Publicis Groupe decided to set up a share plan each year for management and certain key employees of the Groupe. As an employee of the Groupe and then a member of the Management Board from February 8, 2024, Mr. Loris Nold is eligible for this plan since 2021 under the same conditions as for the Groupe’s management and certain key employees.
Under this plan implemented for members of the Management Board, 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 2027 for the “LTIP 2024 Membres du Directoire” will depend for 90% of the shares awarded – on Publicis Groupe’s average financial performance over a three‑year period (2024‑2026) as compared with the financial performance of a reference group comprising WPP, Omnicom, IPG and Publicis Groupe, plus two conditions relating to Corporate Social Responsibility for 10% of the shares awarded.
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.
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, pursuant to a reasoned decision of the Supervisory Board and subject to performance conditions.
In the event of retirement, he may, at the end of the vesting period and pursuant to a decision of the Supervisory Board, in accordance with the compensation policy approved by shareholders and applicable at that time, receive the shares granted to him pro rata temporis.
Use of a company car.
In addition, without coverage by Pôle Emploi (French unemployment agency), Mr. Loris Nold will benefit from unemployment insurance taken out by Publicis Groupe for the benefit of corporate officers.
Mr. Loris Nold benefits from the coverage applicable to executives under the French system. Mr. Loris Nold may benefit from the PERECO and PER O plans open, subject to conditions, to all Groupe employees in France with an employment contract.
Mr. Loris Nold has an employment contract with one of the Groupe’s subsidiaries.
The commitments in force with Mr. Loris Nold provide that, in the event of a forced departure solely due to a change in control or strategy, and except in the event of serious or gross misconduct, he would be entitled to a severance payment.
Provided that Mr. Loris Nold does not hold salaried positions within Publicis Groupe, the amount of the payment would be equal to one year’s total gross compensation (fixed and variable compensation 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 the performance shares already granted to him pro rata temporis, subject to the performance conditions set out in the regulations for the plan in question.
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. Loris Nold for the three years preceding his 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.
The severance payment and any compensation in respect of the employment contract may not exceed two years of total compensation (fixed and variable compensation paid).
A non‑compete clause had been agreed with Mr. Loris Nold as part of his employment contract. This non‑compete clause, valid for a maximum of two years, provides a maximum financial compensation, payable monthly, equal to 30% of the most recent gross monthly salary, excluding variable items, received by Mr. Loris Nold prior to his departure from the Groupe, calculated on the average of the last 12 months preceding his departure. Publicis Groupe may waive this clause.
The compensation policy for Mr. Loris Nold as a member of the Management Board in respect of the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, will be subject to approval by 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.
