2019 Annual financial report

Chapter 3. Governance and Compensation

Policy applicable to Steve King, Management Board member
Annual fixed compensation

Steve King’s gross annual compensation from June 1, 2017 is GBP 900,000, i.e. euro 1,026,324. His compensation is determined and paid in pounds sterling. The translation into euros was carried out at the average rate of 1 pound sterling = euro 1.14036 in 2019. In the exceptional environment of the Covid-19 pandemic, Steve King informed the Company of his decision to relinquish 20% of his fixed compensation for a period of six months starting in April 2020. The Company has duly noted Steve King’s decision, which leaves unchanged and has no effect on the Company’s other obligations to him.

Annual variable compensation

The Supervisory Board, upon the recommendation of the Compensation Committee, decided on the criteria for the variable compensation of Steve King for the 2020 financial year. The variable compensation of Steve King, which, if targets are met, may represent up to 160% of his fixed compensation, without exceeding this percentage, is based on the following for the 2020 financial year:

  • two quantitative criteria linked to the financial performance of the Groupe, the assessment method of which was changed for 2020, each being taken into account on an equal basis, for 20% of the variable compensation:
  • organic growth based on the Commitment objectives submitted to the Supervisory Board (see Section 3.2.1.4 “Annual variable compensation”), and
  • operating margin, compared to a peer group (see Section 3.2.1.4 “Annual variable compensation”)
  • three quantitative criteria linked to the financial performance of Publicis Media and PMX in relation to the objectives, for 30% of variable compensation, each being taken into account on an equal basis:
  • organic growth,
  • operating margin, and
  • cash generation;
  • three individual criteria in line with his new role in Europe, each being taken into account on an equal basis and accounting for 45% of variable compensation:
  • setting up effective, clear and robust management in Europe, with clear objectives for each individuals,
  • impact on growth of cross-fertilization of skills between countries and disciplines, and
  •  setting up global services with the aim of creating clear, value-added services and impacting growth;
  • two CSR criteria, accounting for 5% of variable compensation:
  • 40% women on Executive Committees in Europe, and
  • 6% increase in the Groupe’s consumption of renewable energy to the detriment of fossil fuels (compared with 2019 - rate set at 37,1%).

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 Steve King for the year 2020 will take into account his ability to manage the crisis, 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.

Long-term variable share-based compensation

Steve King 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.

Benefits in kind

Steve King benefits from the reimbursement of expenses related to his vehicle.

Collective health and welfare retirement insurance and systems

Steve King benefits from the coverage applicable to executives of his level in the United Kingdom.

Employment contract

Steve King benefits from an employment contract with one of the Groupe’s United Kingdom subsidiaries.