In accordance with article L. 22-10-9, I (6) and (7) of the French Commercial Code, the table below indicates the ratios of the level of compensation of the executive corporate officers to i) the average compensation on a full-time equivalent basis of employees who are not executive corporate officers and ii) the median compensation on a full-time equivalent basis of employees who are not executive corporate officers; as well as the annual evolution in the compensation of the executive corporate officers, the Company’s performance, the average compensation on a full-time equivalent basis of employees who are not executive corporate officers and the aforementioned ratios, over the past five financial years.
The ratios presented below in accordance with Order no. 2019-1234 of November 27, 2019 were calculated on the basis of the median and average compensation paid to Company employees during the 2018 to 2022 financial years.
Publicis Groupe S.A. currently employs only one person. In 2022, the ratio determined at the level of Publicis Groupe S.A. was 29 compared to the compensation of Maurice Lévy, Chairman of the Supervisory Board(1), 63 compared to the compensation of Arthur Sadoun, Chairman of the Management Board(2), 25 compared to the compensation of Michel-Alain Proch(3), 25 compared to the compensation of Anne-Gabrielle Heilbronner(4) and 63 compared to the compensation of Steve King(5), members of the Management Board. In accordance with recommendation 27.2 of the Afep-Medef Corporate Governance Code, and in line with article L. 22-10-9, I (6) and (7)of the French Commercial Code, Publicis Groupe has decided to publish in detail the ratios required by law on an expanded scope, representative of the Groupe’s business in France, to which have been added the workforce of all Groupe companies in the United States and the United Kingdom. This scope is economically relevant insofar as it represents the bulk of the Groupe’s payroll (72%) and Groupe revenue (74%), the remainder being spread across other countries worldwide. As a result, the publication of the ratios required on the basis of this expanded scope makes it possible to provide clear information that fully meets the objective of transparency regarding compensation gaps. A scope restricted to France has also been excluded, as it accounts for only 5% of the Groupe’s revenue, 6% of the Groupe’s payroll, and is not representative of its business.
The compensation of the executive corporate officers and employees used for the purposes of the table below includes all items of compensation (fixed and variable) and benefits of any kind paid during the 2018 to 2022 financial years. The method used to determine and value the items of compensation for executive corporate officers and employees is harmonized.
By analogy, share-based compensation has been taken into account at its acquisition value (i.e. the number of shares acquired during the financial year in question multiplied by the share price on the vesting date, less where applicable, the acquisition price) for financial years 2018 to 2022. Thus, for the financial year 2022, the share-based compensation from the LTIP 2019 and 2019 Special Plan, the Publicis Sapient and Publicis Epsilon plans were taken into account based on their actual value to determine the total employee compensation for 2022.
However, for three-year plans implemented until 2019 (in particular the LionLead plans, the last allocation of which took place in 2016 and the LTIP 2019-2021 Directoire plan), the amount of share-based compensation, although determined at its actual value upon delivery of the shares, is allocated in the amount of one third to each of the three years of performance of said plans in order to be economically relevant. Thus, the share-based compensation from the LionLead3 International plan for the benefit of the Groupe’s employees whose shares were delivered in June 2020 was spread in thirds over the three years of plan performance (2016, 2017 and 2018). For corporate officers, share-based compensation from the LionLead3, LTIP 2016-2018 Directoire plans (vesting in 2019) and LTIP 2019-2021 Directoire plans (vesting in 2022) was also spread over the three years of performance of the plan, i.e. 2016, 2017 and 2018 for LionLead3 and LTIP 2016-2018 Directoire and 2019, 2020 and 2021 for LTIP 2019-2021 Directoire. These valuations make it possible to reflect the strict performance conditions of our plans and the specific details of the performance shares awarded to our executive corporate officers. It should be noted that from 2021, the allocation of shares to the Groupe’s corporate officers will now be carried out on an annual cycle.
(1) The ratios for the previous four years are 61 for 2018, 62 for 2019, 42 for 2020 and 30 for 2021, in relation to the compensation of Maurice Lévy,Chairman of the Supervisory Board from June 1, 2017.
(2) The ratios for the previous four years are 59 for 2018, 65 for 2019, 62 for 2020 and 77 for 2021, in relation to the compensation of Arthur Sadoun, Chairman of the Management Board from June 1, 2017.
(3) The ratios for the previous four years are 50 for 2018, 41 for 2019, 41 for 2020 and 38 for 2021, compared to the compensation of Jean-Michel Etienne, member of the Management Board until December 31, 2020 and Michel-Alain Proch, member of the Management Board since January 15, 2021.
(4) The ratios for the previous four years are 31 for 2018, 28 for 2019, 27 for 2020 and 30 for 2021.
(5) The ratios for the previous four years are 64 for 2018, 69 for 2019, 56 for 2020 and 70 for 2021.
