The Groupe’s performance in 2024 was reflected in an increase in equity ratios due, on the one hand, to the performance of the LTIP Directoire 2021, in which all the shares granted were delivered in 2024 at a high share price (while no shares had been delivered in 2023), and on the other hand, by the payment of overperformance bonuses in 2024. In addition, the average and median annual compensation of employees increased by +15% and +14% respectively compared to 2023.
The total compensation ratio (ESRS S1-16-97 (b)), disclosure requirement), i.e. the ratio between the total annual compensation for the highest-paid individual in the Groupe and the median level of the total annual compensation of the Groupe’s employees, is 217.
To determine the median annual compensation of the Groupe’s employees, all gross items of compensation (including in kind benefits) paid to permanent employees present in the Groupe on a continuous basis during the reference year are taken into account, plus the fair value of share grants made during the reference year.
Their compensation includes a fixed portion, and may include a variable portion based on performance and the alignment of its interests with those of the company and shareholders. This variable compensation is made up of annual variable compensation and long-term variable compensation in the form of performance shares and/or stock options.
The fixed compensation is determined by taking into account:
The level of fixed compensation is reviewed periodically (for example, every two years for senior executives and executive corporate officers) in order to regularly assess its relevance and competitiveness.
Social benefits reinforce social security provisions or well-being solutions when necessary.
Benefits in kind may also be granted to certain Groupe employees, such as company cars.
The annual variable compensation is intended to represent a substantial, but not predominant, portion of the total annual compensation certain employees and senior executives, if objectives set are achieved. It encourages overperformance, as they are rewarded when their objectives are exceeded.
The share-based compensation program is meant to incentivize on a long-term basis. It is subject to stringent performance conditions to develop loyalty and encourage the organization’s key talent over the long term and common interests with Publicis Groupe SA shareholders (see Section 6.6, Note 32 to the consolidated financial statements).
Publicis Groupe share awards to Groupe employees are pursuant to the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code and subject to an overall ceiling of 3% of the Company’s share capital, which also applies to stock options. Publicis Groupe share awards to executive corporate officers are subject to an overall sub-cap of 0.3% of the Company’s share capital. For information, this ceiling of 0.3% is a long way from being reached. The total number of shares granted before performance under the authorization granted by the General Shareholders’ Meeting of May 26, 2021 in its twenty-second resolution represents 1.37% of the share capital.
The Board of Directors reserves the right to grant stock options.
In this case, stock options would be subject to at least two performance conditions and measured over three years for executive corporate officers. The subscription or purchase price of the shares would not be lower than the average of the opening prices of Publicis Groupe shares on the regulated market of Euronext Paris over the twenty trading days preceding the date on which the options are granted, rounded down to the nearest euro, nor, for stock purchase options, the average purchase price of the Company’s treasury shares, rounded down to the nearest euro.
These awards are subject to an overall ceiling of 3% of the Company’s share capital (0.3% of the Company’s share capital for awards made to executive officers), which also applies to performance shares.
The Groupe has not granted any stock options since 2013.
