Annual fixed compensation
Steve King’s gross annual compensation from June 1, 2017 is GBP 900,000, i.e. euro 1,012,869.
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 1.12541 in 2020.
Annual variable compensation
The Supervisory Board, on the recommendation of the Compensation Committee, decided on the criteria for the variable compensation of Steve King for the 2021 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 2021 financial year:
- two criteria linked to the Groupe’s financial performance, each counting equally, for 30% of the variable compensation:
- organic growth based on the Target submitted to the Supervisory Board (10% if the Commitment (annual budget) is achieved) – see Section 3.2.1.4 “Annual variable compensation”, and
- operating margin compared to that of a peer group (see Section 3.2.1.4 “Annual variable compensation”);
- six individual financial and non-financial criteria related to its role within Europe (of which five stemming from quantitative objectives and one being a precisely-defined qualitative objective) for 60% of the variable portion:
- organic growth based on the Target: 15% (10% if the Commitment (annual budget) is achieved),
- operating margin: 15%,
- overall service cost control: 10%,
- overall quality of services: 5%,
- cash generation: 5%,
- Corporate Social Responsibility (CSR) at European level (10%). 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.
- CSR at global level (10%). 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.
STEVE KING
Annual variable compensation target for 2021
Financial targets 75 %
- Organic growth(1)15 %
- Operating margin(1)15 %
- Financial criteria Europe 45 %
Non-Financial targets* 25 %
- Groupe CSR 10 %
- CSR Europe 10 %
- 5 %(2)
(1)Group financial criteria
(2)Quality of Global Services
* Quantifiable objectives, with the exception of the objective relating to the Quality of Global Services with remains measurable.
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, Steve King is also eligible for this new plan from 2021. Under this plan, the number of shares that may 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 Publicis Groupe’s average financial performance over a three-year period (2021-2023) as compared with the financial performance of a peer group comprising WPP, Omnicom, IPG and Publicis Groupe, plus two conditions relating to Corporate Social Responsibility for 10% of the shares awarded.
In addition, Steve King is also a beneficiary of the LTIP 2019-2021 Directoire, which is currently in its final year of vesting.
In each of these plans, assuming the performance conditions are met, entitlement to receive shares is subject to continued employment until the end of the vesting period.
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 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 prorata temporis.
It should be noted that, in accordance with the compensation policy applicable at the time of the award of shares under the LTIP 2019-2021, the prorata temporis mechanism for this plan only applies to shares awarded more than two years previously.