Universal Registration Document 2025

Board of directors

In addition to the factors considered by the Committee, the Groupe has a highly international profile, with significant exposure to the North American market, where the majority of its activities and a large number of its talents are concentrated, and which serves as the primary benchmark for executive compensation.

/ Proposed CEOs’ compensation for 2026 vs. Organic growth 2022-2025 (base 100 in 2022)

This chart combines a bar diagram and trend curves to compare proposed 2026 CEO compensation and organic growth over the 2022–2025 period (base 100 in 2022), between Publicis Groupe and its main competitors.

Proposed compensation for 2026.

  • Omnicom Group(1): €17.1 million.
  • WPP: €12.9 million.
  • Publicis Groupe: €10.5 million.

Organic growth trend 2022–2025.

  • Publicis: growth significantly above the competitor average.
  • Main competitor average: moderate and near-stable progression over the period.

The proposal for a 20% increase in the fixed compensation of Mr. Arthur Sadoun reflects the Board’s recognition of the outstanding work led by the Chairman and CEO and his teams in recent years, the creation of sustainable value for the Groupe, and the far-reaching transformation of Publicis, as evidenced most visibly by its success in New Business.

Annual variable compensation

The annual variable compensation is intended to represent a substantial (33%), but not predominant, portion of the total annual target compensation of the Chairman and Chief Executive Officer, if the objectives set are achieved. It encourages overperformance, which is rewarded when the objectives are exceeded.

Annual variable compensation is subject to measurable and verifiable performance conditions for both financial and non-financial objectives.

No minimum amount is guaranteed. Annual variable compensation is calculated, if applicable, on a pro rata basis for the year of the start of the term of office to the year of the end of the term of office.

It is based on several criteria whose performance is measurable. These criteria are assessed separately and take into account:

  • the Groupe’s overall performance (organic growth and operating margin);
  • the achievement of objectives related to Corporate Social Responsibility (CSR);
  • the achievement, where applicable, of the executive’s individual objectives, assessed a posteriori by taking into account the quantitative results and the context in which the performance was achieved.

These parameters are determined in advance for each financial year and proposed by the Compensation Committee to the Board of Directors.

In order for the variable portion of Mr. Arthur Sadoun’s compensation to better motivate good performance and more strongly penalize under-performance, objectives are set in scales for the financial criteria (between scales, on a proportional basis):

  • if the first scale is not reached, the corresponding portion of the annual variable compensation would be zero;
  • at the first scale, the corresponding portion of the annual variable compensation would be 80%;
  • at the second scale, the corresponding portion of the annual variable compensation would be 100%;
  • if the third scale is reached or exceeded, the corresponding portion of the annual variable compensation would be 162.5%.

Thus, the annual variable compensation, the target of which is 200% of the annual fixed compensation, may be 300% in the best case. A contrario, in the case of underperformance, the annual variable compensation would be significantly negatively impacted and could be zero.

On the recommendation of the Compensation Committee and as incentive for Mr. Arthur Sadoun to continue to outperform on financial criteria, the Board of Directors retained demanding performance criteria to determine Mr. Arthur Sadoun’s variable compensation which, for the 2026 financial year, is based on: