Steve King benefits from the reimbursement of expenses related to his vehicle.
Steve King benefits from the pension plan, and from the medical costs and welfare cover 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.
Steve King benefits from a severance payment and the terms of the non-compete agreement as they appear in his employment contract with one of the Groupe’s subsidiaries in the United Kingdom. No other compensation will be due.
In the event of a forced departure due to a change in control or strategy and other than in the case of serious or gross misconduct, Steve King would be entitled to this single severance payment.
Provided that Steve King does not continue to be employed by Publicis Groupe, the amount of the severance would be equal to one year’s total gross compensation (fixed and variable compensation paid), calculated using the average of the last 24 months of compensation.
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 prorata temporis the right to performance shares already granted to him, subject to the performance conditions set out in the regulations for the plan in question being satisfied (in accordance with the Supervisory Board decision of November 25, 2020).
In addition, this severance payment 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 Steve King 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 Supervisory Board reaffirmed that this severance payment and any compensation for a non-compete obligation (see below) may not exceed 12 months of total compensation (fixed and variable compensation paid).
These commitments were authorized by the Supervisory Board on September 12, 2018 and approved by the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 29, 2019 in its eighth resolution for commitments formerly subject to the procedures on related-party agreements.
Steve King is subject to a non-compete obligation in his employment contract with a British subsidiary of the Groupe. This obligation does not give rise to financial consideration as permitted by applicable local regulations.
The Supervisory Board reaffirmed that any severance payment and any compensation for a non-compete obligation may not exceed 12 months of total compensation (fixed and variable compensation paid).
The non-compete agreement was specifically approved by the General Shareholders’ Meeting of May 31, 2017. This agreement remains in force until a decision to the contrary by the Supervisory Board.
It is recalled that the compensation policy for members of the Management Board for the 2020 financial year as well as the items paid or allocated to Steve King for the same financial year were widely approved by the General Shareholders’ Meeting of May 27, 2020 (ninth and fifteenth resolutions) pursuant to article L. 225-82-2 II (now article L. 22-10-26 II) of the French Commercial Code (ex-ante and ex-post votes).
The compensation policy for Steve King for the 2021 financial year will be submitted for approval to the General Shareholders’ Meeting of May 26, 2021 in its thirteenth resolution pursuant to II of article L. 22-10-26 of the French Commercial Code.
The compensation policy for Michel-Alain Proch 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.
The gross annual fixed compensation of Michel-Alain Proch is euro 600,000.
The Supervisory Board approved this compensation in line with:
