Universal Registration Document 2023

Note 32 Publicis Groupe SA stock option and free share plans

Presentation of the new free share plans for 2023

Free share plans were created in 2023, with the following features: 

Long‑term incentive plan known as the “LTIP 2023” (March 2023)

Under this plan, a certain number of Groupe managers were granted free shares, subject to three conditions:

• a continued presence condition, during the three‑year vesting period;
• conditions for achieving the Groupe’s revenue growth and profitability targets for 2023, compared to a reference group including Publicis Groupe and the other three main global communications groups (Omnicom, WPP and IPG);
• conditions based on progress made on the CSR (corporate social responsibility) policy, both in the area of Diversity, Equity and Inclusion and in the area of combating climate change, for which indicative interim points have been set. At the end of 2023, the percentage of women in key management positions as well as the percentage change in the integration of renewable energies in the Groupe will be assessed against targets set.

The shares ultimately awarded in accordance with the level of achievement of these targets will be vested at the end of a three‑year period, i.e. in March 2026.

Long‑term incentive plans known as the “LTIP 2023 Membres du Directoire” [Members of the Management Board] (March and May 2023) and “LTIP 2023 Président du Directoire” [Chairman of the Management Board] (March and May 2023)

Under the LTIP 2023 Membres du Directoire plan, members of the Management Board were granted free shares, subject to three conditions:

• a continued presence condition, during the three‑year vesting period;
• conditions for achieving the Group’s revenue growth and profitability targets over the entire 2023 to 2025 period, compared to a peer group including Publicis Groupe and the other three main global communications groups (Omnicom, WPP and IPG);
• conditions based on progress made on the CSR (corporate social responsibility) policy, both in the area of Diversity, Equity and Inclusion and in the area of combating climate change, for which indicative interim points have been set. At the end of 2025, the percentage of women in key management positions as well as the percentage change in the integration of renewable energies in the Groupe will be assessed against targets set.

The shares ultimately awarded in accordance with the level of achievement of these conditions will be vested at the end of a three‑year period, i.e. in March 2026. Following the change in the compensation policy adopted by the General Shareholders’ Meeting of May 31, 2023 for one member of the Management Board, additional shares were granted on May 31, 2023, to be vested in June 2026.

The LTIP 2023 Président du Directoire plan provides for the same conditions as the LTIP 2023 Membres du Directoire plan, plus a market condition based on the TSR (Total Shareholder Return) comparing that of Publicis Groupe with that of the median of the CAC40. In addition, in accordance with the change in the compensation policy adopted by the General Shareholders’ Meeting of May 31, 2023, outperformance shares were granted on May 31, 2023. These outperformance shares are subject to criteria for achieving the Groupe’s revenue growth and profitability targets over the entire 2023 to 2025 period, compared to the aforementioned peer group, plus a Groupe internal operating margin target.

Retention contract for the Chairman of the Management Board

A retention contract has been put in place for the Chairman of the Management Board. The contract was approved by the Compensation Committee on March 7, 2023, then by the Supervisory Board on March 8 and April 19, 2023. The compensation policy, including the retention contract, was approved at the General Shareholders’ Meeting on May 31, 2023. The Management Board granted the shares under the retention contract on May 31, 2023.

The contract provides for a five‑year presence condition from January 1, 2023, with the Chairman of the Management Board scheduled to remain in office until December 31, 2027. At the end of this period, he would receive a number of shares equal to two years of fixed compensation per year of presence over the whole five‑year period, i.e. the equivalent of ten years of fixed compensation.

Long‑term incentive plans known as the “LTI Epsilon March 2023 Plan” and "LTI Epsilon September 2023 Plan"(March and September 2023)

The plans, set up for the exclusive benefit of Publicis Epsilon managers and employees, include three tranches subject to a continued presence condition for 20% and financial performance conditions for 80% in respect of 2023. The shares will be vested in March 2024 (30% of the shares), March 2025 (30% of the shares) and March 2026 (40% of the shares) and/or September of the same years (depending on the grant date of the shares) in the same proportions.