Mrs. Anne‑Gabrielle Heilbronner is subject to a non‑compete clause in her employment contract concluded on her arrival at Publicis Groupe in 2012, i.e. before her appointment as a member of the Management Board. This non‑compete clause is valid for a maximum of two years and provides a maximum financial compensation to be paid equal to 30% of the gross salary, excluding variable elements. Publicis Groupe may waive this clause.
It should also be recalled that, in accordance with article R. 22‑10‑18, III of the French Commercial Code, the payment of this compensation does not apply when Mrs. Anne‑Gabrielle Heilbronner is retiring.
It is recalled that the compensation policy for members of the Management Board for the 2023 financial year, as well as the items paid or granted to Mrs. Anne‑Gabrielle Heilbronner in 2022, were approved (91.88% and 95.47% positive votes, respectively) by the General Shareholders’ Meeting of May 31, 2023 (eleventh and fifteenth resolutions) pursuant to articles L. 22‑10‑26, II and L. 22‑10‑34, II of the French Commercial Code (ex ante and ex post votes) respectively.
The compensation policy of Mrs. Anne‑Gabrielle Heilbronner for the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, will be submitted for approval to the General Shareholders’ Meeting of May 29, 2024 in its fourteenth resolution pursuant to article L. 22‑10‑26, II of the French Commercial Code.
The compensation policy for Mr. Michel‑Alain Proch is based on the same principles as those for all corporate officers set out in Section 3.3.1.1 and includes the items applicable to members of the Management Board presented in Section 3.3.1.4 as well as the specific items presented below.
Mr. Michel‑Alain Proch’s term of office as a member of the Management Board ended on February 8, 2024. He retained his salaried positions until the expiry date of the notice period under the employment contract, i.e. February 14, 2024.
The gross annual fixed compensation of Mr. Michel‑Alain Proch has been euro 720,000 gross since January 1, 2023. The annual fixed compensation, calculated on a pro rata basis over the period from January 1 to February 8, 2024, date of the end of his term of office, amounts to euro 77,143.
Mr. Michel‑Alain Proch will not be entitled to any annual variable compensation for the 2024 financial year.
Publicis Groupe decided to set up a share plan each year for management and certain key employees of the Groupe. As a member of the Management Board, Mr. Michel‑Alain Proch has been eligible for this plan since 2021.
Failing compliance with the presence condition stipulated in the various current plans (LTIP 2021 Directoire, LTIP 2022 Membres du Directoire and LTIP 2023 Membres du Directoire), all the shares granted to Mr. Michel‑Alain Proch were canceled.
Use of a company car.
In addition, without coverage by Pôle Emploi (French unemployment agency), Mr. Michel‑Alain Proch benefited from the unemployment insurance taken out by Publicis Groupe for corporate officers until the end of his employment contract.
