Universal Registration Document 2021

Chapter 3. Governance and compensation

Table – Items of compensation paid or awarded in 2021 to Steve King, member of the Management Board, subject to shareholder approval
Items of compensation subject to approval Amounts paid in respect of the past financial year Amounts awarded in respect of the past financial year or accounting valuation Presentation
Fixed compensation

Fixed compensation

Amounts paid in respect of the past financial year

1,048,077

Fixed compensation

Amounts awarded in respect of the past financial year or accounting valuation

1,048,077

Fixed compensation

Presentation

Proportion of fixed compensation: 38.46% The rules for determining fixed compensation can be found in Section 3.2.1.7 of this document.

Annual variable compensation

Annual variable compensation

Amounts paid in respect of the past financial year

1,676,923

Annual variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

1,676,923

Annual variable compensation

Presentation

Proportion of variable compensation: (compared to compensation paid): 61.54% Variable compensation to be paid in 2022 for financial year 2021: After assessing the performance for each of the criteria indicated below and in accordance with the compensation policy adopted by the previous Shareholders’ Meeting during the 2021 financial year, the Supervisory Board set the variable part of Steve King’s compensation at GBP 1,440,000 gross, i.e. euro 1,676,923, the payment of which will be subject to the approval of the Annual General Shareholders’ Meeting of May 25, 2022 in its fifteenth resolution in accordance with article L. 22-10-34, II of the French Commercial Code. This amount results from the following facts and assessments shown below and in the table below.

Multi-year variable compensation

Multi-year variable compensation

Amounts paid in respect of the past financial year

-

Multi-year variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

-

Multi-year variable compensation

Presentation

N/A

Exceptional compensation

Exceptional compensation

Amounts paid in respect of the past financial year

-

Exceptional compensation

Amounts awarded in respect of the past financial year or accounting valuation

-

Exceptional compensation

Presentation

N/A

Stock options, performance shares or any other long-term benefit(warrants, etc.)

Stock options, performance shares or any other long-term benefit(warrants, etc.)

Amounts paid in respect of the past financial year

N/A

Stock options, performance shares or any other long-term benefit(warrants, etc.)

Amounts awarded in respect of the past financial year or accounting valuation

2,547,930

Stock options, performance shares or any other long-term benefit(warrants, etc.)

Presentation

This amount corresponds on the one hand to the valuation in the consolidated financial statements of the shares granted in 2021 to Steve King under the LTIP 2021 Directoire performance share plan and, on the other hand, to the maximum annual valuation in the consolidated financial statements of the performance shares granted to him in 2019 under the LTIP 2019-2021 Directoire performance share plan, as described in section 3.2.1.4(2)

Other benefits

Other benefits

Amounts paid in respect of the past financial year

-

Other benefits

Amounts awarded in respect of the past financial year or accounting valuation

-

Other benefits

Presentation

The use of one of the Company cars(3)

Indemnities when taking or leaving a function

Indemnities when taking or leaving a function

Amounts paid in respect of the past financial year

-

Indemnities when taking or leaving a function

Amounts awarded in respect of the past financial year or accounting valuation

-

Indemnities when taking or leaving a function

Presentation

No sum was awarded with respect to the past financial year. The severance payment described in Section 3.2.1.7 that may be paid to Steve King equates to one year of total gross compensation (fixed and variable compensation paid) calculated from the average over the previous 24 months of compensation, subject to performance conditions, i.e. an estimated amount of euro 2,412,199.

Non-compete agreement

Non-compete agreement

Amounts paid in respect of the past financial year

-

Non-compete agreement

Amounts awarded in respect of the past financial year or accounting valuation

-

Non-compete agreement

Presentation

N/A

Supplementary pension plan

Supplementary pension plan

Amounts paid in respect of the past financial year

55,259

Supplementary pension plan

Amounts awarded in respect of the past financial year or accounting valuation

55,259

Supplementary pension plan

Presentation

N/A

Collective health and welfare insurance plans

Collective health and welfare insurance plans

Amounts paid in respect of the past financial year

-

Collective health and welfare insurance plans

Amounts awarded in respect of the past financial year or accounting valuation

-

Collective health and welfare insurance plans

Presentation

N/A

Compensation by the company(ies)within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Compensation by the company(ies)within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Amounts paid in respect of the past financial year

-

Compensation by the company(ies)within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Amounts awarded in respect of the past financial year or accounting valuation

-

Compensation by the company(ies)within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Presentation

Steve King continues to benefit from an employment contract with one of the Groupe’s subsidiaries. Compensation for offices in Groupe companies is excluded by Janus, the Publicis Groupe code of conduct. Steve King does not receive any compensation other than that described in this document.

(1) Compensation determined and paid in pounds sterling. The translation into euros was carried out at the average rate of 1 GBP = 1.16453 EUR.

(2) See details in Table 6. In accordance with the Company’s usual practice, performance share plans that are awarded every three years are broken down in thirds over the three years in which the performance is assessed.

(3) Benefits in kind relating to the use of a company-provided vehicle are not mentioned if they are for an immaterial amount.