3.2.1.6 Compensation policy for Anne-Gabrielle Heilbronner, member of the Management Board
The compensation policy for Anne-Gabrielle Heilbronner is based on the same items as those for all corporate officers set out in Section 3.2.1.1 and includes the items applicable to Management Board members presented in Section 3.2.1.4 as well as the specific items presented below.
Annual fixed compensation
The gross annual fixed compensation of Anne-Gabrielle Heilbronner amounts to euro 600,000, unchanged from 2016.
The Supervisory Board, on the Compensation Committee’s recommendation, had approved this compensation in line with:
- the scope of responsibilities of Anne-Gabrielle Heilbronner as Secretary General of the Groupe, which includes in particular the legal and governance function, human resources, internal audit, internal control, internal risk management and procurement;
- the market practices in compensation observed for this level of responsibility in France and for this level of international responsibility in Publicis Groupe’s business sector.
Corporate Social Responsibility (CSR) was included in her scope in the summer of 2017.
Annual variable compensation
The Supervisory Board, on the recommendation of the Compensation Committee, decided on the criteria for the variable compensation of Anne-Gabrielle Heilbronner for the 2021 financial year.
The variable compensation of Anne-Gabrielle Heilbronner, which, if targets are met, may represent up to 100% of her fixed compensation, without exceeding this percentage, is based on the following for the 2021 financial year:
- two criteria linked to the Groupe’s financial performance, each counting equally, for 30% of variable compensation:
- organic growth based on the Target submitted to the Supervisory Board (10% based on the Commitment (annual budget)) – 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”);
- five quantifiable individual financial and non-financial criteria, in line with main areas of responsibility, accounting for 70% of variable compensation:
- audit (plan execution) (15%),
- procurement (15%),
- employee expenses (10%),
- legal (10%), and
- CSR (20%). The assessment of the progress of the CSR policy with regard to the 2025 trajectory will be made on the basis of the following priorities:
- Diversity, Equality and Inclusion: the trajectory aims for 45% women among key executives in 2025 with a benchmark target of 41% at the end of 2021, and
- Combating climate change: the trajectory aims for 100% of energy from direct renewable sources by 2030 with a benchmark target of around +8% at the end of 2021 compared to 2020.
ANNE-GABRIELLE HEILBRONNER
Annual variable compensastion target for 2021
Financial targets 40 %
- Organic growth 15 %
- Operating margin 15 %
- Employees expenses 10 %
Non Financial targets 60 %
- Legal 10 %
- Procurement 15 %
- CSR 20 %
- Audit 15 %
Long-term variable share-based compensation
Publicis Groupe decided to set up a new share plan each year for management and certain key employees of the Groupe. As a member of the Management Board, Anne-Gabrielle Heilbronner is also eligible for this new plan from 2021. Under this plan, the number of shares likely to be delivered at the end of a three-year vesting period (except in the event of death or disability), i.e. in 2024 for the “LTIP 2021 Directoire” will depend – for 90% of the shares awarded – on the average financial performance achieved by Publicis Groupe over a three-year period (2021-2023), compared to the financial performance of a peer group consisting of WPP, Omnicom, IPG and Publicis Groupe, and two conditions relating to Corporate Social Responsibility for 10% of the shares granted.