Management Board members may be entitled to benefits based on local regulations and compensation practices, such as the use of a Groupe company car. Where a member of the Management Board has been hired from outside the Groupe, the Supervisory Board may decide to compensate the loss of benefits, in whole or in part, due to his or her leaving the former employer. Detailed quantified elements of the compensation policy are explained in Section 3.2.1.5 for the Chair of the Management Board and in this section for the other members of the Management Board.
If a new Management Board is appointed or a new member joins the Management Board, the above compensation policy applicable to Management Board members is applicable to them. The Supervisory Board, upon the recommendation of the Compensation Committee, will determine, within the framework of this policy, depending on the specific situation of the person concerned, the fixed and variable components of their compensation, as well as the parameters, objectives and criteria for the variable elements of their compensation.
The gross annual fixed compensation of Jean-Michel Etienne amounts to euro 840,000, unchanged from 2016. The Supervisory Board had approved this compensation in line with:
The Supervisory Board, upon the recommendation of the Compensation Committee, decided on the criteria for the variable compensation of Jean-Michel Etienne for the 2020 financial year. The variable compensation of Jean-Michel Etienne, which, if targets are met, may represent up to 100% of his fixed compensation, without exceeding this percentage, is based on the following for the 2020 financial year:
In addition, as indicated in Section 3.2.1.1 and in the exceptional context of the Covid-19 pandemic, the assessment of the performance of Jean-Michel Etienne for the year 2020 will take into account his ability to manage the crisis, without modifying his overall variable compensation as a percentage of the fixed compensation: ensure the health and safety of the Groupe’s employees, maintain smooth operations, protect client’s revenue and portfolios, rigorously manage costs, take appropriate measures for the strict management of resources and the protection of the Groupe’s assets.
Jean-Michel Etienne joined the LTIP 2019-2021 Directoire performance shares plan. The number of shares that may be delivered in 2022 at the end of a three-year vesting period (except in the event of death or disability), will depend – for 90% of the shares awarded – on Publicis Groupe’s average financial performance over a three-year period (2019-2021) as compared with the average financial performance of a peer group comprising WPP, Omnicom, IPG and Publicis Groupe, plus a CSR condition for 10% of the shares awarded.
Assuming the performance conditions are met, entitlement to receive shares is subject to continued employment until the end of the vesting period. Any entitlement to receive shares under the LTIP 2019-2021 Directoire plan will be lost upon resignation. In the event of forced departure or a departure due to a change in control or strategy and except in the event of serious or gross misconduct, shares awarded more than two years prior may be retained prorata temporis, subject to performance conditions.
In the event of retirement, he may, at the end of the vesting period and upon approval by the Supervisory Board, in accordance with the compensation policy approved by shareholders and applicable at that time, receive the shares granted to him more than two years prior prorata temporis.
