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Compensation of Corporate Officers
12 Months Ended
Dec. 31, 2020
Disclosure Of Compensation Of Corporate Officers [Abstract]  
Disclosure of Compensation of Corporate Officers Explanatory

26.

COMPENSATION OF CORPORATE OFFICERS

 

On September 2, 2019, the Board of Directors accepted the resignation of the Chairman and Chief Executive Officer of the Company and decided to separate the roles of Chairman of the Board of Directors and Chief Executive Officer of Genfit SA with effect from September 16, 2019.

At the same meeting, the Board of Directors appointed the Chief Executive Officer of the Company and confirmed the former Chairman and Chief Executive Officer in his functions as Chairman of the Board of Directors and member of certain committees of the Company's Board of Directors.

Under these conditions, the following table details the compensation paid to the Chairman and Chief Executive Officer in 2018 and during the period from January 1, 2019 to September 16, 2019, and the compensation paid to the Chief Executive Officer in 2020 and during the period from September 16 to December 31, 2019 (after the change in governance) and the years in which the amounts were recognized in the statement of operations.

 

Compensation paid to the Chairman

 

Year ended

 

during the period from January 1, 2019 to September 16, 2019

 

2018/12/31

 

 

2019/12/31

 

 

2020/12/31

 

Short-term employee benefits (gross + employer's social contributions, paid)

 

 

1,569

 

 

 

1,338

 

 

 

 

Post-employment pension & medical benefits

 

 

 

 

 

 

 

 

 

Share-based payment transactions

 

 

104

 

 

 

109

 

 

 

 

Director fees Genfit Corp (net)

 

 

30

 

 

 

22

 

 

 

 

TOTAL

 

 

1,703

 

 

 

1,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation paid to the Chief Executive Officer

 

Year ended

 

for the period beginning on September 16, 2019

 

2018/12/31

 

 

2019/12/31

 

 

2020/12/31

 

Short-term employee benefits (gross + employer's social contributions, paid)

 

 

 

 

 

140

 

 

 

534

 

Post-employment pension & medical benefits

 

 

 

 

 

 

 

 

 

Share-based payment transactions

 

 

 

 

 

 

 

 

41

 

Director fees Genfit Corp (net)

 

 

 

 

 

 

 

 

 

TOTAL

 

 

 

 

 

140

 

 

 

575

 

 

(1)

Within this total, only the portion of the amounts paid in 2019 to the Chairman and Chief Executive Officer pursuant to  the 13th resolution of the Annual General Meeting of June 13, 2019, for the part of the Incentive Plan corresponding to that portion of work on the initial public offering of the Company on the Nasdaq Global Select Market carried out in 2018, i.e.,  ¾ of the amount due, i.e. a gross amount of €562,893. However, the Chairman of the Board of Directors decided to forgo the balance amount of €187,631, which had been recorded in 2019.  

 

The Chairman of the Board of Directors, Jean-François Mouney, receives a fixed compensation. He also has use of a company vehicle and the Group’s insurance and disability plan. These benefits are totaled in the tablebelow in the "Other remuneration" line. The Chairman of the Board of Directors also receives attendance fees granted for his participation in the work of some of the committees of the Board of Directors.

 

The Chief Executive Officer’s corporate contract contains a clause whereby, in the event of termination, he would receive a non-compete indemnity equal to:

 

 

(i)

twelve (12) months of fixed compensation, calculated on the basis of the gross amounts due for the past twelve months ended and

 

(ii)

increased, where applicable, by the amount of the annual variable compensation due for the previous year. This compensation is intended to compensate the prohibition made to the Chief Executive Officer, for a period of 12 months following the termination of his functions, for whatever reason, to work in any way whatsoever with certain companies carrying out a directly competitive activity of the Company.

