People
The People
Governance grade: B−. Pay design, board diversity and process are textbook Afep/Medef. The grade is held back by one structural fact: two strategic shareholders — Eiffage and Mundys — together control roughly 54% of capital and ~55% of voting rights as of April 2026, the chairmanship is held by an 18-year insider whose age limit was raised mid-stream to extend his term, and the CEO owns 0.007% of the company. This is a strategic-shareholder company with a competent operator running it for them.
1. The People Running This Company
Two split roles since July 2020. Jacques Gounon (Chairman, age 72, on the Board since 2007) is the long-tenured insider who restructured the company out of bankruptcy and oversaw ElecLink. Yann Leriche (CEO, 52) is the operator brought in from Transdev North America to industrialise the asset.
The bench is operationally credible. The thing to notice is that the strongest CV (Leriche) sits in the executive seat while the strongest equity position (Gounon, ~682k shares) sits in the non-executive Chair. That is not unusual in France, but it does mean that the person whose pay and incentives the Board most directly controls owns 0.0073% of the company, while the person who owns 0.124% does not run it.
Succession status: Gounon's Chairman term renews at the May 2026 AGM through 2030 after the age limit in the bylaws was changed from 70 to 75 in 2025. The Board's stated reason is continuity through the FY2026 Mid-Life capex cycle. The Senior Independent Director role (Bertrand Badré) exists to compensate for the non-independent Chair.
2. What They Get Paid
CEO target compensation is modest by French CAC-Next-20 standards. Mercer benchmarking shows Leriche's €600k fixed and €600k target variable both fall below the lowest quartile of the historical and market-cap peer panels. The 2025 outcome — €1.32m due, €0.95m of LTI fair value, €2.27m total awarded — is mid-tier, not aggressive.
Three things that read well. No defined-benefit pension for either officer; both are on the same defined-contribution plan as senior staff. No severance, no non-compete payment, no golden hello for the CEO. Clawback in place for variable pay if performance data is intentionally distorted and the officer committed deliberate misconduct (within five years).
The pay is earned in 2025: actual EBITDA at 108% of budget and operating cash flow at 109% trigger 120% payout rates on the financial criteria. Sustainability outperformed (-32% Scope 1+2 vs 2019, target -30%). The Eleclink "availability" criterion was assessed excluding the September 2024 outage and its consequences — that is the discretionary adjustment to watch (see §3).
The CEO equity ratio has roughly doubled since 2021 (18× → 37× average, 19× → 41× median). That trajectory is driven entirely by the LTI grant size scaling 40,000 → 50,000 → 65,000 → 80,000 shares per year, which compounds as the share price rises. The Chairman ratio has fallen (his fixed pay dropped from €525k in 2023 to €450k from 1 July 2023). The 41× median ratio is unremarkable for a French listed industrial of this size, but the direction matters — pay is becoming more leveraged to the share, which is what shareholder alignment looks like if the performance gates bite.
3. Are They Aligned?
This is where the file is most interesting and most uncomfortable.
Ownership and control
Concentration risk. Eiffage and Mundys together hold ~54.4% of capital and ~59.4% of voting rights as of April 2026. Both have explicitly stated they will not bid for control, but combined they represent a de facto control bloc. The two strategic shareholders have four Board seats between them (Eiffage: Benoît de Ruffray, Marie Lemarié; Mundys: Elisabetta De Bernardi di Valserra, Andrea Mangoni). Mundys's Andrea Mangoni — who is also Mundys's CEO — replaced Jean Mouton in July 2025.
The double-voting-rights mechanism (registered shares for two years) means Eiffage and Mundys, by holding long, have voting rights well above their economic stake while retail and most institutions sit at 1×. The May 2025 AGM achieved a 79.09% quorum — high — but in any vote where the two strategic shareholders agree, the answer is decided before the AGM opens.
Insider buying versus selling
Consistent low-volume buying across independent directors and one new joiner (Mangoni). One token sale (100 shares by a staff representative). The CEO's 21,500-share acquisition is the partial vesting of the 2022 LTI plan (53.75% vesting rate — see below). There has been no opportunistic insider selling, which is what you want to see; equally, none of the buys are large enough to be a meaningful conviction signal — they look like compliance with the bylaw requirement that each director hold a year's fees in shares.
The pledge story (the only real flag)
The Chairman's stake of 682,027 shares included 311,477 pledged shares as of November 2024. A release covering 235,294 shares was filed with the AMF on 13 October 2025, leaving ~76,183 shares still pledged at year-end. Pledging by an active Chairman is a personal-finance arrangement and is disclosed, but it is the kind of governance footnote that a rating agency or proxy advisor will mark down. The size is small enough not to threaten the float.
