Information on McPhy's remuneration policy, retention program and
governance evolution
- Review of the remuneration philosophy at Group level
- Retention plan in performance shares for employees
- Remuneration of the new Chief Executive Officer
- Support for the Chief Executive Officer on taking up his
position
- LTI (Long Term Incentive) 2021 plan in performance shares for
new executives
- Governance evolution; 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”), specialized in zero-carbon
hydrogen production and distribution equipment (electrolyzers and
refueling stations), announces that the Board of Directors, held on
December 16 2021, adopted a number of decisions relating to the
remuneration policy for employees and its new Chief Executive
Officer, the support for the Chief Executive Officer in taking up
his new position and the retention program, and noted the change in
the permanent representative of the Chart company, one of its
shareholders, on the Board of Directors.
- Remuneration policy at Group level
As part of the deployment of its strategic plan,
the McPhy Group, through its General Management and Board of
Directors, has initiated during the 2021 fiscal year a reflection
on its remuneration philosophy and guiding principles in order to
implement one of the pillars of its strategy: “Invest in Our
People”.
This strategic pillar, a key success factor in
McPhy's growth plan, consists in the retention and development of
the Group's talents and in strengthening the attractiveness of the
company for its existing and future employees.
A remuneration competitiveness study allowed the
building of a strong roadmap for the transformation of the
remuneration policy to support the company's medium/long-term
growth objectives. The short-term actions identified have either
been implemented in 2021 or will be continued in 2022 and are as
follows:
- the specific measures related to employee remuneration
increases,
- the implementation of an exceptional retention plan in
performance shares for all McPhy employees,
- the implementation of a long-term incentive plan for the
Group's new executives,
- remuneration schemes linked to collective performance and the
development of employee shareholding, which will be the subject of
negotiations with the social partners and will be set out in more
detail in the 2022 Universal Registration Document.
- Implementation of an employee retention plan in performance
shares
In order to recognize and associate employees
with the company's success, the Board of Directors, on the
recommendation of the Appointments and Remuneration Committee,
decided on December 16, 2021 an exceptional democratic allocation
of 30,220 free shares to all McPhy employees (23rd resolution of
the Shareholder General Meeting of May 23, 2019).
These shares are subject to a vesting period of
more than 2 years, with vesting on the date of the Board meeting
held to approve the accounts for the year ending December 31, 2023,
and to performance conditions in line with the company's mission
and medium-term objectives. The performance conditions are focused
on operational performance criteria (70%) and customer satisfaction
(30%).
This plan constitutes an exceptional grant. From
2022 onwards, the General Management wishes to implement
profit-sharing agreements that will be negotiated with the social
partners, involving employees in the company's performance and
strengthening employee shareholding.
The Chief Executive Officer is not a beneficiary
of this grant.
- Remuneration of the new Chief Executive Officer of McPhy
Following the appointment of Mr. Jean-Baptiste
Lucas as Chief Executive Officer on October 18, 2021, the Board of
Directors of McPhy, on the proposal of the Appointments and
Remuneration Committee, set the remuneration of the new Chief
Executive Officer in accordance with the remuneration policy
approved by the Shareholder General Meeting on June 17, 2021 (10th
resolution).
In view of McPhy's context, its size and its
challenges, the Appointments and Remuneration Committee mandated in
April 2021 a specialized consultancy 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.
- Annual fixed remuneration
Based on the results of this study, the Board of
Directors set the annual fixed remuneration of the Chief Executive
Officer at a gross annual amount of €240,000.
- Annual variable remuneration
In accordance with the remuneration policy for
executive directors approved by the Shareholder General Meeting of
June 17, 2021, the target annual variable remuneration of the Chief
Executive Officer is set at 50% of the annual fixed remuneration if
all the performance objectives set by the Board of Directors are
met, with no minimum amount guaranteed, and may reach 130% of this
amount if the objectives are exceeded.
In view of the date on which the Chief Executive
Officer took up his position, the Board of Directors chose to
modify the remuneration criteria applicable to the previous Chief
Executive Officer around very 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 criteria of revenue on the basis of the 2021
reforecast (representing 25% of the variable remuneration and whose
70% trigger threshold is subject to the achievement of 95% of the
objective).
