Starting in 2023, in order to strengthen the link between Arthur Sadoun and the Groupe and encourage overperformance, the grant of performance shares may be increased by an additional amount of shares if the objectives are exceeded. In this case, the long-term variable compensation in shares may represent up to 350% of his annual fixed compensation if the sole organic growth and operating margin criteria are exceeded.
In each of these plans, assuming the performance conditions are met, entitlement to receive shares is subject to a presence condition 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 performance conditions.
In the event of retirement, he may, at the end of the vesting period and upon a decision of 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.
The Groupe has this singularity that in almost a hundred years of existence, it only had three operating Chief Executive Officers :
The duration of exercise of such CEO responsibilities is undoubtedly one of the Groupe’s key success factors. In the unstable landscape in which we operate and in light of the accute war for talent in our industry - even more so for profiles as visible as Arthur Sadoun, whose performance is highly recognized - it was essential for the Supervisory Board, in the interest of the Groupe and all stakeholders, to secure the services of Arthur Sadoun as Chairman of the Management Board on the long term.
To this end, it was decided to implement a retention contract with the following terms and conditions:
It is not meant to be an “exit” compensation, but on the contrary a retention contract to encourage him to remain as Chairman of the Management Board against an exceptional and specific allocation.
This provision is in the interest of the Company and all stakeholders, including shareholders.
The commitment relating to this retention contract of a total theoretical value of 11,170,000 euros will be provisioned each year according to the appropriate calculations in the annual financial statements of Publicis Groupe S.A. and in the Groupe’s consolidated financial statements.
Arthur Sadoun benefits from the use of a taxi firm and gets reimbursed for his taxis and entertainment expenses.
Arthur Sadoun benefits from the coverage applicable to executives at his level under the French system.
After carrying out a new analysis as previously announced to the General Shareholders’ Meeting of May 25, 2022, the Groupe decided not to set up a supplementary pension plan for the Chairman of the Management Board.
The Chairman of the Management Board cannot have an employment contract with the Company.
Arthur Sadoun’s employment contract with Publicis Conseil dated December 5, 2006 was terminated when he was appointed Chairman of the Management Board.
