Universal Registration Document 2023

3. Governance and Compensation - AFR

Annual fixed compensation

The gross annual fixed compensation of Mrs. Anne‑Gabrielle Heilbronner amounts to euro 600,000, unchanged from 2016.

The Supervisory Board, on the Compensation Committee’s recommendation, had approved this compensation in line with:

  • the scope of responsibilities of Mrs. Anne‑Gabrielle Heilbronner as Secretary General of the Groupe, which includes in particular the legal, Compliance and Governance function, human resources, internal audit, internal control, risk management and Corporate Social Responsibility (CSR);
  • the market practices in compensation observed for this level of responsibility in France and for this level of international responsibility in Publicis Groupe’s business sector.
Annual variable compensation

The Supervisory Board, on the recommendation of the Compensation Committee, approved the criteria for the variable compensation of Mrs. Anne‑Gabrielle Heilbronner for the 2024 financial year.

The target variable compensation of Mrs. Anne‑Gabrielle Heilbronner, which may represent up to 100% of her fixed compensation, is based on the following for the 2024 financial year:

  • two financial criteria related to the Groupe’s financial performance, each being taken into account on an equal basis, for 30% of variable compensation, i.e. organic growth and operating margin. To reconcile the terms and conditions of variable compensation for other Groupe executives, the variable compensation for the two criteria relating to organic growth and operating margin could be increased if the objectives are exceeded, with a cap of 20% on each of these two criteria;
  • four quantifiable individual financial and non‑financial criteria, in line with main areas of responsibility, accounting for 70% of variable compensation:
    • audit: 20%, execution of the annual audit plan submitted to the Audit Committee,
    • personnel costs: 20%, based on the Objective of “fixed personnel costs and freelance costs/revenue” in the annual budget approved by the Supervisory Board in March 2024,
    • legal: 10%, training of employees in Compliance and positive financial impact of the Legal Department on litigation, and
    • CSR: 20%, fight against climate change and Diversity, equity and inclusion.

If all the criteria are met and the margin and growth objectives are exceeded, the annual variable compensation of Mrs. Anne‑Gabrielle Heilbronner may represent a maximum of 106% of her target annual variable compensation. All these criteria, set in advance, are based on quantified, measurable objectives that are made public, with the exception of those that are of a strategic and confidential nature. All these criteria are proposed by the Compensation Committee and validated by the Supervisory Board. The Committee assesses, in the finest detail, the performance for each objective and each criterion.