Fabien Simon kijkt op dit moment ook tegen een behoorlijk papieren verlies aan, het wordt tijd dat hij de LT growth strategy meer en vaker aan de markt uitlegd!
Proposal to appoint Mr. Fabien Simon as executive member of the Board (Resolution)
Following the resignation of Mr. Casey Keller as CEO of JDE Peet’s on 4 September 2020, the Board has appointed Mr. Fabien Simon to temporarily fulfill the duties of CEO, until his formal appointment as executive member of the Board.
The Board now nominates Mr. Fabien Simon for appointment as executive member of the Board by the General Meeting of Shareholders.
It is therefore proposed to the General Meeting of Shareholders to appoint Mr. Fabien Simon in accordance with this nomination for a period of four years (ending at the closing of the Annual General Meeting of shareholders to be held in 2025).
The Board has appointed Mr. Fabien Simon as CEO, effective following his appointment as executive member of the Board.
Mr. Fabien Simon (1971), French, is currently a non-executive Director. He also serves as chairman of JAB’s pet care platform. Previously, he was a Partner and the CFO of JAB and was responsible for leading the successful IPO on the Euronext Amsterdam stock exchange in May 2020.
Between August 2014 and January 2019, he was the CFO of Jacobs Douwe Egberts B.V., during which time he led its M&A strategy and multiple large-scale integrations. Prior to JDE, he spent 13 years at Mars Inc., holding various finance leadership roles, including Asia Pacific CFO, Vice President and CFO Petcare Europe and Finance Director Europe. Fabien also spent eight years at Valeo in a variety of leadership roles, including Finance Director.
He holds a Master's degree in Finance and Economics from the University of Picardie Jules Verne, Amiens and a Chartered Accountant Certificate. He lives in Amsterdam with his wife and three children.
AGENDA AND EXPLANATORY NOTES OF JDE PEET’S’ EGM ON 18 NOVEMBER 2020
Main elements services agreement
The main elements of the services agreement of Mr. Fabien Simon with the company are listed below. The package as set out below is in line with JDE Peet’s’ Directors’ Remuneration Policy as amended by agenda item 3.
• Annual base fee: EUR 1,000,000 gross.
• Monthly mobility allowance: EUR 3,300 gross.
• At-target annual cash incentive (as a percentage of base fee): 100%. Maximum bonus opportunity
capped at 250%.
• Annual long term incentive award in the form of restricted share units under the JDE Peet's Long
Term Incentive Plan: EUR 3,000,000, which is the minimum award value and which may be increased in future years to a maximum award value of 500% of annual base fee, in accordance to JDE Peet’s’ Directors’ Remuneration Policy.
• Mr. Fabien Simon has the option between the International Pension Plan or the local Dutch Defined Contribution Plan of Jacobs Douwe Egberts B.V. where, under both options, he must contribute 4% of his pensionable salary/fee and the remaining contribution is paid by the company/the company’s group.
• Term of agreement: four years as of the effective date of the appointment (ending at the closing of the Annual General Meeting of shareholders to be held in 2025).
• Notice period: four months for JDE Peet’s and two months for Mr. Fabien Simon.
• Severance arrangement is equal to 8/12 of the annual base fee.
The Non-Executive Directors have approved a sign-on amount of EUR 10,000,000 net which will be invested by Mr. Fabien Simon in the executive ownership plan (the EOP) as set out below, to compensate Mr. Fabien Simon for forfeited remuneration with his previous employer, as explicitly allowed under JDE Peet’s’ Directors’ Remuneration Policy.
There is a pro rata repayment obligation if Mr. Fabien Simon ceases to be an executive member of the Board during the first five (5) years following appointment.
To foster an entrepreneurial culture and long-term commitment, Mr. Fabien Simon will acquire an equity interest in the JDE Peet’s group of companies through the EOP by acquiring shares of a special class of shares in a subsidiary of JDE Peet’s, up to a maximum investment amount of EUR 23,000,000, including the EUR 10,000,000 mentioned above. These special shares will have double profit rights, which effectively means a 1:1 conditional match of his investment. The value of the special shares correspond directly to the share price of JDE Peet’s.
• No company loans.
• Mr. Fabien Simon currently indirectly holds 214,149 shares in JDE Peet’s, and will acquire additional
shares in the EOP, as set out above.
• Mr. Fabien Simon holds 5,849 shares and 1,408 Restricted Stock Units directly in Peet’s Coffee, Inc