2019 Annual financial report

Chapter 3. Governance and Compensation

Table – Items of compensation paid or awarded in 2019 to Anne-Gabrielle Heilbronner, member of the Management Board, subject to shareholder approval

Items of compensation subject to approval
Amounts paid in respect of the past financial year
Amounts awarded in respect of the past financial year or accounting valuation
Presentation
Items of compensation subject to approval

Fixed compensation

Amounts paid in respect of the past financial year

600,000

Amounts awarded in respect of the past financial year or accounting valuation

600,000

Presentation

Proportion of fixed compensation: 55.56%

The rules for determining the fixed compensation of members of the Management Board can be found in Section 3.2.1.4 of this document.

Items of compensation subject to approval

Annual variable compensation

Amounts paid in respect of the past financial year

480,000

Amounts awarded in respect of the past financial year or accounting valuation

480,000

Presentation

Proportion of variable compensation: 44.44%

Variable compensation to be paid in 2020 for financial year 2019:

After reviewing the performance achieved for each of the criteria indicated below during the 2019 financial year, the Supervisory Board set the variable compensation of Anne-Gabrielle Heilbronner at 480,000 euros gross, the payment of which will be submitted to the General Shareholders’ Meeting of May 27, 2020 in its fourteenth resolution pursuant to article L. 225-100 III of the French Commercial Code. This amount results from the following facts and assessments shown below and in the table below.

Items of compensation subject to approval

Multi-year variable compensation

Amounts paid in respect of the past financial year

-

Amounts awarded in respect of the past financial year or accounting valuation

-

Presentation

N/A

Items of compensation subject to approval

Exceptional compensation

Amounts paid in respect of the past financial year

-

Amounts awarded in respect of the past financial year or accounting valuation

-

Presentation

N/A

Items of compensation subject to approval

Stock options, performance shares or any other long-term benefit (warrants, etc.)

Amounts paid in respect of the past financial year

N/A

Amounts awarded in respect of the past financial year or accounting valuation

288,600

Presentation

This amount represents the maximum annual valuation in the consolidated financial statements of the performance shares awarded in 2019 to Anne-Gabrielle Heilbronner under the LTIP 2019-2021 Directoire performance shares plan described in Section 3.2.1.4. It was decided to award her 20,000 shares subject to continued presence and performance conditions covering the period 2019-2021 (i.e. 6,667 shares subject to continued presence and performance conditions per year).

Items of compensation subject to approval

Other benefits

Amounts paid in respect of the past financial year

12,357

Amounts awarded in respect of the past financial year or accounting valuation

12,357

Presentation

This amount corresponds to the cost to the Publicis Groupe of job-loss insurance.

The use of one of the Company cars(1).

Items of compensation subject to approval

Indemnities when taking or leaving a function

Amounts paid in respect of the past financial year

-

Amounts awarded in respect of the past financial year or accounting valuation

-

Presentation

No sum was awarded with respect to the past financial year. The severance payment described in Section 3.2.1.4 that may be paid to Anne-Gabrielle Heilbronner equates to 12 months of total gross compensation (fixed and variable compensation paid), subject to performance conditions, i.e., an estimated amount of euro 1,092,357.

Items of compensation subject to approval

Non-compete agreement

Amounts paid in respect of the past financial year

-

Amounts awarded in respect of the past financial year or accounting valuation

-

Presentation

No sum was awarded with respect to the past financial year. The non-compete payment described in Section 3.2.1.4 that may be paid to Anne-Gabrielle Heilbronner under her employment contract equates to 30% of gross salary, excluding variable items, i.e. an estimated amount of euro 180,000.

Items of compensation subject to approval

Supplementary pension plan

Amounts paid in respect of the past financial year

-

Amounts awarded in respect of the past financial year or accounting valuation

-

Presentation

N/A

Items of compensation subject to approval

Collective health and welfare insurance and systems

Amounts paid in respect of the past financial year

4,528

Amounts awarded in respect of the past financial year or accounting valuation

4,528

Presentation

This is the employer’s contribution to the collective health and welfare insurance.

Items of compensation subject to approval

Compensation by the company(ies) within the scope of consolidation as per L. 233-16 of the French Commercial Code

Amounts paid in respect of the past financial year

-

Amounts awarded in respect of the past financial year or accounting valuation

-

Presentation

Anne-Gabrielle Heilbronner continues to benefit from an employment contract with one of the Groupe’s subsidiaries.

Anne-Gabrielle Heilbronner holds other positions in Groupe subsidiaries. Compensation from positions in Group companies is excluded by Janus, the code of conduct of Publicis Groupe.

Anne-Gabrielle Heilbronner does not receive compensation other than that detailed in this document.

(1) Benefits in kind relating to the use of a company-provided vehicle are not mentioned if they are for an immaterial amount.