Dilution
Annual LTI envelopes have grown ~13% per year (300k → 600k). Against 550m shares outstanding that is ~0.11% annual gross dilution, capped — the maximum potential capital impact for the CEO's individual grant is 0.015%. Most plans vest partially: 2022 at 53.75%, 2021 at 22.5%, 2020 at 50%. The TSR gate has actually failed twice (2021, 2022) and the 2026 proposal strengthens the share-price gates (relative + absolute TSR rises from 40% to 60% of cumulative weighting). That is a credible toughening.
Related-party behaviour
The Board's annual review found inter-group flows with subsidiaries of Eiffage, Mundys and other director-affiliated groups did not exceed 0.47% of total Group purchases or sales. No director sits on the Getlink subsidiary boards that contract with their parent groups. As a structural matter, with two strategic shareholders that also own infrastructure assets (Eiffage builds and operates concessions; Mundys runs Aeroporti di Roma, Telepass, Abertis, etc.), the related-party exposure is structurally non-zero, but it has not been weaponised so far.
Capital allocation behaviour
Dividend resumed and €600m green bond issued in March 2025 to refinance into the 2030 maturity wall. No buyback at a meaningful scale (treasury shares are used for LTI). The strategic shareholders adding to their stakes at €17.40–€17.70 per share in 2025–2026 is a private signal that they see fair value above current levels — that is a useful read-through.
Skin-in-the-game score
Skin-in-the-Game Score (1–10)
5/10. Score breakdown: strategic shareholders are economically very skin-in (Eiffage put €692m + €167m of cash to work to build their stake), and they sit on the Board, so principal-agent risk is contained at the block level. The management team is barely skinned in: the CEO holds 40,250 shares (~€760k at €18.79 — under one year of pay), the Chairman holds 682,027 shares but ~76k of them are still pledged. Pay design is reasonable; dilution is restrained; alignment between management and ordinary shareholders is mediocre. A 7+ would require the CEO to hold at minimum 5× annual fixed pay in unencumbered shares — he is materially below that.
4. Board Quality
Fifteen directors. Six independent (40%, or 50% excluding the three staff representatives, which is the Afep/Medef calculation). Five women out of twelve non-employee directors (41.67%). Average age 59. Average tenure 5.6 years. Attendance 98% in 2025 across 22 board and committee meetings.
Strengths. Genuine ESG/climate depth (Bach is a decarbonisation entrepreneur; Poirson wrote France's circular economy law and ran sustainability at Accor; Badré led sustainable-finance work at the World Bank). Real UK access (Lord Ricketts is a former UK National Security Adviser and Ambassador to France — uniquely valuable given that 50% of revenue is UK-side and that ElecLink and Eurotunnel both sit under the National Security and Investment Act regime). Audit Committee chaired by Sharon Flood, who chairs Network Rail's audit committee.
Weaknesses. Cybersecurity / digital expertise is thin relative to the operational risk (an interconnector and a sub-sea rail with two control centres). The 12-year independence rule will disqualify Bach in 2028 and Badré in 2029 (exactly when Gounon's renewed term would otherwise still run), and the Board has already pre-shortened both terms — this leaves an open question about who replaces them with comparable seniority. The Chair is non-independent and has been on the Board for 18 years; the Senior Independent Director role is the formal counterweight but is not the same as an independent chair.
2025 meetings (board + cttee)
Of which board
Attendance
Independence (excl. SRDs)
The 14 May 2025 AGM approved CEO say-on-pay at 98.42% and Chairman say-on-pay at 99.84% — high marks even by French standards, where activist proxy advisor pushback is increasingly common. There is no record of material proxy-advisor opposition in 2025.
5. The Verdict
Governance Grade
What earns the grade. Pay design is restrained and properly performance-gated — the 2022 LTI vesting at 53.75% (with the relative-TSR gate failing) shows the gates actually bite. No defined-benefit pension, no severance, no non-compete, no golden hello, clawback in place. CEO pay is below peer Q1 — not a compensation excess story. Diverse, capable, well-attended board with deep ESG and UK-cross-border bench strength. 98% attendance, 50% independence, 42% female, all three meaningful. Strategic shareholders are aligned with operational excellence — they paid up to add stakes in 2025–2026.
What holds it back. Two strategic shareholders control ~54% of capital and ~59% of voting rights — minority shareholders are price-takers on every meaningful capital-allocation decision. The 18-year non-independent Chairman had the bylaws amended to extend his term to 2030. Management equity skin-in-the-game is light: the CEO owns under one year of pay in shares. The Chairman has ~76k shares still pledged. Two senior independent directors (Bach, Badré) reach the 12-year wall in 2028–2029, leaving an open question about senior-independent depth at exactly the moment Gounon would still be Chair.
The single thing most likely to upgrade the grade: an explicit, public Chairman succession announcement before the May 2026 AGM, ideally with an independent successor and a clear retirement of the bylaw age extension. Most likely to downgrade: any related-party transaction at scale with Eiffage or Mundys (e.g. a cross-asset swap, a concession sale, a buyout offer at a discount to long-run fair value), or evidence that the two strategic shareholders are voting as a bloc on contested resolutions. Watch the 27 May 2026 AGM.