The compensation policy adopted for the 2023 financial year was defined on the basis of performance criteria established in March 2023. The criteria and objectives have been rigorously defined, despite a particularly difficult macroeconomic context and an industry amidst a transformation. The Compensation Committee worked diligently to identify and assess individual performance objectives for the annual variable compensation of Management Board members, based on the following vesting scales.
Despite a particularly difficult macroeconomic context, and after six years of transformation, the Groupe recorded another “record” financial year in 2023 and clearly stood out from its competitors. The transition from a holding company to a platform organization has borne fruit. With organic growth in net revenue of +6.3% over the year, Publicis Groupe not only significantly outperformed the other communication groups for the fourth consecutive year, but also generated growth that was twice as fast as the main digital consulting firms. The same applies to financial indicators, whether in terms of margin or free cash flow. At a time when companies need partners who can truly help them transform in a demanding and constantly changing environment, Publicis Groupe’s unique model has made the difference, allowing the Groupe to gain market share and rank number 1 in new business for the fifth consecutive year.
With revenue of nearly euro 15 billion in 2023, up 35% compared to 2019, Publicis Groupe has established itself as the second‑largest player in our industry and the leading player in terms of market capitalization (which surged by 28% year‑on‑year). In addition, the Groupe proposes a dividend of euro 3.40 per share for the 2023 financial year, up 17% year‑on‑year.
These excellent results have also enabled the Groupe to distribute to its employees a bonus package of more than euro 500 million in 2024 for the 2023 financial year.
Pursuant to article L. 22‑10‑34, II of the French Commercial Code, the General Shareholders’ Meeting must vote on the variable and extraordinary items of total compensation and benefits of any kind paid during the past financial year or awarded for that financial year to the Chairman of the Management Board.
The General Shareholders' Meeting of May 29, 2024 will therefore be asked to approve the items of compensation paid or awarded in respect of the 2023 financial year to Mr. Arthur Sadoun, Chairman of the Management Board, as described below. These items comply with the compensation policy for the Chairman of the Management Board for the 2023 financial year presented in Sections 3.2.1.4 and 3.2.1.5 of the Publicis Groupe SA 2022 Universal Registration Document, as approved by the General Shareholders’ Meeting of May 31, 2023 in its tenth resolution. Given the level of approval of the items of compensation at the previous General Shareholders' Meeting and the incentive to overperform on all criteria, the Compensation Committee paid close attention to the assessment of the performance criteria of the items of compensation awarded in respect of the 2023 financial year. In a particularly difficult macroeconomic context and in view of the Groupe’s exceptional results, the items of compensation paid or awarded in respect of the 2023 financial year are in line with those paid or awarded in respect of the 2022 financial year. It should be noted that the variable or extraordinary items of compensation are subject to the approval of the Ordinary General Shareholders’ Meeting, in accordance with the provisions of article L. 22‑10‑34, II, second paragraph, of the French Commercial Code.
The items comprising the total compensation and benefits of any kind paid during the past financial year or awarded in respect of the same financial year to Mr. Arthur Sadoun, Chairman of the Management Board, are subject to the approval of the General Shareholders' Meeting of May 29, 2024 in its eighth resolution, pursuant to article L. 22‑10‑34, II of the French Commercial Code.
