Laurent Mercier
Chief Financial Officer at COTY
Executive
About Laurent Mercier
Laurent Mercier, 55, is Coty’s Chief Financial Officer and Executive Committee member since February 15, 2021; he holds a degree from ESSEC and previously served as Coty’s Deputy CFO (May 2020–Feb 2021) and CFO of Coty’s Luxury business (Nov 2017 onward) . Under his finance leadership, Coty delivered EBITDA CAGR of +9% from 2021 to 2025, expanded EBITDA margin by 190 bps to 18.4%, and reduced leverage from ~6.8x to ~3.5x; Prestige Fragrances reached ~£3.5B with ~+10% CAGR over FY21–FY25 . In FY2025 pay-versus-performance disclosure, Coty TSR on a $100 base equaled $104 vs peer group $109.1, with FY2025 adjusted EBITDA of $1,081.7M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coty | Chief Financial Officer | Feb 2021–present | Led deleveraging to ~3.5x, EBITDA >$1B for second year, margin expansion to 18.4% |
| Coty | Deputy CFO | May 2020–Feb 2021 | Transition leadership across finance during transformation |
| Coty Luxury | CFO | Nov 2017–May 2020 | Strengthened Prestige leadership, blockbuster launches |
| Danone S.A. | VP Finance, European Dairy | 2014–2017 | Finance leadership across Europe Dairy |
| Danone S.A. | CFO Evian Volvic Germany; CFO Asia, Middle East & Africa | Not disclosed | Multi-region finance leadership |
External Roles
- No public company directorships or committee roles disclosed in the proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $790,264 | $910,548 | $903,212 |
| Bonus ($) | — | — | — |
| Non-Equity Incentive Plan Comp ($) | — | $661,494 | — |
| All Other Compensation ($) | $117,008 | $154,373 | $102,002 |
| Total Compensation ($) | $2,583,217 | $8,193,442 | $1,867,036 |
| Notes | APP target 70% of base; max 200% | APP target 70% of base; max 200% | APP target 70% of base; max 200% |
- Perquisites (FY2025): employer healthcare contribution $689 and tax services reimbursement $84,534 .
- Contracted base salary in arrangement: €825,000 (unchanged for FY2025) .
Performance Compensation
Annual Performance Plan (APP) – FY2025
| Metric | Minimum | Target | Exceeds Target | Actual | Factor |
|---|---|---|---|---|---|
| Net Revenue Growth (LFL) | 6% | 7% | — | (2%) | 0.60 |
| Adjusted EBITDA ($M, absolute) | 1,189 | 1,200 | 1,230 | 1,081.7 | 0.60 |
| Free Cash Flow ($M) | 410 | 440 | — | 278 | 0.60 |
| Total Payout Factor | — | — | — | 0 (threshold not met) | 0 |
- APP construction: collective performance metrics; factor range 0.0–2.0; only above-target EBITDA can drive factor >1.0 . FY2025 APP paid zero due to not meeting absolute EBITDA threshold .
Long-Term Performance RSUs (PRSUs) – FY2025 Grant Framework
| Metric | Weighting | Measurement Period | Structure |
|---|---|---|---|
| Adjusted Operating Income | 60% | 3-year cumulative (FY2025–FY2027) | 7 tiers; 0–100% of PRSUs earned |
| LFL Net Revenue Growth | 30% | 3-year average (FY2025–FY2027) | 7 tiers; 0–100% of PRSUs earned |
| ESG Ratings Improvement | 10% | Assessed end of FY2027 | Improvement toward “low risk” |
- FY2025 grants: 111,925 PRSUs on Oct 19, 2024 vesting Oct 19, 2027, subject to 3-year objectives and continued employment .
