIN code: FR0011742329, MCPHY).
To learn more: www.mcphy.com
McPhy is eligible for PEA-PME