Universal Registration Document 2021

Chapter 3. Governance and compensation

Annual variable compensation to be paid in 2022 for financial year 2021

The variable part of Arthur Sadoun’s compensation, which, if targets are met, may represent up to 200% of his fixed compensation, without exceeding this percentage, for financial year 2021, is based on financial and Stock Exchange performance criteria, essentially based, on the one hand, a comparison with the performance of the main competitors of Publicis Groupe (Omnicom, WPP and IPG) and, on the other hand, individual quantifiable non-financial performance criteria, considered as major for the development of the Groupe.

The compensation of the Chairman of the Management Board for 2021 is thus based on two types of criteria:

  • four financial and Stock Exchange criteria, accounting for 75% of the overall weight of the criteria, taking into consideration trends in Publicis Groupe growth and profitability:
  Weight of the criteria Acquisition scale
Criteria related to the financial and stock market performance of Publicis Groupe In % In € Level of achievement of the Performance (P) %
1. Organic growth of the Groupe’s revenue based on the Target validated by the Supervisory Board in March 2021 for 25% (10% if the Commitment (annual budget) is achieved) 25% €500,000

P ≥ Target

Commit < P > Target

P ≤ Commit

100%

40%

0%

2. Operating margin (the highest in the market compared to that of a peer group composed of the other three main global communications groups, namely Omnicom, WPP and IPG) 25% €500,000

P = 1st of the peer group

P = 2nd of the peer group

P = 3rd of the peer group

P = 4th of the peer group

100%

50%

15%

0%

3. EPS: the rate of change of the Groupe’s headline diluted earnings per share (headline diluted EPS), comparing the headline diluted EPS for the fiscal year and the headline diluted EPS for fiscal year 2019 (2020 is not significant) 10% €200,000

P = 1st of the peer group

P = 2nd of the peer group

P = 3rd of the peer group

P = 4th of the peer group

100%

50%

15%

0%

4. TSR (Total Shareholder Return) which reflects the difference between the share price of the Publicis Groupe SA share at the end of the fiscal year in question and the stock market price at the beginning of the same fiscal year (based on the average of the opening prices recorded over the last 20 trading days of the year, compared to the average of the opening prices over the first 20 trading days of the year), plus the amount of dividends paid during the fiscal year. 15% €300,000 P > 0 100%

The variable compensation in respect of the organic growth criterion may only be paid upon the achievement of the Commitment. A stretch objective beyond the Commitment up to the Target makes it possible to reward an even more demanding level of performance, while remaining within the limit of the ceiling set for this criterion.

The last two criteria (EPS and TSR) are directly linked to the immediate interests of shareholders.

These financial and Stock Exchange performance criteria were chosen by the Supervisory Board, following the proposal of the Compensation Committee, because they best express the quality of the Company’s performance. Two of them are measured in comparison with the main competitors of Publicis Groupe, thus encouraging over performance.