2020 Annual Financial Report

Chapter 3 : Governance and compensation

/Criteria linked to the financial performance of Publicis Groupe

Objectives

Results

Objective achievement level

Amount of target variable compensation

Amount of variable compensation to be paid

Organic growth

Organic growth

Results

Growth of -6.3% > Commitment adopted in May 2020

Organic growth

Objective achievement level

Achieved

Organic growth

Amount of target variable compensation

€500,000

Organic growth

Amount of variable compensation to be paid

€500,000

Operating margin

Operating margin

Results

With an operating margin of 16%, Publicis Groupe is number one in its peer group.

Operating margin

Objective achievement level

Achieved

Operating margin

Amount of target variable compensation

€500,000

Operating margin

Amount of variable compensation to be paid

€500,000

Rate of change in diluted headline earnings per share for the Groupe and Total Shareholder Return (TSR)

Rate of change in diluted headline earnings per share for the Groupe and Total Shareholder Return (TSR)

Results

Diluted headline EPS (2020 growth vs. 2019-2018 average) of Publicis Groupe > average of the peer group

Rate of change in diluted headline earnings per share for the Groupe and Total Shareholder Return (TSR)

Objective achievement level

Achieved

Rate of change in diluted headline earnings per share for the Groupe and Total Shareholder Return (TSR)

Amount of target variable compensation

€400,000

Rate of change in diluted headline earnings per share for the Groupe and Total Shareholder Return (TSR)

Amount of variable compensation to be paid

€400,000

 

 

Results

TSR: -0.01

 

Objective achievement level

Achieved

 

Amount of target variable compensation

€100,000

 

Amount of variable compensation to be paid

€100,000

 
/Individual non-financial criteria

Objectives & Results

Objective achievement level

Amount of target variable compensation

Amount of variable compensation to be paid

Development of “data and Epsilon Cloud”

Strong contribution to revenue growth with the top 200 clients (+1.8%)

Development of “data and Epsilon Cloud”

Strong contribution to revenue growth with the top 200 clients (+1.8%)

Objective achievement level

Achieved

Development of “data and Epsilon Cloud”

Strong contribution to revenue growth with the top 200 clients (+1.8%)

Amount of target variable compensation

€160,000

Development of “data and Epsilon Cloud”

Strong contribution to revenue growth with the top 200 clients (+1.8%)

Amount of variable compensation to be paid

€160,000

Execution of the Digital Business Transformation development plan (Publicis Sapient)

Success of the Sapient plan showing a return to growth in the United States. Activity also strengthened in Asia

Execution of the Digital Business Transformation development plan (Publicis Sapient)

Success of the Sapient plan showing a return to growth in the United States. Activity also strengthened in Asia

Objective achievement level

Achieved

Execution of the Digital Business Transformation development plan (Publicis Sapient)

Success of the Sapient plan showing a return to growth in the United States. Activity also strengthened in Asia

Amount of target variable compensation

€160,000

Execution of the Digital Business Transformation development plan (Publicis Sapient)

Success of the Sapient plan showing a return to growth in the United States. Activity also strengthened in Asia

Amount of variable compensation to be paid

€160,000

CSR criteria

Rate of 40.4% on the most significant Executive Committees

CSR criteria

Rate of 40.4% on the most significant Executive Committees

Objective achievement level

Achieved

CSR criteria

Rate of 40.4% on the most significant Executive Committees

Amount of target variable compensation

€180,000

CSR criteria

Rate of 40.4% on the most significant Executive Committees

Amount of variable compensation to be paid

€180,000

Percentage of renewable energies in the energy mix increased by 6.9%

Percentage of renewable energies in the energy mix increased by 6.9%

Objective achievement level

 

Percentage of renewable energies in the energy mix increased by 6.9%

Amount of target variable compensation

 

Percentage of renewable energies in the energy mix increased by 6.9%

Amount of variable compensation to be paid

 

Total (financial and non-financial criteria)

Total (financial and non-financial criteria)

Objective achievement level

 

Total (financial and non-financial criteria)

Amount of target variable compensation

 

Total (financial and non-financial criteria)

Amount of variable compensation to be paid

€2,000,000

Total awarded

Total awarded

Objective achievement level

 

Total awarded

Amount of target variable compensation

 

Total awarded

Amount of variable compensation to be paid

€2,000,000

On the proposal of the Compensation Committee, the Supervisory Board approved the payment of the full amount of the variable compensation of Arthur Sadoun, in light of the achievement of the objectives detailed above, and which is amply justified in view of the effort to reduce his salary for the Groupe’s benefit, combined with the attainment of the objectives assigned and achieved on account of the Covid-19 crisis, in accordance with Section 3.2.2.3 of this document (i.e. his ability to manage the crisis by 1. taking care of the health and safety of the Groupe’s employees, 2. maintaining smooth operations, 3. protecting revenue and the client portfolios, 4. rigorously managing costs, and 5. taking appropriate measures for the strict management of resources and the protection of the Groupe’s assets).

The full achievement of the additional crisis management objectives enabled the Groupe to perform well above the industry average, which allowed it to both reimburse employees for salary reductions and increase the variable compensation package of employees (or teams) in order to fairly reward team performance.

3.2.2.5 Compensation paid or allocated to Jean-Michel Etienne, member of the Management Board until December 31, 2020

In accordance with article L. 22-10-34 II of the French Commercial Code, the General Shareholders’ Meeting must vote on the variable and extraordinary items of total compensation and benefits of any kind paid during the past financial year or awarded for that financial year by means of a separate resolution for each member of the Management Board.

The General Shareholders’ Meeting of May 26, 2021 will be asked to vote on the items of compensation paid or awarded in respect of the 2020 financial year to Jean-Michel Etienne, member of the Management Board, as set out below. These items comply with the principles and criteria of compensation of Management Board members with respect to the 2020 financial year presented in Section 3.1.2.4 of the 2019 Universal Registration Document as approved by the General Shareholders’ Meeting of May 27, 2020 in its ninth resolution. Given the strong approval of items of compensation at the previous General Shareholders’ Meeting, the items of compensation paid or awarded in respect of the 2020 financial year are in line with those paid or awarded in respect of the 2019 financial year.