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 Anne-Gabrielle Heilbronner for the year 2020 will take into account her ability to manage the crisis, without modifying her overall variable compensation as a percentage of the fixed compensation: ensure the health and safety of the Groupe’s employees, maintain smooth operations, protect clients’ revenue and portfolios, rigorously manage costs, take appropriate measures for the strict management of resources and the protection of the Groupe’s assets.
Anne-Gabrielle Heilbronner 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, she 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 her more than two years prior prorata temporis.
The use of one of the Company cars. Moreover, Anne-Gabrielle Heilbronner is covered by the job-loss insurance taken out by Publicis Groupe for its corporate officers, as the French unemployment office (Pôle Emploi) does not cover this.
Anne-Gabrielle Heilbronner benefits from the coverage applicable to executives of her level under the French system.
Anne-Gabrielle Heilbronner continues to benefit from an employment contract with one of the Groupe’s subsidiaries.
The current commitments to Anne-Gabrielle Heilbronner provide that in the event of a forced departure due to a change in control or strategy and other than in the case of serious or gross misconduct, Anne-Gabrielle Heilbronner would be entitled to a severance payment. Provided that Anne-Gabrielle Heilbronner does not continue to be employed by Publicis Groupe, the amount of the severance would be equal to one year’s total gross compensation (fixed and variable compensation paid). She would also have the right to exercise the options to subscribe to and/or to purchase the shares that have been awarded to her, and to retain, prorata temporis, the performance shares already granted to her more than two years prior, subject to the performance conditions set out in the regulations for the plan in question being satisfied.
In addition, the payment of the severance amount would be subject to a performance condition: the severance amount would only be due in its full amount if the average annual amount of the variable compensation acquired by Anne-Gabrielle Heilbronner for the three years prior to the termination of her duties is equal to at least 75% of his “target variable compensation”. If the average annual amount is less than 25% of the “target variable portion”, no sum or benefits will be due. If the average annual amount is between 25% and 75% of the “target variable compensation”, payments and benefits will be calculated on a proportional basis between 0% and 100% using the rule of three. The severance amount may only be paid after the determination by the Supervisory Board that the performance condition had been achieved at the date on which her term as a member of the Management Board ended.
The severance payment and any compensation under the employment contract may not exceed two years of total compensation (fixed and variable compensation paid). These commitments were authorized by the Supervisory Board on September 12, 2018 and approved by the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 29, 2019 in its seventh resolution for commitments formerly subject to the procedures on related-party agreements.
She is subject to a non-compete clause in her employment contract concluded upon her arrival at Publicis Groupe in 2012, i.e. before her appointment as a member of the Management Board. This non-compete clause is valid for a maximum of two years and provides a maximum financial compensation to be paid equal to 30% of the gross salary, excluding variable elements. Publicis Groupe may waive this clause.
