Universal Registration Document 2021

3.2.1.5 Compensation policy for the Chairman of the Management Board

The compensation policy for the Chairman of the Management Board 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 detailed below.

Fixed compensation

The Chairman of the Management Board receives fixed compensation in consideration for his role.

As part of a regular review of the Groupe’s compensation practices compared to compensation within the CAC 40 and a group of comparable companies in the same sector, the Compensation Committee noted a significant increase in compensation gaps. Indeed, the fixed compensation of the Chairman of the Management Board is below the median of a CAC 40 peer group(1) (hereinafter “CAC 25”) and companies operating in the same sector (WPP, Omnicom and IPG).

The Compensation Committee also noted the extension of the responsibilities and missions of Arthur Sadoun following recent acquisitions and the deployment of new activities, particularly in the digital field. In addition to the Groupe’s excellent financial performance (including the 30% increase in the dividend since 2017), it is worth highlighting the overall increase in the median compensation of employees of around 15% from 2017 to 2021 (over an extended scope France, United Kingdom and United States) as well as that of the members of the Management Committee in the same proportions (their compensation being reviewed every 24 months) and the strong measures deployed in favor of all employees, at all levels, and more specifically in the context of the pandemic.

On March 17, 2022, the Supervisory Board, on the proposal of the Compensation Committee, decided to review the compensation of Arthur Sadoun, Chairman of the Management Board. This review was the subject of meticulous work carried out by the Compensation Committee, which relied on the advice and comparative analyzes of a specialized firm. The compensation of Arthur Sadoun had not been reviewed since 2017, the results obtained by the Groupe on all levels show, if it were necessary, that the company is very well managed and performs among the best in the sector and on all levels. As a result, fixed compensation was increased from euro 1,000,000 to euro 1,170,000, i.e. an increase of 17%. Analysis of Arthur Sadoun’s fixed compensation in comparison with that of his CAC 25 peers (as shown below) as well as with those of the top executives of Publicis Groupe’s main competitors, namely WPP, Omnicom and IPG, shows that, even after this increase, the fixed compensation remains below the median of the CAC 25 and the median of the group of comparable companies (WPP, Omnicom and IPG), and the total compensation of Arthur Sadoun remains much lower than that of the top executives of comparable companies.

This increase in fixed compensation will be effective as of January 1, 2022, subject to the approval of the compensation policy by the General Shareholders' Meeting.

(1) The companies selected for the reference group (CAC 25) are Air Liquide, Alstom, Bouygues, Capgemini, Carrefour, Danone, Dassault Systèmes, Engie, EssilorLuxottica, Kering, Legrand, L'Oréal, LVMH, Orange, Pernod Ricard, Renault, Safran, Saint Gobain, Sanofi, Schneider Electric, Teleperformance, TotalEnergies, Veolia, Vinci and Vivendi. This panel of companies was defined by excluding financial services, groups based abroad, small groups, companies where the compensation policy is influenced by the State and companies with specific governance.