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 0.24% of share capital (including the awards carried out in March 2024).
The Supervisory Board has decided that, in addition to plan‑specific rules, members of the Management Board must maintain ownership of at least 20% of the shares they were awarded, in registered form, throughout their terms of office. In addition, pursuant to the Afep‑Medef Corporate Governance Code, members of the Management Board undertake not to use hedging instruments on shares to be received or shares received but which are non‑transferable.
The Management Board reserves the right to grant stock options.
In this case, stock options would be subject to at least two performance conditions and measured over three years. The subscription or purchase price of the shares would not be lower than the average of the opening prices of Publicis Groupe shares on the regulated market of Euronext Paris over the 20 trading days preceding the date on which the options are granted, rounded down to the nearest euro, nor, for stock purchase options, the average purchase price of the Company’s treasury shares, rounded down to the nearest euro.
These awards are limited to 0.3% of the Company’s share capital, a ceiling that also applies to performance shares. The Groupe has not granted any stock options since 2013. For information, pursuant to the compensation policy applicable to the Chairman and members of the Management Board for 2024, no stock options will be granted to them in 2024.
Members of the Management Board may benefit from collective health and welfare insurance plans based on applicable local regulations.
Members of the Management Board in France who are subject to an employment contract and are covered by the French social security system may benefit from these plans under the same conditions as employees in France.
Private insurance coverage under the French plan was offered to the members of the Management Board who cannot benefit from the compulsory unemployment insurance for employees.
The members of the Management Board may be entitled to severance payment in case of imposed departure, granted in accordance with current law and the Afep Medef Corporate Governance Code. Pursuant to said code, the cumulative amount of the severance payment and non compete compensation may not exceed 24 months of total compensation (annual fixed and variable compensation).
Detailed elements of severance payments are explained in Section 3.3.1.5 for the Chairman of the Management Board and Sections 3.3.1.6 and 3.3.1.8 for the other members of the Management Board.
The members of the Management Board may be bound by a non compete agreement and, in consideration, benefit from non compete compensation in accordance with current legislation and the Afep Medef Corporate Governance Code. The Supervisory Board reserves the right to forgo this commitment. Pursuant to said code, the cumulative amount of the severance payment and non compete compensation may not exceed 24 months of total compensation (annual fixed and variable compensation). It should also be recalled that, in accordance with article R. 22‑10‑18, III of the French Commercial Code, the payment does not apply when the interested party is retiring.
The members of the Management Board may receive benefits in line with local compensation regulations and practices, such as, for example, the provision of a car, payment of cab fares, unemployment insurance and security services.
Detailed quantified elements of the compensation policy are explained in Section 3.3.1.5 for the Chairman of the Management Board and in Sections 3.3.1.6, 3.3.1.7 and 3.3.1.8 for the other members of the Management Board.
