People

The People

Figures converted from EUR at historical FX rates — see data/company.json.fx_rates. Ratios, margins, and multiples are unitless and unchanged.

Getlink scores B+ on governance: an experienced, well-incentivised CEO, a clean audit report on related-party agreements, and zero share dilution sit alongside an unusual control structure where two strategic shareholders (Eiffage at 27.7%, Mundys at 15.5%) collectively hold four of twelve board seats and 54% of voting rights through France's double-voting-rights regime. Minority shareholders are protected by behaviour, not by structure.

1. The People Running This Company

CEO: Yann Leriche (since 1 Jul 2020). Chairman: Jacques Gounon (since 2007).

Yann Leriche, CEO (52) — École Polytechnique and Ponts et Chaussées; came from Transdev where he ran Transamo and the North America bus/rail division before joining as CEO on 1 July 2020. Variable bonus paid out at 111% of target in 2025 ($782,200 of a $705,000 target), driven by EBITDA outperformance and operational excellence at Eurotunnel. The Board re-elected him for a second term ending 2029 and named him Vice-Chairman in 2025 to formalise the succession. His 2022 performance shares vested at 53.75% — the relative-TSR component vested at zero because Getlink underperformed its sector index over 2022–24. The pay-for-performance link is real, not cosmetic.

Jacques Gounon, Chairman (73) — Polytechnique-trained engineer who joined the Eurotunnel group in 2005 and was Chairman & CEO from 2007 until the roles were split in July 2020. He has driven the major capital projects (ElecLink completion in 2022). His term and the chairmanship require an over-70 age waiver. The Board's 25 February 2026 plan: re-elect him for one final year, then transition to a new chairman (likely Bertrand Badré, the Senior Independent Director). He had 311,477 of his 682,027 shares pledged (AMF declarations 2022 and 2024); 235,294 of those were released on 10 October 2025, leaving ~76,200 still encumbered. The remaining pledge is small relative to his stake but is the single biggest specific governance flag in the file.

Géraldine Périchon, CFO and Deputy CEO — Appointed Directrice générale adjointe on 1 March 2024 and reports directly to Leriche. She is on the Executive Committee but not the Board, and so is not bound by the Board's shareholding requirement.

Bertrand Badré, Senior Independent Director — Former CFO of the World Bank Group and CEO of Société Générale's CIB before founding Blue like an Orange Sustainable Capital. He chairs the Board's self-assessment process and oversees succession planning. He is the most likely next Chairman.

2. What They Get Paid

Pay sits below peer median. Mercer's benchmarking (commissioned annually by the Nomination Committee) places CEO Yann Leriche's $705,000 fixed salary below the lowest quartile of both the historic peer panel ($864,330) and the market-cap peer panel ($910,625). His $1,120,480 LTI grant value sits between the first quartile ($552,955) and the median ($1,440,198) of the historic panel. Leriche's CEO-to-median-employee pay ratio is 41x at group level and 11x for the parent company alone — modest for a European-listed industrial of Getlink's market cap.

Pay is genuinely at risk. The 2022 plan vested at 53.75% — the TSR weighting (45% of the plan) paid out zero because the share underperformed its sector index. Looking back to 2010, performance plans have vested at an average of roughly 55%, with several years below 50%. The CEO has no employment contract, no severance entitlement, and no non-competition payment. The Chairman draws fixed pay only — no bonus, no LTI, no severance.

The 2025 LTI plan tightens the screws further. EBITDA achievement gates kick in only above 95% of the target announced to the market; share-price performance must exceed both the sector index and absolute 2025 levels by 2027. ESG criteria (climate scope 1+2 reduction) carry 25% weight.

3. Are They Aligned?

Ownership and control

Insider activity in 2025 — six directors bought, none sold

The pattern is unambiguously a vote of confidence — six directors purchased on the open or off-market in 2025; the only sale was a 100-share trim by a staff representative the day after his free-share grant. Notably both Eiffage's CEO (de Ruffray) and Mundys' CEO (Mangoni) added to their personal stakes from the open market, which is meaningful given they already control the company through their employers.

Dilution and capital allocation

• Zero share dilution in three years. Capital remains at 550,000,000 shares since 2007. Authorised but unissued capital delegations exist but none have been used. Performance shares granted but not yet vested = 1.34M = 0.24% of capital. Total potential plan dilution = 0.31%.
• Buyback authority unused for cancellation. The 2025 buyback authorisation was renewed at the 27 May 2026 AGM ($776M ceiling, 5% of capital), but Getlink has not bought back shares for cancellation in 2025 — only routine liquidity-contract activity (4.46M bought / 4.24M sold via BNP Paribas, near-net-zero).
• Treasury position is 7.7M shares (1.41%), mainly earmarked for free-share plans and future M&A consideration.
• Dividend grew 38% year-on-year for 2025 ($0.61 → $0.94 per share equivalent) with a public commitment to grow toward $1.18 (€1.00) by 2030.

