Universal Registration Document 2023

It should be noted that the compensation policy for Mr. Maurice Lévy as Chairman of the Supervisory Board for the 2023 financial year, as well as the vote on the elements paid or granted to Mr. Maurice Lévy in 2022, were approved by 87.08% and 87.07% of the votes at the General Shareholders' Meeting of May 31, 2023 (eighth and thirteenth resolutions) pursuant to, respectively, articles L. 22‑10‑26 II and L. 22‑10‑34 II of the French Commercial Code (ex ante and ex post vote).

Mr. Maurice Lévy does not have an employment contract with Publicis Groupe SA or any of its subsidiaries and does not receive any other compensation from Publicis Groupe SA or any of its subsidiaries.

The compensation policy for the Chairman of the Supervisory Board in respect of the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, will be subject to approval by the General Shareholders’ Meeting of May 29, 2024 in its eleventh resolution, pursuant to article L. 22‑10‑26 II of the French Commercial Code.

3.3.1.4 Compensation policy for the members of the Management Board

The compensation policy for the members of the Management Board is based on the same items as those for all corporate officers set out in Section 3.3.1.1 and includes the specific items submitted below.

Pursuant to article 10 IV of the Company’s Articles of Incorporation, compensation for the Chairman and members of the Management Board is set by the Supervisory Board and reviewed on the recommendation of the Compensation Committee. For members of the Management Board other than the Chairman, the Chairman of the Management Board shall make proposals to the Compensation Committee.

The compensation policy of Publicis Groupe’s Management Board aims to align the interests of the Groupe’s executives with those of the Company and its shareholders by establishing a strong link between performance and compensation. Within this context, its essential purpose is to encourage the achievement of ambitious objectives and create value on a long‑term basis, by setting stringent performance criteria.

In order to do so, the compensation structure of the Publicis Groupe executives is based on fixed compensation and on annual and multi‑year variable compensation directly linked to their individual performance, as well as their contribution to Groupe performance.

Furthermore, it is based on an analysis (using the services of external consultants where necessary) of market trends observed in France and abroad, both in comparable major French companies in general and, more specifically, in the companies competing with Publicis Groupe both in terms of business and talent in the United Kingdom and the United States. Comparability with Publicis Groupe's competitors is playing an increasingly important role in the analyses carried out, with Publicis Groupe now ranking second in the industry against competitors based mainly in the United States and the United Kingdom, and first in terms of market capitalization. The United States and the United Kingdom represent Publicis Groupe's largest market shares, at 59% for the American market (1^st) and 9% for the British market (2^nd) respectively.

This compensation policy is based on the following objectives:

• attract, develop, retain and motivate the most talented individuals in a business sector/industry fundamentally based on the quality of employees, and where competition for talent is particularly fierce, especially in the context of the digital transformation, underway throughout the industry and taking place in an extremely competitive general and international environment;
•  encourage management to achieve a level of performance which is high, growing and long‑lasting within an increasingly competitive environment, where new players from consulting or technological firms have become direct competitors of Publicis Groupe.

It is guided by three principles:

• competitive and coherent compensation packages with regard to market trends;
• internal equity, based on individual and collective performance, in order to ensure fair and balanced compensation, reflecting the level of individual success of each person, and the contribution to common projects, measured both quantitatively and qualitatively;
• achieving all the short-, medium- and long‑term financial and operating results directly linked with the Groupe’s strategic objectives and for the benefit of our clients, our employees, our shareholders and all stakeholders.

It should be noted that these principles apply to all Groupe executives and are adapted based on the geographical location of the individuals, taking into consideration the differences in terms of regulations, market practices and competitive environment.

Employment contract

Members of the Management Board, with the exception of the Chairman of the Management Board, may have an employment contract with a Groupe company.

Changes in the composition of the Management Board 

In the event that a new Management Board is appointed, or a new member joins the Management Board, the compensation policy applicable to members of the Management Board described in this section will apply to them. The Supervisory Board will nevertheless be authorized to decide temporarily on certain adjustments to take into account, in particular, the profile or experience of the new member(s). Where a member of the Management Board has been hired from outside the Groupe, the Supervisory Board may decide to compensate, in whole or in part, the benefits forgone on leaving the previous employment. The Supervisory Board will decide on the advice of the Compensation Committee to the extent strictly required by the situation and only with respect to those points of the current compensation policy that are clearly inappropriate to the situation of the newly appointed executive.