In this context and on an exceptional basis, the Supervisory Board reserves the right to decide on a specific and discretionary adjustment to the performance criteria (weighting, trigger thresholds, targets, objectives, etc.) attached to the annual variable compensation, both upwards and downwards, and within the limit of the ceiling set for these components in the compensation policy. It is stipulated that the Supervisory Board shall take into account in its assessment the actual performance of the Chairman or the members of the Management Board concerned, in view of the favorable or unfavorable impact on the Groupe’s overall performance, the Groupe’s relative positioning compared to its competitors and the payments made to shareholders and employees over the period.
In the assumption that the Supervisory Board uses this adjustment clause, it will communicate all useful information on the proposed adjustment. This information would also be included in the corporate governance report that will be presented to the General Shareholders’ Meeting.
Finally, it should be noted that whenever this adjustment clause is implemented regarding a variable or exceptional item, the payment of the corresponding amounts will in any event be subject to a positive ex post vote of the General Shareholders’ Meeting.
The share‑based compensation program is meant to incentivize on a long‑term basis. It is subject to stringent performance conditions to develop loyalty and encourage the organization’s key talent over the long‑term and common interests with Publicis Groupe SA shareholders (see Section 6.6, Note 32 to the consolidated financial statements).
The performance shares are not only intended to incentivize executive corporate officers over the long‑term but also to retain them and to help align their interests with the best interests of the Company and shareholders. The members of the Management Board may therefore receive compensation in the form of Publicis Groupe shares, specifying that the shares granted are subject to performance and continued presence conditions to be met over a period generally set at three years.
Since 2021, the members of the Management Board benefit from a regular performance share plan ("LTIP"). An initial grant of shares is made each year, but they only vest after three years, and then only in accordance with the achievement of stringent objectives. The value of performance shares granted under the LTIP represents, at the time of the grant, 200% of the fixed compensation for members of the Management Board. In order to bring the Chairman of the Management Board’s multi‑year variable compensation more in line with that of our peers, particularly in the United Kingdom and the United States, the value of the performance shares granted to the Chairman of the Management Board represents, at the time of the grant, 300% of his fixed compensation (and up to 350% of his fixed compensation in the event of outperformance since 2023). The vesting of Publicis Groupe shares is subject to performance criteria that are measured following a three‑year period, such that the total number of shares delivered will depend on the level of achievement of financial performance objectives, namely achieving a certain rate of weighted organic growth and an operating margin compared to a reference group of companies competing with Publicis Groupe. Since 2019, part of the Publicis Groupe shares granted are also subject to a condition based on criteria relating to Corporate Social Responsibility. From 2022, part of the performance shares granted to the Chairman of the Management Board are also subject to a relative TSR criterion (Total Shareholder Return). The number of shares actually awarded is determined in accordance with the level of attainment of these performance targets. Moreover, the vesting of the performance shares is also subject to a presence condition during the three‑year vesting period.
The Supervisory Board, on the recommendation of the Compensation Committee, decided to grant the following performance shares to the members of the Management Board as part of the “LTIP 2024 Président du Directoire” and “LTIP 2024 Membres du Directoire” plans.