- 2 strategic operational criteria to be implemented in the short
term (representing 50% of the variable remuneration and whose
trigger thresholds are 100% of the achievement of the
objectives).
- 1 quantitative objective related to Human Resources
(representing 25% of the variable remuneration and whose triggering
threshold is 100% of the achievement of the objectives).
- Exceptional remuneration in free shares (taking up of
mandate)
The new Chief Executive Officer, due to the
acceptance of his appointment within McPhy, has agreed to a
reduction in his remuneration compared to his former position.
In accordance with the remuneration policy for
executive directors approved by the Shareholder General Meeting of
June 17, 2021, the Board of Directors of October 11, 2021 approved
the principle of compensating the Chief Executive Officer for this
wage reduction with a comparable level of risk in the form of an
exceptional grant of 20,000 free McPhy shares.
Under the terms of the 23rd resolution of the
Shareholder General Meeting of May 23, 2019, the Board of Directors
of December 16, 2021, on the recommendation of the Appointments and
Remuneration Committee, granted 20,000 free shares to the Chief
Executive Officer.
The value of the shares at 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, which is the average of the
previous 20 prices on October 11, 2021. The shares granted are
subject to a 2-year presence condition.
- Remuneration in shares or other financial instruments
Future grants of free shares to the new Chief
Executive Officer will be subject to performance conditions in line
with the Group's objectives and medium-term vesting conditions in
line with market practice and investor expectations. The principles
and mechanisms of the proposed LTI 2022 plan will be described in
the 2021 Universal Registration Document.
- Other remuneration elements
The Chief Executive Officer does not benefit
from any supplementary pension scheme.
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 the recommendation of
the Appointments and Remuneration Committee, also approved the
principle of paying a severance payment of up to two times his last
annual fixed remuneration, in case of dismissal at the initiative
of the Board of Directors and subject to the achievement of
performance conditions set by the Board. However, this indemnity
will not be paid in the event of dismissal for gross
misconduct.
The total of the severance allowance and the
non-competition allowances mentioned may not exceed two years of
annual remuneration (fixed + annual variable remuneration 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.
- Accompanying the Chief Executive Officer in taking up his new
position
In order to best assist the Chief Executive
Officer in taking up his new position, the Board of Directors of
the company, during its meeting of 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, in the context 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.
- Implementation of a 2021 LTI (Long Term Incentive) plan in
performance shares for new executives
The Board of Directors, on the recommendation of
the Appointments and Remuneration Committee, decided on December
16, 2021, to grant 9,750 free shares (23rd resolution of the
General Meeting of May 23, 2019) to new McPhy executives who joined
the Executive Committee since September 1, 2020. These shares are
subject to a vesting period of plus 2 years, with vesting on the
date of the Board meeting held to approve the financial statements
for the year ended December 31, 2023 and subject to the
satisfaction of performance conditions in line with the company's
mission and medium-term objectives. The performance conditions are
focused on operational performance criteria (50%), customer
satisfaction (30%) and onsocial and environmental responsibility
(20%).
The Chief Executive Officer is not a beneficiary
of this grant.
- Change of Chart's permanent representative on the Board of
Directors
In addition to its decisions regarding the
employee remuneration policy and the retention program, the Board
of Directors, at its meeting of December 16, 2021, took note of the
appointment of Mr. Petr Gerstl, Director of Hydrogen Sales for
EMEA, as a permanent representative of Chart Industries, Inc., in
replacement of Mrs Jillian C. Evanko (Harris).
Next financial events
- 2021 Full-Year Sales, on January 25, 2022
(after market)
About McPhy
Specialized in hydrogen production and
distribution equipment, McPhy is contributing to the global
deployment of zero-carbon hydrogen as a solution for energy
transition. 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 industrial raw
material supply, recharging of fuel cell electric vehicles or
storage and recovery of electricity surplus based on renewable
sources. As 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 PEA-PME
CONTACTS
NewCap |
|
Investor RelationsEmmanuel
HuynhT. +33 (0)1 44 71 20 42mcphy@newcap.eu |
Media RelationsNicolas
MerigeauT. +33 (0)1 44 71 94 98mcphy@newcap.eu
|
- 21.12.16.McPhy_Remuneration_EN
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