He would also have the right to exercise the options to subscribe to and/or to purchase the shares that have been awarded to him, and to retain the performance shares already granted to him prorata temporis, subject to the performance conditions set out in the regulations for the plan in question.
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 Michel-Alain Proch for the three years prior to the termination of his 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 compensation”, 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 payment may only be paid after the determination by the Supervisory Board that the performance conditions had been achieved at the date on which his 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).
In addition, in the event of a forced departure other than following a change of control or a change in strategy and occurring no later than two years following his appointment as a member of the Management Board and except in the event of serious or gross misconduct, Michel-Alain Proch will be entitled to a specific and exceptional termination indemnity:
On April 6, 2021, Michel-Alain Proch announced his decision to waive his specific and exceptional termination benefit as detailed above. This waiver was noted by the Supervisory Board on April 8, 2021. As a result, the terms of termination benefits for Michel-Alain Proch are aligned with those of the other members of the Management Board.
A non-compete clause was entered into with Michel-Alain Proch when he joined Publicis Groupe, as part of his employment contract. This non-compete clause, for a maximum period of two years, provides for a maximum financial compensation equal to 30% of the last gross monthly salary, excluding variable elements, received by Michel-Alain Proch prior to his departure from the Groupe, calculated on the basis the average of the last twelve months preceding his departure. Publicis Groupe may waive this clause.
The compensation policy for Michel-Alain Proch as a member of the Management Board for the 2021 financial year will be submitted for approval to the General Shareholders’ Meeting of May 26, 2021 in its twelfth resolution pursuant to II of article L. 22-10-26 of the French Commercial Code.
In accordance with Article L. 22-10-34, I of the French Commercial Code, the General Shareholders’ Meeting deliberates on the disclosures mentioned in article L. 22-10-9 of the French Commercial Code. The General Shareholders’ Meeting of May 26, 2021 will thus be asked to vote on these disclosures in a resolution referenced below.
Should the General Shareholders’ Meeting of May 26, 2021 not approve said resolution, the Supervisory Board will be required to submit a revised compensation policy, taking into account the shareholders’ vote, for approval at the next General Shareholders’ Meeting.
The approval of the disclosures mentioned in article L. 22-10-9 (I) of the French Commercial Code on the compensation of corporate officers in respect of the 2020 financial year is subject to the approval of the General Shareholders’ Meeting of May 26, 2021 in its fourteenth resolution.
The total compensation including all benefits of any kind awarded or paid during the financial year ended December 31, 2020 to each member of the Supervisory Board, both by the Company and by the companies controlled by the Company as defined by article L. 233-16 of the French Commercial Code, is indicated hereafter.
The compensation of Supervisory Board members breaks down into the fixed compensation of Supervisory Board members in respect of their office (formerly attendance fees), with the exception of the compensation paid to the Chairman (see Section 3.2.2.2), and the exception of the salaries paid by a Groupe subsidiary to Pierre Pénicaud and Patricia Velay-Borrini in respect of their salaried positions in 2020 (see table 3). If applicable, the amount of fixed and variable compensation included in the total compensation is indicated. Total compensation is expressed in euros. The amounts indicated are gross amounts before deductions of taxes or social charges.
The items of compensation paid or awarded in respect of the 2019 financial year were approved by the previous General Shareholders’ Meeting in its tenth resolution. It is specified that the compensation of Supervisory Board members paid or awarded in respect of the 2020 financial year complies with the compensation policy set out in Section 3.2.2.1 of the Publicis Groupe SA 2019 Universal Registration Document as widely approved by the General Shareholders’ Meeting of May 27, 2020 in its seventh resolution pursuant to article L. 22-10-26 of the French Commercial Code. Supervisory Board members received euro 5,000 for each Supervisory Board meeting and for each Committee meeting they attended.
At their request, Patricia Velay-Borrini and Pierre Pénicaud receive an amount of euro 2,500 for each meeting of the Supervisory Board and each Committee in which they participate and the Company has decided to allocate an equivalent amount to charitable work.
