Universal Registration Document 2024

Glossary

3.1.4.3 Compensation Committee
Composition as of the date of this document

Pursuant to article 19.1 of the Afep-Medef Code, the Compensation Committee has a majority of independent Directors and does not include any executive corporate officers. It is chaired by an independent Director (Mrs. Antonella Mei-Pochtler) and includes a member representing employees (Mrs. Patricia Velay-Borrini).

/ Key figures as of December 31, 2024
  • 4 members
  • 100 %independent(1)
  • 50 % women
  • 6 meetings
Name Attendance rate
Antonella Mei-Pochtler,Chair

Antonella Mei-Pochtler,

Chair

Attendance rate

100%

Thomas H. Glocer

Thomas H. Glocer

Attendance rate

100%

André Kudelski

André Kudelski

Attendance rate

100%

Patricia Velay-Borrini, Director representing employees

Patricia

Velay-Borrini, Director representing employees

Attendance rate

100%

(1) The independence rate is calculated excluding Directors representing employees, in accordance with the Afep-Medef Code.

Due to the appointment of Mr. André Kudelski as Lead Director and in order for him to be able to fully perform this role, Mrs. Antonella Mei-Pochtler, member of this Committee since May 2020, succeeded him as Chair of the Compensation Committee as of May 29, 2024.

Presence of a permanent expert on the Compensation Committee

Mr. Michel Cicurel, initially appointed on June 1, 2018 and renewed on May 29, 2024 as part of the change in governance, continues to assist the Compensation Committee as a permanent expert. He was a member of the Supervisory Board of Publicis Groupe SA for 19 years, from 1999 to 2018. He also served as Chair of the Compensation Committee from 2016 to 2018. For each meeting, Mr. Michel Cicurel receives fees similar in amount as the fixed compensation paid to the members of the Committee. He attended all of the Committee’s meetings in 2024.

Missions

The missions of the Compensation Committee are detailed in article 10 of the Board of Directors’ internal rules and regulations and are established pursuant to the provisions of article 19.2 of the Afep-Medef Code.

The Compensation Committee deals with all matters relating to the compensation of the Groupe’s corporate officers and senior executives.

/ Summary of the Committee’s main missions

Compensation of Directors

issuing a recommendation on the total annual amount of compensation allocated to Directors and the terms and conditions for distributing this compensation

Compensation of executive corporate officers

  • reviewing and proposing to the Board all items of compensation of the executive corporate officers
  • issuing a recommendation on the compensation policy for corporate officers (vote ex ante), on the compensation report and on compensation paid or awarded in respect of the past financial year (vote ex post)

Compensation of key executives

giving an opinion on the fixed, variable and exceptional compensation conditions making up the total compensation and benefits in kind of the members of the Executive Committee (or equivalent) and key executives of Publicis Groupe (Top 20)

Groupe salary policy

  • reviewing and issuing any recommendations in terms of equal treatment, in particular in terms of professional equity and equal pay
  • comment on variable compensation schemes and share allocation policies