Universal Registration Document 2024

Glossary

/ Arthur Sadoun, Chair and Chief Executive Officer Structure of the 2025 target compensation(1)

This diagram represents the compensation policy applicable to Arthur Sadoun, Chair and Chief Executive Officer, for the year 2025 (1).

  • Variable compensation subject to performance conditions: 83%
  • Long-term compensation: 50%

Performance conditions measured over 3 years:

  • 100% of financial criteria compared with our peers:
  • 50% Organic growth
  • 50% Operating margin

Long-term compensation: 50%

Performance conditions:

  • 80% of financial conditions based on objectives validated by the Board:
  • 40% Organic growth
  • 40% Operating margin
  • 20% of non-financial conditions:
  • 10% Impact and Equity
  • 10% Fight against climate change

Annual variable compensation: 33%

Fixed compensation without performance conditions: 17%

Fixed compensation: 17%

Since 2019, Publicis has always been committed to setting ambitious and demanding CSR objectives. The evolution of the geopolitical context, particularly in the United States, the significant increase in the Groupe's scope, as well as the excellent results already obtained, make it possible to consider an adjusted trajectory without overperformance. With regard to the criterion of gender diversity (percentage of women on the most significant Executive Committees), developments in the case law of the United States Supreme Court make this criterion uncertain or even illegal, with repercussions for the Groupe that were visible from 2024 onwards. Thus, the scope on which this objective is assessed cannot include the United States. For 2025, the target for women on the most significant Executive Committees, outside the United States, has been set at 46% to remain in line with the Groupe’s expectations in this area.

With regard to the criterion relating to the fight against climate change, the transition to 100% renewable energy from direct sources presents occasional challenges in the United States, where laws in certain states or cities do not allow consumers to choose their electricity supplier, and where the building manager is bound by a contract with their energy supplier, preventing them in this context from accessing a more favorable energy mix in terms of renewable energy.

Thus transformation of electricity contracts to 100% direct source renewable energy presents occasional difficulties related to the situation in the United States that affect the Groupe’s ability to continue the revised trajectory with one year of ahead of the reference trajectory set in 2019. In this difficult context of supplying renewable energy from direct sources, the objective for 2025 will be to consolidate the level already reached of 75% (one year ahead of the initial trajectory), taking into account the growth in activities and the integration over a full year of acquisitions made, particularly in the United States in 2024.

This is why it is proposed to review, as from the 2025 financial year, the performance criteria for the annual and long-term variable portion of the Chair and Chief Executive Officer.

The annual variable portion would continue to be based on financial (growth and margin) and CSR criteria. Overperformance would only relate to the financial criteria encouraging it to continue the excellent work carried out in recent years and the scope of assessment of the CSR criteria would be reviewed pursuant to changes in regulations in the United States, while maintaining ambitious targets.