Equity Grant Details and Vesting Schedules
| Award Type | Grant Date | Quantity | Vesting | Conditions |
|---|---|---|---|---|
| RSUs (one-time EC award) | Oct 19, 2023 | 559,625 | 15% on Oct 19, 2024; 15% on Oct 19, 2025; 20% on Oct 19, 2026; 20% on Oct 19, 2027; 30% on Oct 19, 2028 | Continued employment; standard exceptions |
| PRSUs (annual) | Oct 19, 2023 | 111,925 | Cliff vest Oct 19, 2026 | Achievement of 3-year performance objectives; continued employment |
| PRSUs (annual) | Oct 19, 2024 | 111,925 | Cliff vest Oct 19, 2027 | Achievement of 3-year performance objectives; continued employment |
| Stock vested FY2025 | FY2025 | 235,635 shares | Vested during FY2025 | Value realized $1,813,803 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 615,742 Class A shares; <1% of outstanding |
| Shares Outstanding (record date) | 873,857,477 Class A shares |
| Unvested RSUs (FY-end market value) | 475,682 RSUs; $2,211,921 market value at $4.65 |
| Additional RSU tranche | 126,582 RSUs; $558,606 market value |
| PRSUs outstanding (framework) | 111,925 PRSUs (2023 grant; vests 2026) and 111,925 PRSUs (2024 grant; vests 2027) |
| Hedging/Pledging | Insider Trading Policy filed; pledging/hedging specifics not disclosed in proxy excerpt |
| Clawback | 3-year recoupment for restatements; includes cancellation of unvested equity; fraud/willful misconduct clawback unchanged from 2020 policy |
| Stock Ownership Guidelines | Not disclosed for Mercier in the proxy excerpts |
Employment Terms
| Term | Provision |
|---|---|
| Role start date | CFO since February 15, 2021 |
| Base salary (contract) | €825,000; unchanged for FY2025 |
| APP eligibility | Target 70% of base; max 200% |
| Non-compete / Non-solicit | 12 months post-employment |
| Notice period | 6 months or pay in lieu |
| Payments upon termination (general) | Monthly payments equal to two-thirds of base salary for 12 months in consideration of non-compete/non-solicit; applicable statutory notice or pay in lieu; vesting per award terms |
| Change-in-control treatment | Double-trigger required for accelerated vesting under ELTIP; full vesting upon termination in connection with change in control |
Incremental Payments Table (as of June 30, 2025; COTY Class A at $4.65)
| Scenario | Incremental Payments (Mercier) |
|---|---|
| Resignation with Good Reason | $1,042,492 |
| Termination without Cause | $1,042,492 |
| Termination for Cause | — |
| Resignation without Good Reason | — |
| Disability, Retirement or Death | $1,096,535 |
| Change in Control (CIC) | — (CIC alone) |
| Good Reason Resignation or Termination without Cause after CIC | $4,883,922 |
Compensation Structure Analysis
- Shift to performance-based equity: Annual PRSUs with 3-year cliff vesting tied to Adjusted Operating Income (60%), LFL Net Revenue (30%), and ESG ratings (10%), increasing pay-at-risk and performance alignment .
- One-time EC RSU grant with back-weighted five-year vesting (15/15/20/20/30) supports retention; EC members not eligible for additional service RSU grants during vesting horizon .
- No option awards; APP factor 0 in FY2025 due to EBITDA threshold miss, demonstrating downside sensitivity in cash incentives .
- Benchmarking: Compensation targeted around median of peer group; Willis Towers Watson engaged; FY2024 Say-on-Pay approval ~94.3% signals shareholder support .
Performance & Track Record
| Metric/Context | Data |
|---|---|
| EBITDA CAGR FY21–FY25 | +9%; ~$760M to ~$1.08B; margin +190 bps to 18.4% |
| Leverage ratio | ~6.8x → ~3.5x FY25 |
| Prestige Fragrances | ~£3.5B revenue; ~+10% CAGR FY21–FY25 |
| FY2026 H1 guidance | LFL net revenue decline: Q1: -6% to -8%; Q2: -3% to -5%; adjusted EBITDA decline mid-to-high teens (Q1) and low-to-mid teens (Q2); EPS ex equity swap $0.33–$0.46 |
| Free Cash Flow H1 FY26 | >€350M; leverage ~in line to below ~3.5x by end CY2025 |
- Execution risks noted: retailer inventory destocking, tariff impacts in H1 FY26, phasing of fixed-cost savings, resumption of variable compensation pressure .
Governance, Compliance, and Policies
- Clawback: 3-year recoupment for Section 16 officers; broader than SEC baseline; applies to cash and equity; filed as 10‑K Exhibit 97.1 (FY2024) .
- Insider Trading Policy: filed as 10‑K Exhibit 19.1 (FY2024); designed for compliance with U.S. and EU rules; specific pledging/hedging prohibitions not detailed in extract .
- Section 16(a) compliance: Mercier filed a late Form 4 due to administrative error related to tax withholding on RSU vesting .
Investment Implications
- Alignment: High proportion of pay-at-risk via PRSUs with multi-year, multi-metric design and back-weighted RSU vesting supports retention and long-term value creation; zero APP payout in FY2025 confirms downside exposure and pay-for-performance integrity .
- Vesting cadence: Scheduled RSU vesting dates through Oct 2028 and PRSU cliffs in Oct 2026 and Oct 2027 create identifiable windows where equity could settle; monitor Form 4 activity around these dates and blackout windows to gauge potential supply dynamics .
- Change-in-control economics: Double-trigger equity acceleration and quantified CIC-related payments ($4.88M for good reason/without cause post-CIC) clarify downside protection; absence of tax gross-ups is shareholder-friendly .
- Execution outlook: Near-term guidance flags margin and tariff pressure with sequential improvement; track PRSU metric trajectories (Adjusted Operating Income, LFL Net Revenue, ESG rating) against FY2026–FY2027 delivery to anticipate eventual PRSU vesting outcomes and compensation realization .
- Governance signal: Strong Say-on-Pay support (~94.3%) and independent consultant engagement suggest stable compensation governance; minor Section 16 filing lapse appears administrative and isolated .