Performance share vesting history — actual discipline

The 11-year average vesting rate is 53%. The 2021 plan (granted just before the post-Covid traffic recovery) paid out only 22.5%. This is the strongest single piece of evidence that pay-for-performance is real at Getlink: in years when the share underperformed or operating targets were missed, executives lost meaningful expected value.

Related-party transactions

The statutory auditors' report (Forvis Mazars + Deloitte, 13 March 2026) concluded no new related-party agreements were authorised or entered into during 2025. The only legacy regulated agreement still in force is the 2020 Inter-Creditor Agreement among Getlink SE, Eurotunnel Holding, France Manche, BNY Mellon (security trustee) and BNP Paribas — pure intra-group/financing plumbing. There are no consulting contracts, no asset transfers, no licence fees flowing to the Chairman, the CEO, the Eiffage group or the Mundys group.

Skin-in-the-game scorecard

6/10. Scoring drivers:

• + Chairman holds $14M+ of stock; six directors bought on the open market in 2025; no insider sales of size.
• + Three-year LTI with TSR + absolute share price + EBITDA + climate gates; historical vesting averages 53% (genuine downside).
• + Zero dilution in three years; potential plan dilution capped at 0.31%.
• + No CEO severance contract, no non-compete payment, no defined-benefit pension; clawback enforceable for misconduct.
• + Audited zero new related-party agreements.
• − CEO Leriche's personal shareholding (40,250 shares ≈ $0.88M) is small relative to a $2.7M annual package. The Board's mandatory hold rule (one year of director's fees) is a low bar for a CEO.
• − Chairman still has ~76,200 shares pledged after the October 2025 partial release. Not material at the company level but a structural flag.
• − Two strategic shareholders' double-voting rights amplify their control beyond their economic interest, weakening minority influence.

4. Board Quality

The independent half of the board is genuinely senior. Bertrand Badré (former World Bank CFO, ex-SocGen CIB CEO) leads as Senior Independent Director and runs the annual board self-assessment. Jean-Marc Janaillac (ex-CEO Air France-KLM, ex-Transdev) chairs Audit. Sharon Flood (rail-finance specialist; non-exec at Pets at Home and Crest Nicholson) chairs Safety & Security. Lord Peter Ricketts (former UK National Security Adviser, ex-French Ambassador) chairs Nomination & Remuneration. Corinne Bach (former Sopra Steria, deep ESG) chairs Ethics & CSR and is Climate Lead Director.

The non-independent half is the watch-list. Of twelve directors, four sit by virtue of strategic-shareholder nomination (de Ruffray and Lemarié for Eiffage; Mangoni and De Bernardi for Mundys), two are management (Gounon, Leriche) and three are staff representatives. Both Eiffage and Mundys have shareholders on the Audit Committee (Lemarié, Mangoni, De Bernardi) — formal independence rules permit this because each shareholder holds under 25% of capital, but it does mean four of the six Audit Committee seats are filled by people answering ultimately to large shareholders.

Committee attendance is uniformly 100% in 2025 across all four committees — Audit met 6 times, Nomination & Remuneration 5, Safety & Security 3, Ethics & CSR multiple times. ISS rates Getlink's overall QualityScore at 3 (top decile of European peers); the pillar scores are Audit 5, Board 5, Compensation 3, Shareholder Rights 7 (the worst pillar — driven by double-voting rights and the absence of supermajority protections for minorities).

5. The Verdict

Governance Grade: B+.

Grade: B+.

The strongest positives: A statutory auditor's report confirming zero new related-party agreements; eleven years of below-100% performance-share vesting demonstrating real pay-for-performance; CEO compensation that genuinely sits below peer median; zero share dilution in three years; six directors buying on the open market in 2025; a Senior Independent Director with relevant credentials running succession; ISS top-decile composite score (3).

The real concerns: The control structure rather than current behaviour. Eiffage and Mundys together hold 54% of voting rights through France's double-voting regime, and four of twelve board seats. Their economic interests align with all shareholders today, but minorities depend on (a) Eiffage and Mundys not coordinating, and (b) the seven independent directors holding the line on conflicted matters. The Chairman's age waiver and 18-year tenure are accepted because he is being explicitly transitioned out at the 2026 AGM; the residual ~76,200 pledged Chairman shares are small but worth tracking.

The single thing most likely to cause a downgrade: Any signal that Eiffage and Mundys are coordinating their votes (e.g. joint board nominations, a shared M&A position on the company), or any unwinding of the discipline shown so far on related-party transactions. Most likely upgrade trigger: A clean Chairman succession to an independent director (Badré is the obvious candidate) and a CEO share-purchase commitment that closes the gap between his 40,250-share holding and his $2.7M annual package.