In the event of forced departure or a departure due to a change in control or strategy, and except in the event of serious or gross misconduct, shares awarded may be retained pro rata temporis, subject to performance conditions.
In the event of retirement, he may, at the end of the vesting period and upon a decision of the Supervisory Board, pursuant to the compensation policy approved by shareholders and applicable at that time, receive the shares granted to him pro rata temporis.
The Groupe has this singularity that, in almost a hundred years of existence, it only had three operating Chief Executive Officers:
The duration of exercise of such CEO responsibilities is undoubtedly one of the Groupe’s key success factors. In the unstable landscape in which we operate and in light of the accute war for talent in our industry even more so for profiles as visible as Mr. Arthur Sadoun, whose performance is highly recognized it was essential for the Supervisory Board, in the interest of the Groupe and all stakeholders, to secure the services of Mr. Arthur Sadoun as Chairman of the Management Board on the long term.
To this end, and in accordance with the compensation policy approved by the General Shareholders’ Meeting of May 31, 2023, a retention contract was put in place during the 2023 financial year, the terms and conditions of which are presented in Section 3.3.2.4.
Mr. Arthur Sadoun benefits from the use of a taxi firm and gets reimbursed for his taxis and entertainment expenses. In addition, Mr. Arthur Sadoun will benefit from a security service to ensure his safety and that of his family at his home.
Mr. Arthur Sadoun benefits from the coverage applicable to executives at his level under the French system.
The Chairman of the Management Board does not currently benefit from a supplementary pension plan.
The Chairman of the Management Board cannot have an employment contract with the Company. Mr. Arthur Sadoun’s employment contract with Publicis Conseil dated December 5, 2006 was terminated when he was appointed Chairman of the Management Board.
In the event of a forced departure or due to a change in control or strategy and except in the event of serious or gross misconduct, Mr. Arthur Sadoun will be entitled to a severance payment.
The amount of the payment would be equal to one year of total gross compensation (fixed and variable portion paid) calculated using the average of the last 24 months of compensation.
He would also have the right to exercise the options to subscribe to and/or to purchase the shares that have been awarded to him, and to retain pro rata temporis the right to performance shares already granted to him, subject to the performance conditions set out in the regulations for the plan in question being satisfied (pursuant to the Supervisory Board decision of November 25, 2020).
In addition, this payment will be subject to a performance condition: the amount of the severance payment will only be payable in full if the average annual amount of the variable compensation vested by Mr. Arthur Sadoun for the three years preceding the termination is at least equal to 75% of his “target variable compensation.” If the average annual amount is less than 25% of the “target variable compensation,” no sum or benefits will be due. If the average annual amount is between 25% and 75% of the “target variable compensation,” payments and benefits will be calculated on a proportional basis between 0% and 100% using the rule of three.
The severance payment may only be paid after the determination by the Supervisory Board that the performance conditions had been achieved at the date on which his term as a member of the Management Board ended.
In the event of a forced departure or a change in control or strategy, Mr. Arthur Sadoun will not be subject to a non‑compete or non‑solicitation obligation.
For information, note that these commitments had been authorized by the Supervisory Board on September 12, 2018 and approved by the General Shareholders’ Meeting of May 29, 2019 in its fifth resolution, for commitments formerly subject to the procedures on related‑party agreements.
The Chairman of the Management Board may be subject to a non‑compete obligation in return for financial consideration.
The Supervisory Board accordingly decided to subject Mr. Arthur Sadoun, in the event of his resignation, to a non‑compete agreement and an agreement not to solicit personnel during the two years following the termination of his position as Chairman of Publicis Groupe SA’s Management Board.
In return for compliance with this non‑compete commitment, Mr. Arthur Sadoun will receive a payment (payable monthly in advance), the amount of which will be equal to two years of total gross compensation (fixed part and target variable part) calculated on the average of the last 24 months of compensation.
The Supervisory Board may waive this clause.
