Type of plan | LTIP 2019-2021 | ||
|---|---|---|---|
Type of plan Performance conditions | LTIP 2019-2021 Organic growth rate of Publicis Groupe compared to a peer group | Operating margin of Publicis Groupe compared to a peer group | A CSR criterion(1) |
Type of plan Type of performance conditions | LTIP 2019-2021 Relative performance compared with the peer group Omnicom, WPP, IPG, Publicis Groupe | ||
Type of plan Weighting(2) | LTIP 2019-2021 45% of shares awarded | 45% of shares awarded | 10% of shares awarded |
Type of plan Acquisition(3) | LTIP 2019-2021 • Highest organic growth rate compared to the peer group: 100% of the shares delivered; • Growth rate in 2nd position: 75% of the shares delivered; • Margin in 3rd position: 50% or 30% of the shares delivered depending on the difference with the 2nd position: if the difference is minimal (< 10%), 50% may be delivered, and if the difference is significant (> 15%), 30% will be delivered. For a difference between 10% and 15%, the Compensation Committee will decide the percentage of the shares that may be delivered. This requires final approval from the Supervisory Board. | • Highest operating margin compared to the peer group: 100% of the shares delivered; • Margin in 2nd position: 75% of the shares delivered; • Margin in 3rd position: 50% or 30% of the shares delivered depending on the difference with the 2nd position: if the difference is minimal (< 10%), 50% may be delivered, and if the difference is significant (> 15%), 30% will be delivered. For a difference between 10% and 15%, the Compensation Committee will decide the percentage of the shares that may be delivered. This requires final approval from the Supervisory Board. | • 10% of the shares awarded will be delivered if the CSR performance condition is achieved: at least 40% women on the Groupe’s Executive Committees, in Solutions, and main countries. |
Type of plan Performance period | LTIP 2019-2021 Following a three-year period at the end of which performance is calculated | ||
(1) A CSR criterion was added to the performance conditions in 2019.
(2) New weighting for the 2019-2021 plan to include the CSR performance condition.
(3) New standardized performance conditions for organic growth and operating margin.
Publicis Groupe strives to use appropriate and ambitious criteria. These criteria are primarily based on a quantifiable, performance-related assessment (encouraging Publicis Groupe management to deliver the best results in the market) as well as complete transparency, results being mostly measured against public data. These decisions turn the plans into a tool for motivating and retaining Publicis Groupe management. The historic rates of achievement of performance conditions for the various plans that have been established show how fitting and extremely ambitious the criteria used are, making it possible to align Groupe and shareholder interests over the long term. As an illustration, the rates of achievement of performance conditions for plans awarded in 2013 and 2016 demonstrate that grants are based on strict conditions and that they are consistent with shareholders’ interests over the long-term.
Plan | 2013-2015 LionLead2 | LTIP 2013-2015 Directoire | LTIP 2016-2018 Directoire | 2016-2018 LionLead3 |
|---|---|---|---|---|
Plan Percentage | 2013-2015 LionLead2 50% | LTIP 2013-2015 Directoire 53.2% | LTIP 2016-2018 Directoire 50% | 2016-2018 LionLead3 75% |
The LTIP 2019-2021 Directoire plan shares will be delivered, subject to final validation and an external opinion on the performance conditions, on June 14, 2022.
The Supervisory Board considers that consistency in the performance conditions helps to create long-term value. This is why the performance criteria concerning organic revenue growth and the Groupe’s operating margin have been used since 2003 in long-term compensation programs and for annual variable portions. In accordance with the Afep-Medef Corporate Governance Code revised in June 2018, a CSR criterion was introduced in 2019.
