Universal Registration Document 2024

Glossary

Performance conditions

The vesting of Publicis Groupe shares is subject to performance criteria that are measured following a three-year period, such that the total number of shares delivered will depend on the level of achievement of financial performance objectives, namely achieving a certain rate of weighted organic growth and an operating margin compared to a reference group of competitor companies of Publicis Groupe. From 2025, the performance conditions of the Chair and Chief Executive Officer LTIP would be aligned with those of the Groupe LTIP, and based solely on growth and margin criteria. Indeed, insofar as the CSR criteria can no longer be applied to all our employees due to changes in regulations in the United States, it was decided to remove them from our LTIP plans. In addition, the achievement of the financial criteria will be assessed on an expanded reference group, in order to take into account the reorganizations underway in our industry. The number of shares actually awarded is determined in accordance with the level of achievement of these performance objectives. Moreover, the vesting of the performance shares is also subject to a presence condition during the three-year vesting period.

The number of shares that may be delivered at the end of a three-year vesting period (except in the event of death or disability) will depend on:

  • for 50% of the shares granted, organic growth compared to a peer group composed of Publicis Groupe and the other five main global communications groups, namely WPP, Omnicom, IPG, Dentsu and Havas over a three-year period;
  • for 50% of the shares granted, the operating margin compared to a peer group composed of Publicis Groupe and the other five main global communications groups, namely WPP, Omnicom, IPG, Dentsu and Havas over a three-year period.

Since 2023, in order to strengthen the link between Mr. Arthur Sadoun and the Groupe and to provide an incentive for overperformance, the grant of performance shares may be increased by an additional number of shares if the objectives are exceeded. In this case, the long-term variable compensation in shares may represent up to 350% of his annual fixed compensation if the organic growth and operating margin criteria are exceeded.

In each of these plans, assuming the performance conditions are met, entitlement to receive shares is subject to a presence condition until the end of the vesting period.

LTIP 2025 PDG
Organic growth (50% of shares awarded)
  • 1st in the reference group: 100% of performance shares and 100% of overperformance shares delivered.
  • the weighted average of the reference group: 100% of performance shares delivered. No overperformance shares delivered.
  • Between 80% and 100%: the number of performance shares awarded is reduced by 5% for each 1% of performance recorded below 100%. No overperformance shares delivered.
  • <80% of the average of the reference group: no share delivered.
Operating margin (50% of shares awarded)
  • Highest operating margin compared to the reference group + x bp of the Objective: 100% of performance shares and 100% of overperformance shares delivered.
  • Margin rate in 1st position: 100% of performance shares delivered. No overperformance shares delivered.
  • Margin rate in 2nd position: 80% of the performance shares delivered. No overperformance shares delivered.
  • Operating margin the in 3rd,4th, 5th or 6th position: no share delivered.