STEVE KING
Annual variable compensation target for 2022
Non-Financial targets* : 25%
CSR Groupe : 10%
5%(2)
CSR Europe : 15%
Financial targets : 75%
Groupe organic growth : 15%
Groupe operating margin(1): 15 %
Financial criteria Europe : 45 %
(1) Groupe financial criteria
(2) Quality of Global Services
*Quantifiable targets, with the exception of the target relating to the Quality of Global Services, which remains measurable.
Long-term variable share-based compensation
Publicis Groupe decided to set up a share plan each year for management and certain key employees of the Groupe. As a member of the Management Board, Steve King is eligible for this new plan since 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 March 2024 for the “LTIP 2021 Directoire” and March 2025 for the “LTIP 2022 Members of the Directoire” plan, will depend – for 90% of the shares awarded – on Publicis Groupe’s average financial performance over a three-year period (2021-2023 for the “LTIP 2021 Directoire” plan and 2022-2024 for the “LTIP 2022 Members of the Directoire") 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, whose shares will be delivered on June 14, 2022
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. Details of these plans are presented in Section 3.2.1.4.
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 the achievement of 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.
Benefits in kind
Steve King benefits from the reimbursement of expenses
related to his vehicle.
Collective health and welfare insurance and pension plans
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.
Severance payment
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.