The compensation policy adopted for the 2024 financial year was defined on the basis of performance criteria established in March 2024. The criteria and objectives have been rigorously defined, despite a macroeconomic context which remained difficult in 2024. The Compensation Committee worked diligently to identify and assess individual performance objectives for the annual variable compensation of Mr. Arthur Sadoun based on the vesting scales. The Compensation Committee also assesses the performance objectives for the annual variable compensation of Mrs. Anne-Gabrielle Heilbronner and Mr. Loris Nold, executive corporate officers, until the change in governance approved by the General Shareholders’ Meeting of May 29, 2024.
2024 was a “historic year” for Publicis Groupe, with net profit and net revenue up by 26.5% and 6.6% respectively, making Publicis Groupe the world’s leading advertising group in 2024. Publicis Groupe grew three times faster than other holding companies in the sector and five times faster than advisory groups. Publicis Groupe posted the industry-highest financial ratios while accelerating its investments in AI and talent recruitment, and once again, Publicis Groupe topped the rankings in terms of new business. At the same time, Publicis Groupe invested euro 100 million in artificial intelligence.
This excellent performance was achieved in a geopolitical context in which the first impacts of policy changes on CSR were visible to the Groupe from 2024 onwards, particularly in the United States where, on the one hand, the use of a diversity criterion based on a quota has become uncertain or even illegal in the light of the case law of the US Supreme Court and, on the other hand, certain locally applicable laws do not allow the choice of one's electricity supplier or access to a more favorable energy mix in terms of renewable energy. This required an assessment of the CSR criteria taking into account these particular and unpredictable developments, as provided for in our compensation policy.
In accordance with article L. 22-10-34 II of the French Commercial Code, the General Shareholders’ Meeting must vote on the variable and exceptional items of the total compensation and benefits of any kind paid during the past financial year or awarded in respect of the same financial year to Mr. Arthur Sadoun as Chairman of the Management Board until May 29, 2024, and then as Chair and Chief Executive Officer from that date.
The General Shareholders’ Meeting of May 27, 2025 will therefore be asked to approve the items of compensation paid or awarded in respect of the 2024 financial year to Mr. Arthur Sadoun as described below. These elements comply with the compensation policy for Mr. Arthur Sadoun as Chairman of the Management Board until May 29, 2024, and then as Chair and Chief Executive Officer from May 29, 2024. The compensation policy is presented in Sections 3.3.1.4, 3.3.1.5 and 3.4 of the 2023 Universal Registration Document of Publicis Groupe SA, as approved by the General Shareholders’ Meeting of May 29, 2024 in its thirteenth and forty-first resolutions (87.39% and 89.57% respectively).
Given the level of approval of the items of compensation at the previous General Shareholders’ Meeting and the incentive to overperform on all criteria, the Compensation Committee paid close attention to the assessment of the performance criteria for the items of compensation awarded in respect of the 2024 financial year. In a particularly difficult macroeconomic context and in view of the Groupe’s exceptional results, the items of compensation paid or awarded in respect of the 2024 financial year are in line with those paid or awarded in respect of the 2023 financial year. It should be noted that the variable or extraordinary items of compensation are subject to the approval of the Ordinary General Shareholders’ Meeting, in accordance with the provisions of article L. 22-10-34, II, second paragraph of the French Commercial Code.
The items comprising the total compensation and benefits of any kind paid during the past financial year or awarded in respect of the same financial year to Mr. Arthur Sadoun, Chairman of the Management Board until May 29, 2024 then Chair and Chief Executive Officer as of this date, are subject to the approval of the General Shareholders’ Meeting of May 27, 2025 in its tenth and fourteenth resolutions, pursuant to article L. 22-10-34, II of the French Commercial Code.
