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CORPORATE GOVERNANCE
2. Management and Directors’ compensation
159
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
France and outside France, who were granted a total of
This plan covers 39 employees and officers of the Group, in
Chairman and Chief Executive Officer are less than the grant
sub-cap defined by the General Shareholders' Meeting on
June 2, 2016.
new or existing shares, to be determined by the Board no
later than by the end of the vesting period (noting that any
options that may be exercised before their type is determined
will be options to subscribe for new shares). Grants to the
280,000 options (including allocations to the Chairman and
Chief Executive Officer), with the type of options, whether for
set at €40.43, without rebate or discount based on the
average opening price of the Saint-Gobain shares in the
20 trading days preceding the date of the grant by the Board
of Directors.
The lifetime of the options is 10 years. The option price was
are identical but weighted differently, for all long-term
compensation plans (stock options and performance shares).
The performance criteria applicable to the stock options plan
implemented on November 24, 2016 entail, as in 2015, in
addition to a performance condition external to the
Saint-Gobain Group, an internal performance condition, that
following cumulative conditions (the same as those of the
plan implemented in 2015):
Exercise of the stock options is subject to fulfillment of the
service condition: to be an employee or officer of a
Saint-Gobain Group company throughout the period up to
no-fault termination, negotiated departure, retirement,
the exercise date of the stock options, without
interruption, except in a number of defined specific cases
such as death, disability (as defined in paragraphs (2) and
(3) of Article L.341-4 of the French Social Security Code),
Group;
transfer to another position within the Group, or change of
control of the grantee’s host company to outside the
performance condition linked to the two following criteria:
70% of the options initially allocated are subject to a
criteria linked to performance of the Saint-Gobain stock
price versus the CAC 40 stock market index ; and
30% of the options initially allocated are subject to the
criteria of Return On Capital Employed, including
goodwill, of the Saint-Gobain Group (“ROCE”).
Stock market performance will be calculated by comparing the average opening prices quoted for Saint-Gobain shares for the
six months to November 24, 2016 with average prices for the six months to November 24, 2020. The two performances will then
be compared, and the options will be exercisable as follows:
Performance of the Saint-Gobain stock price
compared to the CAC 40
Exercisable percentage of initially granted options, contingent upon stock market
performance (i.e. 70% of allocation), exercisable
At least 15% higher
All
Between -15% and +15%
[(Saint-Gobain’s stock market performance/CAC 40 index)
(1)
- 85%]/[115% - 85%]
Over 15% lower
None
Saint-Gobain stock price performance/CAC 40 index performance (performance of the Saint-Gobain stock price versus performance of the CAC 40 index) is equal
(1)
to: 100% + the difference between the performance of the Saint-Gobain stock price and that of the CAC 40 index, in both cases expressed as a percentage.
ROCE performance is calculated as follows:
Arithmetic average of the ROCE for the years 2017,
2018 and 2019
Percentage of options initially granted, contingent upon the ROCE
(i.e., 30% of the allocation), exercisable
Greater than 12%
All
Between 9% and 12%
[Arithmetic average of the ROCE for the years 2017, 2018 and 2019 - 9%]/[12% - 9%]
Less than or equal to 9%
None
The performance conditions for stock options granted by the Group are demanding, as evidenced by the achievement rates for
the three latest stock option plans for which the performance conditions have been determined (16.5% for the 2012 plan, 0% for
the 2011 plan, and 0% for the 2010 plan).