Sanofi's executive compensation policy is designed to align the interests of executives with the company's long-term objectives and shareholder value creation. It includes fixed and variable components, including equity-based compensation that reflects financial, operational, and non-financial performance. The policy emphasizes simplicity, long-term performance, competitiveness, and a fair balance between corporate interests and stakeholder expectations. The Compensation Committee, which includes independent members, reviews and recommends compensation structures annually, considering market practices and strategic objectives.
In accordance with the Chief Executive Officer’s compensation policy, approved by the Annual General Meeting on April 29, 2026, Belén Garijo’s annual compensation for 2026 consists of (i) an annual fixed gross compensation of €1,600,000, (ii) an annual variable compensation ranging from 0% to 250% of her annual fixed compensation, with a target of 150%, subject to both quantitative and qualitative criteria (60% based on financial indicators, and 40% based on specific individual objectives), and (iii) equity-based compensation, divided into two equal components:
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Long-term equity-based compensation plan (the “Long-Term Tranche”) consisting of 180,000 shares, granted in 2026, with vesting subject to (i) achievement of performance conditions comprising an 80% Total Shareholder Return (TSR) criterion measured over five years and 20% non-financial criteria measured over three years; and (ii) a four-year presence condition from the date of appointment. Vesting will occur at the end of a five-year period.
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Annual equity-based compensation plans (the “Medium-Term Tranches”) consisting of 45,000 shares per year, the structured and governed under the same main terms as Sanofi’s other annual equity-based compensation plans. Vesting of the shares are contingent on performance conditions measured over three years, comprising both (i) internal criteria and (ii) an external criterion based on TSR.
A specific individual sustainability performance criterion (short-term incentive – STI) represents 10% of her annual variable compensation package.
The sustainability criteria for equity-based compensation (long-term incentive – LTI) represent 20%:
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Access to healthcare: providing essential medicines for the treatment of non-communicable diseases through Sanofi Global Health Unit;
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Planet Care: reduction of carbon emissions in scopes 1 & 2 (reduction of emissions vs 2019)
Furthermore, all Executive Committee members have collective sustainability objectives covering people and climate topics in their annual variable compensation package.