Universal Registration Document 2021

Chapter 3. Governance and compensation

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

The variable compensation of Michel-Alain Proch, which, if targets are met, may represent up to 100% of his fixed compensation without exceeding this percentage, would be based on:

  • three financial and Stock Exchange related criteria for 40% of the variable part:
  Weight of the criteria Échelle d'acquisition
Publicis Groupe financial performance and stock market criteria In % In € Niveau d'atteintede la Performance (P) %
1. Organic growth of the Groupe’s revenue based on the Target validated by the Supervisory Board in March 2021 for 15% (10% if the Commitment (annual budget) is achieved) 15% 90,000 €

P ≥ Target

Commit < P > Target

P ≤ Commit

100%

67%

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) 15% 90,000 €

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. 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 first20 trading days of the year), plus the amount of dividends paid during the fiscal year. 10% 60,000 € 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.

  • four quantifiable individual financial and non-financial criteria, for 60% of the variable part:
  Weight of the criteria Acquisition scale
Individual quantifiable financial and non-financial criteria In % In Level of achievement of the Performance (P) %
Employee expenses

Objective: achievement of the Target validated by the Supervisory Board in March 2021

15% €90,000 P ≥ Target 100%
Cash flow and debt management

Objective: achievement of the Target validated by the Supervisory Board in March 2021

20% €120,000

P ≥ 100% of the target

P ≥ 80% of the target

P < 80% of the target

100%

Straight-line acquisition

0%
All in One and G&A
Reduction in real estate costs in 2021 compared to 2020
15% €90,000

P ≥ 100% of the target

P ≥ 80% of the target

P < 80% of the target

100%

Straight-line acquisition

0%

CSR 10% €60,000    
  • Diversity, Equality and Inclusion: the trajectory aims for 45% women among key executives in 2025 with an indicative checkpoint of 41% at the end of 2021
5% €30,000 Indicative checkpoint 100%
  • Combating climate change:
    the trajectory aims for 100% of energy from direct renewable sources by 2030 with an indicative checkpoint of around +8% at the end of 2021 compared to 2020
5% €30,000 Indicative checkpoint 100%
Total (financial and non-financial criteria) 100% €600,000