Universal Registration Document 2021

Chapter 3. Governance and compensation

Annual variable compensation

The Chairman of the Management Board receives annual variable compensation based on the achievement of the objectives set as follows.

On the recommendation of the Compensation Committee, the Supervisory Board adopted more stringent performance criteria to determine the variable compensation of Arthur Sadoun for the 2022 fiscal year.

The variable portion of Arthur Sadoun’s compensation is maintained at a target amount that may represent up to 200% of his fixed compensation. The variable portion of Arthur Sadoun’s compensation for the 2022 fiscal year is based on:

  • three financial criteria accounting for 85% of the overall weighting of the criteria, i.e. organic growth of the Groupe’s revenue, operating margin and free cash flow.

    These financial criteria were chosen by the Supervisory Board, following the proposal of the Compensation Committee, because they are demanding and best express the quality of the Company’s performance. For two of them partially measured against Publicis Groupe’s main competitors (organic growth and operating margin), they encourage over performance. In this respect, the variable compensation for the two absolute criteria, relating to organic growth and the operating margin, could be increased if the objectives are exceeded, with a cap of 20% on each of these two criteria.

    The introduction of an overpeformance target on the absolute criteria of organic growth and operating margin is aligned with the Groupe’s current policy on variable compensation applicable to members of the Management Committee and other key Groupe executives, which already makes it possible to reward over performance.

  • a non-financial quantifiable individual criterion of 15% of the overall weighting based on Corporate Social Responsibility (CSR).

All these criteria, set in advance, are based on quantified, measurable objectives that are made public, with the exception of those that are of a strategic and confidential nature. All these criteria are proposed by the Compensation Committee and validated by the Supervisory Board.

The Committee assesses, in the finest detail, the performance for each objective and each criteria.