 

In addition, the Chief Executive Officer, except in the event of gross negligence within the meaning of labor law, shall receive severance pay equal to:

 

(i)

twelve (12) months of fixed compensation, calculated on the basis of the gross amounts due for the twelve past completed months and

 

(ii)

increased, where applicable, by the amount of annual variable compensation due for the previous year. This compensation will be paid one month after his effective termination of activity within the Group. The compensation will not be paid if, on his initiative, the Chief Executive Officer leaves the Company to exercise new functions or changes functions within the Group, or even if he has the possibility of asserting in the short term his retirement rights. It is also specified that any sum paid under the non-competition clause will be deducted from the sums due under the severance pay and vice versa. The total and maximum commitment represented by this indemnity (gross, employer charges and payroll tax) as of December 31, 2020 would amount to €415.

 

 

The directors' fees and other compensation due and paid to the non executive directors are as follows:

 

 

 

Amounts

due*

 

 

Amounts

paid*

 

 

Amounts

due*

 

 

Amounts

paid*

 

 

Amounts

due*

 

 

Amounts

paid*

 

Attendance fees and other forms of remuneration payable to each of the non executive officer

 

During the year ended December 31,

 

(in euros)

 

2018

 

 

2019

 

 

2020

 

Jean-François MOUNEY (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attendance fees

 

 

 

 

 

 

 

 

14,791

 

 

 

633

 

 

 

49,937

 

 

 

49,939

 

Other remuneration (outside compensation as CEO)

 

 

 

 

 

 

 

 

88,874

 

 

 

88,874

 

 

 

286,469

 

 

 

286,469

 

Total

 

 

 

 

 

 

 

 

103,665

 

 

 

89,507

 

 

 

336,406

 

 

 

336,408

 

Xavier GUILLE DES BUTTES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attendance fees

 

 

53,330

 

 

 

41,311

 

 

 

68,016

 

 

 

67,580

 

 

 

85,020

 

 

 

80,660

 

Other remuneration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

53,330

 

 

 

41,311

 

 

 

68,016

 

 

 

67,580

 

 

 

85,020

 

 

 

80,660

 

Frédéric DESDOUITS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attendance fees

 

 

21,174

 

 

 

17,113

 

 

 

33,136

 

 

 

30,302

 

 

 

53,360

 

 

 

44,640

 

Other remuneration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

21,174

 

 

 

17,113

 

 

 

33,136

 

 

 

30,302

 

 

 

53,360

 

 

 

44,640

 

BIOTECH AVENIR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Represented by Florence Séjourné

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attendance fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other remuneration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Philippe MOONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attendance fees

 

 

29,704

 

 

 

22,345

 

 

 

36,188

 

 

 

41,202

 

 

 

45,780

 

 

 

41,420

 

Other remuneration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

29,704

 

 

 

22,345

 

 

 

36,188

 

 

 

41,202

 

 

 

45,780

 

 

 

41,420

 

Anne-Hélène MONSELLATO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attendance fees

 

 

37,075

 

 

 

24,307

 

 

 

44,472

 

 

 

53,410

 

 

 

50,140

 

 

 

45,780

 

Other remuneration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

37,075

 

 

 

24,307

 

 

 

44,472

 

 

 

53,410

 

 

 

50,140

 

 

 

45,780

 

Catherine LARUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attendance fees

 

 

21,256

 

 

 

17,985

 

 

 

33,136

 

 

 

28,122

 

 

 

43,600

 

 

 

43,600

 

Other remuneration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

21,256

 

 

 

17,985

 

 

 

33,136

 

 

 

28,122

 

 

 

43,600

 

 

 

43,600

 

Katherine KALIN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attendance fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,805

 

 

 

4,360

 

Other remuneration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,805

 

 

 

4,360

 

Eric BACLET

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attendance fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,165

 

 

 

6,540

 

Other remuneration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,165

 

 

 

6,540

 

TOTAL

 

 

162,539

 

 

 

123,061

 

 

 

318,613

 

 

 

310,123

 

 

 

650,276

 

 

 

603,408

 

 

(1)

The attendance fees and other remuneration for Jean-François Mouney above correspond to amounts due for the period from September 16, 2019 to December 31, 2019 and the full year 2020.

 

 

 

*

 

In addition, the Company has provided corporate officers, directors and members of the Executive Committee a “directors and officers” insurance against claims relating to certain actions they may take in the performance of their duties. For the 12 month of the calendar year 2020, the insurance premium for the implementation of this insurance coverage amounted to €1,316 ( €3,146 for 2019)