Universal Registration Document 2025

Board of directors

Activities

The main work carried out in 2025 is as follows:

Activities
  Main work completed in 2025:
Governance Governance

Main work completed in 2025:
  • The Committee reviewed the composition of the Board of Directors and its Committees and made recommendations.
  • The Committee recommended the appointment of a new independent Chair to the Audit and Financial Risk Committee.
  • The Committee recommended the renewal of Mr. Tidjane Thiam’s mandate and the appointment of Mr. Benjamin Badinter as Directors for a four-year term. It also examined the applications of new female directors in order to further strengthen the Board’s composition through the addition of independent Directors.
Independence of members Independence of members

Main work completed in 2025:

The Committee reviewed the independence of the Directors for financial year 2025.
Succession plan Succession plan

Main work completed in 2025:
  • The Committee discussed succession plans for the main management positions.
  • It reviewed the succession plan for the Chairman and Chief Executive Officer.
  • It was informed of the expectations of stakeholders, in particular those of investors, regarding governance and succession.
3.1.4.3 Compensation Committee
/ Key figures as of December 31, 2025
  • 4 members
  • 50% women
  • 100% independent*
  • 5 meetings
Composition as of the date of this document

Pursuant to article 19.1 of the Afep-Medef Code, the Compensation Committee has a majority of independent directors and does not include any executive corporate officers. It is chaired by an independent director (Mrs. Antonella Mei-Pochtler) and includes a member representing employees (Mrs. Patricia Velay-Borrini).

There were no changes in the membership of the Compensation Committee in 2025.

Composition à la date du présent document
Name Attendance rate as of December 31, 2025
Antonella Mei-Pochtler, Chair

Antonella Mei-Pochtler,

Chair

Attendance rate as of

December 31, 2025

100%
Thomas H. Glocer

Thomas H. Glocer

Attendance rate as of

December 31, 2025

100%
André Kudelski

André Kudelski

Attendance rate as of

December 31, 2025

100%
Patricia Velay-Borrini, Director representing employees

Patricia Velay-Borrini,

Director representing employees

Attendance rate as of

December 31, 2025

100%
Presence of a permanent expert on the Compensation Committee

Mr. Michel Cicurel, initially appointed on June 1, 2018 and renewed on May 29, 2024 as part of the change in governance, continues to assist the Compensation Committee as a permanent expert. He was a member of the Supervisory Board of Publicis Groupe SA for 19 years, from 1999 to 2018. He also served as Chair of the Compensation Committee from 2016 to 2018. For each meeting, Mr. Michel Cicurel receives fees similar in amount to the fixed compensation paid to the members of the Committee. He attended all of the Committee’s meetings in 2025.

Missions

The missions of the Compensation Committee are detailed in article 10 of the Board of Directors’ internal rules and regulations and are established pursuant to the provisions of article 19.2 of the Afep-Medef Code.

The Compensation Committee deals with all matters relating to the compensation of the Groupe’s corporate officers and senior executives.