| Board member | Committee member | Committee Chairman (additional compensation for the chaired Committee) | Lead Director | |
|---|---|---|---|---|
| Annual fixed compensation | Annual fixed compensation Board member €10,000 |
Annual fixed compensation Committee member €– |
Annual fixed compensation Committee Chairman (additional compensation for the chaired Committee) +€7,500 |
Annual fixed compensation Lead Director +€30,000 |
| Compensation paid per meeting | Compensation paid per meeting Board member €6,000 |
Compensation paid per meeting Committee member €6,000 |
Compensation paid per meeting Committee Chairman (additional compensation for the chaired Committee) +€1,500 |
Compensation paid per meeting Lead Director
|
Under this compensation policy, each Director would receive annual fixed compensation of euro 10,000 and euro 6,000 for each Board meeting attended. The Lead Director receives additional fixed compensation of euro 30,000. A Director who also participates in a Committee would receive euro 6,000 for each Committee meeting attended. A Director that is also Chair of a Committee would receive fixed compensation of euro 10,000, increased by euro 7,500 for chairing a Committee, and compensation per meeting of euro 6,000 increased by euro 1,500 for attendance at the Committee meeting he or she chairs and euro 6,000 per Board meeting or any other Committee meeting he or she attends.
For reference, 81.67% of the compensation budget authorized for Directors was used for 2024.
The payment of items of compensation for a financial year takes place the following year.
Pursuant to article 14 III of the Company’s Articles of Incorporation, the Board of Directors may grant, in accordance with applicable laws, exceptional compensation for specific missions and duties entrusted to its members.
This compensation shall be determined by the Board of Directors by taking into account the length and complexity of the mission after obtaining the Compensation Committee’s opinion.
For information, this option was not used in the 2024 financial year.
Mr. Arthur Sadoun and Mrs. Élisabeth Badinter do not receive any specific compensation for their duties as Chairman of the Board of Directors and Vice-Chair of the Board, apart from their compensation as Directors. Mr. Arthur Sadoun and Mrs. Élisabeth Badinter do not have an employment contract with Publicis Groupe SA or any of its subsidiaries.
The compensation policy for Directors in respect of the 2025 financial year will be subject to approval by the General Shareholders’ Meeting of May 27, 2025 in its sixteenth resolution, pursuant to article L. 22-10-8, II of the French Commercial Code.
The total compensation, including benefits of any kind paid or awarded during or with respect to the financial year ended December 31, 2024 to each member of the Supervisory Board until May 29, 2024 and to each Director as of that date, both by the Company and by the companies controlled by the Company as defined by article L. 233-16 of the French Commercial Code, is indicated hereafter.
Since 2022, the compensation of the members of the Board in respect of their term of office (former attendance fees) consists of the fixed annual compensation plus compensation for each meeting of the Board and committee in which they participate, with the exception of the salaries paid by a Groupe subsidiary to Mr. Pierre Pénicaud and Mrs. Patricia Velay-Borrini in respect of their salaried positions in 2024 (see Table below). Total compensation is expressed in euros. The amounts indicated are gross amounts before deductions of taxes or social charges.
The items of compensation paid or awarded in respect of the 2023 financial year were approved by the previous General Shareholders’ Meeting in its sixth resolution. It is specified that the compensation of the Directors (or members of the Supervisory Board until May 29, 2024) paid or awarded in respect of the 2024 financial year complies with the compensation policy set out in Sections 3.3.1.2 and 3.4.1 of the Publicis Groupe SA 2023 Universal Registration Document as broadly approved by the General Shareholders’ Meeting of May 29, 2024 in its twelfth and forty-second resolutions pursuant to article L. 22-10-26 II and L. 22-10-8 II of the French Commercial Code. The members of the Supervisory Board/Directors received fixed compensation of euro 10,000 per year (increased by euro 7,500 for those who chaired a Committee), increased by euro 6,000 for Board meetings and committee meetings they attended (increased by 1,500 per meeting for the Chairman of the Committee).
At their request, Mrs. Patricia Velay-Borrini and Mr. Pierre Pénicaud receive fixed compensation of euro 5,000, increased by euro 3,000 for each meeting of the Board and each committee in which they participate, and the Company has decided to allocate an equivalent amount to charitable work.
