Publicis Groupe strives to use appropriate, transparent, verifiable and ambitious criteria. These criteria are based on a quantifiable, performance-related assessment (encouraging Publicis Groupe management to deliver the best results in the market) as well as complete transparency, the results being measured against public data. These decisions turn the plans into a tool for motivating and retaining Publicis Groupe senior executives. The historic rates of achievement of performance conditions for the various plans that have been established show how relevant and ambitious the criteria used are, making it possible to align Groupe and shareholder interests over the long term.
As an illustration, the rates of achievement of performance conditions for plans awarded in 2013, 2016, 2019 and since 2021 demonstrate that grants are based on strict performance conditions and their achievement is aligned with both shareholders’ interests and the performance of Publicis Groupe. The latest performance of the plans reflects the excellent results of Publicis Groupe compared to competitors.
|
Plan |
2019-2021 LTIP Directoire |
LTIP 2021 Directoire |
LTIP 2022 Président du Directoire |
LTIP 2023 Président du Directoire |
|---|---|---|---|---|
|
Achievement rate |
Achievement rate 2019-2021 LTIP Directoire 68.5% |
Achievement rate LTIP 2021 Directoire 100% |
Achievement rate LTIP 2022 Président du Directoire 100% |
Achievement rate LTIP 2023 Président du Directoire 97.36%(1) |
The shares issued under the plans put in place for executive corporate officers will be delivered after external appraisal and final validation of the performance conditions.
The Board of Directors considers that consistency in the performance conditions helps to create long-term value. This is why the performance criteria concerning organic revenue growth and operating margin have been used since 2003 in long-term compensation programs and for annual variable portions. Publicis Groupe has chosen to use these two criteria, which are essential in the sector, to underline the importance of these priority indicators and drivers of the Groupe’s financial viability and profitability. This is to ensure that short-term gains are not made to the detriment of long-term results.
In order to align the interests of the management team with the Groupe’s strategic objectives, the performance conditions used are the same for all the Groupe’s long-term compensation programs, whether they concern the Chairman and Chief Executive Officer or other executives (see Section 3.2.5).
Publicis Groupe share awards to the Chairman and Chief Executive Officer are limited to an overall ceiling 0.3% of the Company’s share capital, a ceiling that also applies to stock options. For information, this ceiling is a long way from being reached. The total number of shares granted to the Chairman and Chief Executive Officer before performance under the authorization granted by the General Shareholders’ Meeting of May 29, 2024 in its twenty-fourth resolution represented 0.02% of the share capital at December 31, 2025.
In addition to the rules specific to each plan, where applicable, the Chairman and Chief Executive Officer must hold at least 20% of the shares allocated to him in registered form throughout his term of office. In addition, pursuant to the Afep-Medef Corporate Governance Code, the Chairman and Chief Executive Officer undertakes not to use hedging instruments on shares to be received or shares received but which are non-transferable.
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. 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 20 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 limited to 0.3% of the Company’s share capital, a ceiling that also applies to performance shares.
The Groupe has not granted any stock options since 2013. For information, pursuant to the compensation policy applicable to the Chairman and Chief Executive Officer for 2026, no stock options will be granted to him in 2026.
