Ivry-sur-Seine, France, February 27, 2026
Remuneration of executive corporate officersAt its meeting on February 25, 2026, on the recommendation of the Appointments and Compensation Committee, the Board of Directors of Fnac Darty considered and approved the following compensation for Mr. Enrique Martinez, Chief Executive Officer.
Variable compensation of Mr Enrique Martinez for 2025
The Board of Directors has validated the achievement of the annual variable remuneration criteria for Mr. Enrique Martinez for the 2025 financial year.
It should be noted that for 2025, the annual variable compensation of the Chief Executive Officer may range from 0% if no objective is met, to 100% of the annual fixed compensation in the event that the objectives are met or may even reach a maximum of €1,125,000 i.e. 140.625% of the annual fixed compensation if objectives are exceeded.
Economic and financial criteria are predominant in the structure of the annual variable remuneration. It is divided into 62.5% economic and financial objectives, 7.5% into customer experience objectives, 10% into social and environmental responsibility objectives and 20% into qualitative objectives.
For 2025, the criteria set for the variable portion are as follows:
Economic and financial criteria:Group current operating income excluding Unieuro corresponding to 20% of the total objective for a target achievement rate of 100%, with a maximum of 151 % in the event of outperformance.
Unieuro current operating income corresponding to 10 % of the total objective for a target achievement rate of 100%, with a maximum of 151 % in the event of outperformance.
Group free cash flow corresponding to 20% of the total objective for a target achievement rate of 100%, with a maximum of 151% in the event of outperformance.
Group revenue corresponding to 12.5 % of the total objective for a target achievement rate of 100%, with a maximum of 151% in the event of outperformance.
Criterion relating to customer experience:Net Promoter Score corresponding to 7.5% of the total objective for a target achievement rate of 100%, with a maximum of 150% in the event of outperformance.
Criteria relating to the Company's corporate social responsibility:Reduction in CO2 emissions, scope 1 and 2 (in line with the SBTi targets of the decarbonisation plan) corresponding to 5% of the total objective for a target achievement rate of 100%, with a maximum of 150% in the event of outperformance.
Employees Commitment corresponding to 5% of the total objective for a target achievement rate of 100%, with a maximum of 150% in the event of outperformance.
The level of realization for each of the above criteria has been precisely established. Each economic, financial, customer experience, and social and environmental responsibility objective is subject to:
A trigger point below which no compensation is payable for the criteria concerned; and
A level of achievement beyond which compensation is capped at 151% for economic and financial targets and at 150% for customer experience or social and environmental responsibility objectives.
Qualitative criteria:Construction and launch of the 2025-2030 strategic plan resulting from the main orientations set by the Board, which will carry out the Group's ambitions by 2030.
Completion of the performance plan, cost and productivity management to bring the Everyday strategic plan to fruition.
Quality of the social climate, which remains a major issue. It should be noted that as part of the integration of the Group's new Italian subsidiary, the quality of the social climate within the latter will be assessed in the light of the retention rate of its managers.
The potential compensation for qualitative criteria is capped at 100% of the target potential achieved, without possibility of a compensation for outperformance.
The Board of Directors measured each of the economic, financial, customer experience, and social and environmental responsibility criteria based on the 2025 performance. The qualitative criteria were assessed at the same meeting based on the Appointments and Compensation Committee's evaluation, partly based on figures.
The total achievement rate of the 2025 variable portion was 71,6% of the maximum, and the gross amount due for 2025 is €805,684. 25% of this amount corresponds to an acquisition of 6,386 shares out of the 8,917 shares awarded by the Board of Directors on May 28, 2025, to allow the payment in shares of 25% of the 2025 annual variable compensation. As a reminder, this shares award was valued with a reference price of €31.542, i.e. the average of the closing share prices over the 20 trading days immediately preceding the Board meeting of May 28, 2025.
Pursuant to the provisions of Article L. 22-10-34 II of the French Commercial Code, the payment of this 2025 annual variable compensation is subject to the approval of the compensation and benefits of any kind paid or awarded to Mr. Enrique Martinez for 2025 by the Shareholders' Meeting on May 27, 2026.
Fixed and Variable Compensation of Mr. Enrique Martinez for 2026
On February 25, 2026, the Board of Directors, on the recommendation of the Appointments and Remuneration Committee, decided to maintain the fixed annual compensation of the Chief Executive Officer at €800,000 gross.
The annual variable compensation potential still represents 100% of the fixed compensation in the event of target objectives being achieved and capped at €1,125,000 gross in the event of outperformance on all criteria, i.e. a maximum potential of 140.625% of the fixed compensation. The maximum annual variable compensation amount is therefore unchanged since 2019.
Regarding 2026variable compensation, the Group's economic and financial criteria remain paramount for the variable compensation for 2025. Variable compensation is broken down into 62.5 % for economic and financial targets, 7.5% for an objective relating to the customer experience, 10% for objectives relating to social and environmental responsibility, and 20% for qualitative goals.
As in 2025, the potential compensation for qualitative goals is capped at 100% of the target potential achieved on these criteria, without possibility of a compensation for outperformance. The compensation potential for objectives related to customer experience and corporate social responsibility is set at 150%. The maximum unallocated potential compensation is reallocated to the financial criteria whose maximum potential reaches 151% in case of outperformance.
For 2026, the criteria set for the variable portion are as follows:
Economic and financial criteria:Group current operating income excluding Unieuro corresponding to 20% of the total objective for a target achievement rate of 100%, with a maximum of 151 % in the event of outperformance.
Unieuro current operating income corresponding to 10 % of the total objective for a target achievement rate of 100%, with a maximum of 151 % in the event of outperformance.
Group free cash flow corresponding to 20% of the total objective for a target achievement rate of 100%, with a maximum of 151% in the event of outperformance.
Group revenue corresponding to 12.5 % of the total objective for a target achievement rate of 100%, with a maximum of 151% in the event of outperformance.
Criterion relating to customer experience:Net Promoter Score corresponding to 7.5% of the total objective for a target achievement rate of 100%, with a maximum of 150% in the event of outperformance.
Criteria relating to the Company's corporate social responsibility:Reduction in CO2 emissions, scope 1 and 2 (in line with the SBTI targets of the decarbonisation plan) corresponding to 5% of the total objective for a target achievement rate of 100%, with a maximum of 150% in the event of outperformance.
Reduction in absenteeism rate for French companies corresponding to 5% of the total objective for a target achievement rate of 100%, with a maximum of 150% in the event of outperformance.
Qualitative criteria:Leading the transformation plan and implementing Beyond everyday strategic initiatives for 2026.
Delivering the performance plan, managing costs and productivity.
Maintaining a high-quality social climate in a constrained economic environment and a period of transformation.
Identifying potential partners for Nature & Découvertes.
The criterion related to leading the transformation plan and Beyond everyday initiatives represents 40% of the annual variable compensation awarded to qualitative criteria, for a target achievement rate of 100%, the criterion related to identifying potential partners for Nature & Découvertes represents 10% , and each of the other 2 criteria counts for 25%.
The potential compensation for qualitative criteria is capped at 100% of the target potential achieved, without possibility of a compensation for outperformance.
The objectives associated with each of the above criteria are established precisely in advance. For 2026, the variable compensation will be paid 100% in cash.
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