People

The People Running This Company

Governance grade is B+. Reason: textbook Afep/Medef compliance, two dominant long-term strategic shareholders (Eiffage 27.7% + Mundys 25%) providing the alignment that the executive team's tiny direct ownership does not, balanced against three nags — a bespoke age-limit amendment to keep the 73-year-old Chairman, a pledge on 76,183 of his 682,027 shares, and a 2026 variable-pay cap raised from 120% to 150%.

The Chairman/CEO roles split on 1 July 2020. Both seats matter to the trust case for different reasons: Gounon owns the 1986–2020 history and the binational diplomatic relationships that keep the 2086 concession safe; Leriche owns the operational story (Eleclink, asset management, new high-speed operators) the market is buying today.

Jacques Gounon (Chairman, age 72/73). Engineer (Polytechnique, Ponts et Chaussées). Eurotunnel CEO from 2005 through the 2007 financial restructuring; Chairman+CEO until separation in 2020; non-executive Chairman since. Holds 682,027 shares (0.124% of capital), the largest individual insider stake by a wide margin. Material caveat: 76,183 of those shares are still pledged after a partial release on 13 October 2025 (down from 311,477 pledged since August 2022). The Board specifically amended the Articles in May 2025 to raise the Chairman's age limit from 70 to 75 — i.e. a bespoke change to keep him through his next 4-year term ending 2030. This is the single sharpest governance compromise in the file.

Yann Leriche (CEO, age 52). Engineer, ex-CEO of Transdev North America (2017–2020), Transdev SZ Germany, and Transamo. Reappointed 1 July 2024 for a second four-year term. Director of Air France-KLM since 2023. Operationally, his tenure has covered Eleclink commissioning (May 2022, after he arrived), Brexit-driven smart border rollout, and the new-entrant Eurostar competition file. He owns 40,250 shares (0.007% — worth ~€775k at current ~€19) and has zero employment contract, zero severance, zero non-compete, zero defined-benefit pension. The 2022 LTI vested in May 2025 at only 53.75% — TSR weighting paid out at 0% because the share underperformed the GPR Getlink sector index over the three-year window. So performance pay is biting.

Géraldine Périchon (Deputy CEO + CFO since March 2024). HEC, ex-Lazard, BCG, Cinven, Suez (M&A and Italy CFO). Joined as CFO in September 2020. Promoted to Deputy CEO in 2024 — the most important succession signal in the file, since this is the natural internal candidate when Leriche's second term ends in 2028.

Executive Committee. Nine members; four are women (44%); average age 53. The bench is operationally credible (Eurotunnel Deputy CEO Cazelles ex-SNCF/Keolis, Eleclink CEO Moore ex-EDF/British Energy, Europorte Chair Doutrebente internal-promoted). Only one new joiner in 2025 (HR Chief Nicola Lyons) — turnover is low, which for a 2086-concession asset is the right pattern.

What They Get Paid

Leriche's €2.27m total for 2025 is below the first quartile of both Mercer benchmark panels (historical peers and Next-20 market-cap peers) on fixed comp (€600k vs €735.6k Q1) and between Q1 and median on LTI grant value (€953.6k vs €1.226m median). The Board therefore raised the 2026 variable cap from 120% to 150% — that's an aggressive lift that the reader should flag, even though the structure (45% financial, 15% sustainability, 40% strategic) is unchanged.

The 2025 variable paid 111% of target. The four biggest financial line items were honestly earned: EBITDA at 108% of budget, operating cash flow at 109%, Eurotunnel asset programme at 100%, Eleclink availability 96.57% versus 95% target, and Scope 1+2 emissions down 32% vs the 30% target. The two "strategic" criteria (asset management, Eleclink) accounted for €181k of the €666k — these are softer, but at 100–102% payout there is no evidence of generous grading.

LTI structure is genuinely demanding. The 2022 plan vested at 53.75% of grant because the TSR weighting (45% of the plan) paid zero — Getlink's share underperformed the sectoral GPR Getlink Index. That is exactly what a market-relative TSR test should do, and it removes the "performance pay always pays" criticism. For 2026, share-price weighting goes up from 40% to 60% of LTI (split 30% relative TSR / 30% absolute), EBITDA weighting drops from 35% to 20% — i.e. more market-aligned, less ratchet-able.

The Chairman gets €450k fixed + €51k fees + €11.4k car allowance = €513k. No variable. No LTI. No pension contribution (he has already taken his rights). For a 73-year-old non-executive Chairman with binational diplomatic duties, that is restrained.

CEO-to-employee ratios climbed sharply: 18× in 2021 → 37× in 2025 against the Group average (41× against the median). The bulk of the move is performance-share grant value rising as the share price recovered; fixed pay went up only once (€550k → €600k in mid-2024). The ratio is high but defensible for an industrial group of this size.

Are They Aligned?

This is the part that does the work. Skin-in-the-game by management is weak; skin-in-the-game by strategic shareholders is the strongest you will see in European listed infrastructure.

Net direction in 2025: buying. Zero meaningful insider sale. Every individual director who transacted either bought on the open market or took shares through LTI vesting. The single 100-share sale by staff director Vanderbec is rounding error. Eiffage's 39.1m-share off-market purchase from Platinum Compass B in October 2025 is the headline trade and unambiguously a vote of confidence.

