Universal Registration Document 2019

153 LISI 2019 UNIVERSAL REGISTRATION DOCUMENT Corporate governance 6 2.3.3.2 - Compensation of managers Employment Contract Supplementary pension plan Allowances or benefits due or likely to be due as a result of the termination or change of functions Compensation under a non- compete clause NON-EXECUTIVE CORPORATE OFFICER MANAGER YES NO YES NO YES NO YES NO Gilles KOHLER Function: Chairman of the Board of Directors Term of office start: 1999 Term of office end: 2022 X X X X CORPORATE OFFICER MANAGERS Emmanuel VIELLARD Function: CEO Term of office start: 2016 Term of office end: 2022 X X X X Jean-Philippe KOHLER Function: Deputy CEO Term of office start: 2016 Term of office end: 2022 X X X X The terms for the salary of the Chairman and Chief Executive Officer and for the Deputy CEO are approved by the Board of Directors on the advice of the Compensation Committee. Compensation of the Chairman of the Board of Directors The compensation of Mr. Gilles Kohler in his capacity as Chairman of the Board of Directors was set on the advice of the Compensation Committee. In 2018, it included a fixed amount for the corporate mandate. No other form of compensation has been paid. Gilles Kohler had a company car which, was returned on 12/31/2018. The associated benefit in kind was valued at €2 thousand. As of January 1, 2019, it is paid exclusively in the form of directors’ fees consisting of a fixed and a variable portion. The breakdown of the compensation paid to the Chairman of the Board of Directors is as follows: Gilles KOHLER Chairman of the Board of Directors of LISI S.A. 2019 2018 Compensation due for the period - for the corporate mandate None. 152,096 Compensation due for the period - as directors’ fees 58,750 None. Valuation of the performance and bonus shares acquired during the financial year None. None. Valuation of the options granted during the financial year None. None. Valuation of the shares granted during the financial year None. None. TOTAL 58,750 152,096 With respect to the 2020 financial year, the Board of Directors, at the suggestion of the Compensation Committee, will put to the vote of the Shareholders’ General Meeting of April 24, 2020, continuation of the compensation type and calculation method based on the same principles as in 2019. Compensation of the CEO and the Deputy CEO In 2019, the variable portion of executive compensation is capped at 65% of the fixed remuneration. The allocation formula for the criteria used to determine the variable portion is as follows: ■ operatingmargin representing25%of the fixed remuneration; ■ Free Cash Flow rate representing 15% of the fixed remuneration; ■ Rate of achievement of strategic objectives representing 25% of the fixed remuneration. The expected level of achievement of the above objectives has been establishedprecisely but is not released for confidentiality reasons.