Universal Registration Document 2021

The severance amount may only be paid after the determination by the Supervisory Board that the performance condition had been achieved at the date on which her term as a member of the Management Board ended.

The severance payment and any compensation in respect of the employment contract may not exceed two years of total compensation (fixed and variable compensation paid).

For information, note that these commitments had been authorized by the Supervisory Board on September 12, 2018 and approved by the Combined Shareholders’ Meeting of May 29, 2019 in its seventh resolution for commitments formerly subject to the procedures on related-party agreements.

Non-compete agreement

Anne-Gabrielle Heilbronner is subject to a non-compete clause in her employment contract concluded on her arrival at Publicis Groupe in 2012, i.e. before her appointment as a member of the Management Board. This non-compete clause is valid for a maximum of two years and provides a maximum financial compensation to be paid equal to 30% of the gross salary, excluding variable elements. Publicis Groupe may waive this clause.

It is recalled that the compensation policy for members of the Management Board for the 2021 financial year as well as the items paid or allocated to Anne-Gabrielle Heilbronner in 2020 were approved (91.39% and 96.52% positive votes, respectively) by the General Shareholders’ Meeting of May 26, 2021 (thirteenth and eighteenth resolutions) pursuant to articles L. 22-10-26 II and L. 22-10-34 II of the French Commercial Code (ex-ante and ex-post votes) respectively.

The compensation policy of Anne-Gabrielle Heilbronner for the 2022 financial year will be submitted for approval to the General Shareholders’ Meeting of May 25, 2022 in its tenth resolution pursuant to II of article L. 22-10-26 of the French Commercial Code.

3.2.1.7 Compensation policy for Steve King, member of the Management Board

The compensation policy for Steve King 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

Steve King’s gross annual compensation from June 1, 2017 is GBP 900,000, i.e. euro 1,048,077.

His compensation is determined and paid in pounds sterling. The translation into euros was carried out at the average rate of 1 GBP = 1.16453 EUR in 2021.

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 2022 financial year.

The variable compensation of Steve King, which, if targets are met, may represent up to 160% of his fixed compensation, is based on the following for the 2022 financial year:

• two financial criteria related to the Groupe's financial performance, each being taken into account on an equal basis, for 30% of variable compensation, i.e. organic growth and operating margin. To reconcile the terms and conditions of variable compensation for other Groupe executives, the variable compensation for the two criteria relating to organic growth and operating margin, could be increased if the objectives are exceeded, with a cap of 20% on each of these two criteria;
• 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 beyond the Commitment: 15% (10% if the Commitment (annual budget), based on the objective approved by the Supervisory Board in March 2022, is achieved,
  • margin: 15%, based on the objective approved by the Supervisory Board in March 2022,
  • cost control of global services: 10%, based on the objective approved by the Supervisory Board in March 2022,
  • overall quality of services: 5%
  • cash generation: 5%, based on the objective approved by the Supervisory Board in March 2022, and
  • Corporate Social Responsibility (CSR) at European level (10%)
• CSR at global level (10%). 

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.