Dilution is microscopic. Share count has been static at 550,000,000 for three straight years. Total outstanding free shares + performance shares not yet vested = 0.31% of capital. The 2026 LTI authorisation is up to 600,000 shares (≈0.11% of capital) for ~65 senior managers including the CEO. No warrants. No convertibles outside the 2030 Green Bonds (which are not convertible).

Capital allocation is shareholder-friendly but disciplined. Dividend €0.80/share for FY25 (up from €0.58, €0.55, €0.50 in the three prior years — 38% lift this year), guidance is to add €0.05/year through 2030 reaching €1.00. The €440m payout almost exactly equals the FY25 parent company profit of €435m, with the rest funded from distributable reserves — i.e. shareholders are getting all the earnings. Buybacks: zero shares purchased under the regular 2025 programme even with €660m authorised; only the BNP liquidity contract traded (4.46m bought, 4.24m sold at average prices €15.81/15.86 — close to neutral). Management is not buying back at >€16/share; they preferred to issue €600m of 4.125% Green Bonds for refinancing in April 2025 and let the dividend grow. That is a defensible choice for an investment-grade-adjacent (BB+) infra operator.

Related-party situation is light. Disclosed regulated agreements pass through Board pre-approval + statutory auditor special report + AGM vote. Executive officers receive no remuneration from other Group companies. Board confirmed in 2025 there are no material conflicts of interest among directors. The two strategic blocks (Eiffage, Mundys) are operating peers in adjacent infrastructure — Eiffage is a major French construction/concessions group and Mundys runs airports/toll roads. Either could try to extract synergies on procurement or M&A; the file shows no such transaction so far.

Score reasoning: Subtract from a 10 for tiny CEO ownership (1.5 pts), Gounon's residual pledge (0.5), the 2026 variable-cap lift to 150% (0.5), and the bespoke age-limit amendment (1.0). Add back nothing — the strategic-shareholder concentration is alignment, but only if you trust that Eiffage and Mundys are not secretly aligned with each other against minority holders. They say they are not.

Board Quality

The board has real teeth in three places. Audit is chaired by Bertrand Badré, the Senior Independent Director — Badré was World Bank Group CFO and Société Générale CFO, exactly the profile that should be reading Eleclink revenue-recognition and refinancing notes critically. Nomination + Remuneration is chaired by Jean-Marc Janaillac, who ran Air France-KLM and before that Transdev — uncommon for a remuneration committee chair to have hired and fired CEOs of a comparable infrastructure operator. Safety + Security is chaired by Sharon Flood, who chairs Network Rail's audit committee in the UK — the binational coverage that this asset specifically needs.

The two weak spots: (i) Gounon, age 73, is not independent (12+ years on the board, employed by Eurotunnel in his prior CEO role) — yet his age limit was specifically raised, and he is being reappointed to 2030, which is 23 years on the board at end. The Senior Independent Director role exists precisely to limit this risk, but it is a constraint that depends on personalities. (ii) Badré loses independence in 2029 under the 12-year rule (the Board has pre-committed to ending his term then); Bach loses independence in 2028 under the same rule (her term has been pre-limited). After 2029, the natural Senior Independent successor is not yet named. Succession beyond the executive level is the more pressing question.

Strategic shareholders' four seats (Ruffray, Lemarié for Eiffage; De Bernardi, Mangoni for Mundys) are appropriate for their economic stakes. None of these four are classified as independent, which is the honest disclosure. The risk is not concealment — it is that minority-shareholder topics (e.g., a future related-party deal with Eiffage's construction businesses, or a Mundys-led M&A approach) would need to clear a 50% independent board over four de-facto-aligned strategic seats. Pre-approval thresholds (€20m for acquisitions/disposals; €10m for borrowing impact and equity impact) are tight enough that nothing material slips under the radar.

Self-assessment 2024/2025 surfaced two specific recommendations: (i) reduce board size — being done (staff reps dropping from 3 to 2, reducing total to ~14); (ii) lengthen strategic discussion time — being done. Quorum at the May 2025 AGM hit a record 79.09%, comp policy votes 98–100%. That is not the support level of a board the market mistrusts.

The Verdict

Grade: B+

What is good: the structure is clean (Afep/Medef, split Chairman/CEO, real committees with experienced chairs, Senior Independent Director, 50% independence, 42% women, 100% attendance, demanding LTI that actually flexes to zero on the market criterion, no severance/no DB pension/no non-compete, clawback, ~99% AGM support); the strategic-shareholder concentration provides the alignment that the executive team's direct ownership does not; capital allocation behaviour (no buybacks above €16, dividend disciplined to €0.05/year, no dilution) is shareholder-friendly.

What is real concern: (1) the bespoke age-limit amendment to keep Gounon to 2030; (2) the 76,183 still-pledged Chairman shares; (3) the 2026 variable-pay cap raised from 120% to 150% — Mercer benchmarking justifies it but the move is in the wrong direction; (4) Eiffage 27.7% + Mundys 25% post April 2026 = de facto control by two non-concerted blocks — minority protection depends on the non-concert holding; (5) the Senior Independent Director loses that status in 2029 with no named successor.

Upgrade trigger: a credible succession plan for the Chairman role (i.e. announcement of who follows Gounon when his term ends in 2030), plus full release of the residual pledge. Both are plausible inside the next 18 months.

Downgrade trigger: a related-party deal between Getlink and Eiffage (construction) or Mundys (concessions/airports) that is priced opaquely; or any sign Eiffage and Mundys are coordinating votes. Either would convert "two big disciplined shareholders" into "control bloc extracting value".