Universal Registration Document 2023

3. Governance and Compensation - AFR

not-included not-included Level of achievement of the performance Acquisition scale (straight‑line between the threshold and the maximum)
Performance criteria Weight Threshold* Target Maximum Threshold* Target Maximum
Organic growth of the Groupe’s revenue 40% not-included not-included not-included not-included not-included not-included

Organic growth of the Groupe’s revenuebased on the Objective validated by the Supervisory Board in March 2024

not-included Objective -x bp(1) Objective(1) Objective +y bp(1) 80% 100% 150%
Operating margin 40% not-included not-included not-included not-included not-included not-included

Groupe operating Margin based on the Objective validated by the Supervisory Board in March 2024

not-included Objective -x’ bp(2) Objective(2) Objective +y’ bp(2) 80% 100% 150%
CSR – the assessment of the progress of the CSR policy is carried out with regard to the following priorities: 20% not-included not-included not-included not-included not-included not-included

Diversity, equity and inclusion: the trajectory aims for 45% women in the most important Executive Committees in 2025 with an indicative checkpoint of 44% at the end of 2024

10% Objective 2024 Objective 2024  Objective2025 100% 100% 150%

Combating climate change: the trajectory aims for 100% of energy from direct renewable sources by 2030 with an indicative checkpoint of around 65% at the end of 2024

10% Objective 2024 Objective 2024  Objectives 2025 100% 100% 150%
TOTAL 100%     TOTAL 84% 100% 150%
Long‑term variable share‑based compensation

The Chairman of the Management Board receives annual variable share‑based compensation subject to the achievement of the objectives set as follows.

Publicis Groupe decided to set up a share plan each year for management and certain key employees of the Groupe. As Chairman of the Management Board, Mr. Arthur Sadoun has been eligible for this plan since 2021.

The number of shares that may be delivered at the end of a three‑year vesting period (except in the event of death or disability), i.e. in March and May 2025 under the “LTIP 2022 Président du Directoire,” in March and June 2026 under the "LTIP 2023 Président du Directoire" and in March 2027 under the “LTIP 2024 Président du Directoire,” will depend on:

  • for 35% of the shares granted, the organic growth compared to a reference group composed of Publicis Groupe and the other three main global communications groups, namely WPP, Omnicom and IPG, over a three‑year period (2022‑2024 under the “LTIP 2022 Président du Directoire”, 2023‑2025 under the "LTIP 2023 Président du Directoire" and 2024‑2026 under the “LTIP 2024 Président du Directoire”);
  • for 35% of the shares granted, the operating margin compared to a reference group composed of Publicis Groupe and the other three main global communications groups, namely WPP, Omnicom and IPG, over a three‑year period (2022‑2024 under the “LTIP 2022 Président du Directoire”, 2023‑2025 under the "LTIP 2023 Président du Directoire" and 2024‑2026 under the “LTIP 2024 Président du Directoire”);
  • for 15% of the shares granted, the TSR (Total Shareholder Return) compared to the median of the CAC 40 over a three‑year period (2022‑2024 under the “LTIP 2022 Président du Directoire,” 2023‑2025 under the "LTIP 2023 Président du Directoire" and 2024‑2026 under the “LTIP 2024 Président du Directoire”);
  • for 15% of the shares granted, conditions related to Corporate Social Responsibility.

Since 2023, in order to strengthen the link between Mr. Arthur Sadoun and the Groupe and to provide an incentive for outperformance, the grant of performance shares may be increased by an additional number 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 only the 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 3.3.1.4.