Publicis Groupe strives to use appropriate, transparent, verifiable and ambitious criteria. These criteria are based on a quantifiable, performance-related assessment (encouraging Publicis Groupe management to deliver the best results in the market) as well as complete transparency, results being measured against public data. These decisions turn the plans Into a tool for motivating and retaining Publicis Groupe management. The historic rates of achievement of performance conditions for the various plans that have been established show how relevant and extremely ambitious the criteria used are, making it possible to align Groupe and shareholder interests over the long term.
As an Illustration, the rates of achievement of performance conditions for plans awarded in 2013, 2016 and 2019 demonstrate that grants are based on strict conditions and that they are consistent with shareholders' interests over the long-term.
| Plan | 2013-2015 LionLead2 | LTIP 2013-2015 Directoire | LTIP 2016-2018 Directoire | 2016-2018 LionLead3 | LTIP 2019-2021 Directoire |
|---|---|---|---|---|---|
| Achievement rate | Achievement rate 2013-2015 LionLead2 50% |
Achievement rate LTIP 2013-2015 Directoire 53.2% |
Achievement rate LTIP 2016-2018 Directoire 50% |
Achievement rate 2016-2018 LionLead3 75% |
Achievement rate LTIP 2019-2021 Directoire 68.5% |
The shares of the LTIP 2021 Directoire, LTIP 2022 Members of the Directoire, LTIP 2022 Président du Directoire, LTIP 2023 Membres du Directoire and LTIP 2023 Président du Directoire plans will be delivered, subject to final validation and external appraisal of the performance conditions, on March 18, 2024 for the LTIP 2021 Directoire and on March 19 and May 26, 2025 for the LTIP 2022 Members of the Directoire and LTIP 2022 Président du Directoire plans, and in 2026 for the LTIP 2023 Membres du Directoire and LTIP 2023 Président du Directoire plans.
The Supervisory Board considers that consistency in the performance conditions helps to create long-term value. This is why the performance criteria concerning organic revenue growth and operating margin have been used since 2003 in long-term compensation programs and for annual variable portions. The Supervisory Board has chosen to use these two criteria, which are essential in the sector, to underline the importance of these priority indicators and drivers of the Groupe’s financial viability and profitability. This is to ensure that short-term gains are not made to the detriment of long-term results. For the Chairman of the Management Board, the TSR criterion (Total Shareholder Return), in line with shareholders’ expectations, was removed from the annual variable compensation objectives in order to be included in the LTIP objectives and assessed over a period of three years against CAC 40 companies, and a criterion related to the Talent management was introduced in 2022 only within the "Great Resignation" context in addition to the Corporate Social Responsibility (CSR) criteria, given the strategic and material nature of this stake for Publicis Groupe.
Ahead of the Afep-Medef Corporate Governance Code revised in December 2022, CSR criteria have been introduced since 2019, including one related to the combating climate change.
The performance conditions used are the same for all of the Groupe’s long-term compensation programs, whether they concern members of the Management Board or other executives, with the exception of the introduction, for the Chairman of the Management Board, of a performance criterion linked to the TSR (Total Shareholder Return). The main objective is to align the interests of the entire management team with the Groupe’s strategic objectives.
In order to favor the retention of members of the Management Board, no shares are acquired by the beneficiaries before the end of a period of presence in the Groupe, and subject to the performance conditions being satisfied. This vesting period is three years.
Except in the specific case of death, disability or retirement, or in exceptional circumstances explained by the Supervisory Board and made public, the acquisition of shares is subject to compliance with the presence condition for members of the Management Board until the end of the vesting period.
This condition may only be waived by a substantiated decision of the Supervisory Board after obtaining the opinion of the Compensation Committee.
Publicis Groupe share awards to members of the Management Board are limited to 0.3% of the Company’s share capital, a ceiling that also applies to stock options. For information, this ceiling is a long way from being reached. The total number of shares granted before performance under the authorization granted by the General Shareholders’ Meeting of May 26, 2021 in its twenty-second resolution currently represents 0.09% of share capital (including the awards carried out in March 2023).
