DEF 14A of Omnicom Group Inc., Mar 28, 2024

DEF 14A of Omnicom Group Inc.

Filed Mar 28, 2024 · FY20230001213900-24-027211

Open on EDGAR

  1. Meeting Agenda and Voting Recommendations

    | Name and Age | Principal Occupation | Director Since | Omnicom Committees | Other Current Public Company Boards | | Mary C. Choksi, (I), 73 Lead Independent Director | Former Founding Partner and Senior Managing Director, Strategic Investment Group | 2011 | A (Chair) C | ■ White Mountains Insurance Group, Ltd. | | Leonard S. Coleman, Jr. (I), 75 | Former President, National League of Professional Baseball Clubs | 1993 | C G (Chair) | ■ Hess Corporation | | Mark D. Gerstein, (I), 64 | Former Partner, Latham & Watkins LLP | 2022 | A F | | | Ronnie S. Hawkins, (I), 55 | Partner, Global Infrastructure Partners | 2018 | C G | | | Deborah J. Kissire, (I), 66 | Former Vice Chair and Regional Managing Partner, EY | 2016 | A F (Chair) | ■ Cable One, Inc. ■ Axalta Coating Systems Ltd. ■ Celanese Corporation | | Gracia C. Martore, (I), 72 | Former President and Chief Executive Officer, TEGNA Inc. | 2017 | A C (Chair) | ■ WestRock Company ■ United Rentals, Inc. | | Patricia Salas Pineda, (I), 72 | Former Group Vice President of Hispanic Business Strategy, Toyota Motor North America | 2022 | G F | ■ Frontier Group Holdings, Inc. ■ Portland General Electric | | Linda Johnson Rice, (I), 66 | Chief Executive Officer, Johnson Publishing Company | 2000 | C G | ■ Enova International, Inc. | | Cassandra Santos, (I), 54 | Former Chief Information Officer, Asurion | 2024 | F | | | Valerie M. Williams, (I), 67 | Former Southwest Assurance Managing Partner, EY | 2016 | A F | ■ Devon Energy Corporation ■ DTE Energy Co. | | John D. Wren, 71 | Chairman and Chief Executive Officer, Omnicom | 1993 | | |

  2. Board Nominees Snapshot

    Board Nominees Snapshot

  3. Board Nominees Snapshot

    | Independence | Gender Diversity | | | | | Committee Chair Diversity | Ethnic Diversity | | | | | | New Director Refreshment |

  4. Board Nominees Snapshot

    | Experience and Skills | | | | Our director nominees are accomplished leaders who bring a mix of experiences and skills to the Board. | | | Our Board has identified skill categories fundamental to its ability to effectively oversee Omnicom’s strategy and management, and undertakes a comprehensive evaluation so that these skills are well represented on the Board. | | | One new director joined the Board on January 1, 2024 as part of our continued refreshment process to bring fresh perspectives to the Board. Our new director also brings relevant technology, cybersecurity, digital transformation and AI expertise, which strengthens our Board’s ability to effectively oversee management’s execution against business strategy. | | | See pages 14 and 15 for further information. |

  5. Board Nominees Snapshot

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  6. Board Nominees Snapshot

    GOVERNANCE HIGHLIGHTS The Board has adopted, and periodically reviews, policies and procedures to guide it in its oversight responsibilities. These policies and procedures provide a framework for the proper operation of our Company and align with shareholders’ interests.

  7. Board Nominees Snapshot

    | Shareholder Rights | Independent Oversight | Good Governance | | Annual election of all directors Majority voting standard in uncontested elections Proxy access rights consistent with overwhelming market practice Right to call a special meeting of the Board with 10% ownership threshold Longstanding shareholder engagement program and history of responsiveness to shareholder feedback | Engaged Lead Independent Director with clear and robust responsibilities, which were further expanded in 2023 New Lead Independent Director appointed effective January 1, 2024 All directors are independent except the Chairman, who also serves as CEO Executive sessions of our independent non-management directors are conducted on a regular basis All Board committees are comprised solely of independent directors Comprehensive oversight of strategy and risk, including oversight of environmental, social and governance (“ESG”) strategy and risk | Annual Board and committee evaluations and skill set assessment Strong equity ownership requirement for executives and directors (3x to 6x base salary for executives; 5x annual cash retainer for directors) Robust processes for confidential and anonymous submission by employees of concerns regarding accounting or auditing matters, as well as potential violations of our Code of Business Conduct or Code of Ethics for Senior Financial Officers Direct and ongoing engagement with auditors, counsel and advisors |

  8. Board Nominees Snapshot

    SHAREHOLDER ENGAGEMENT Ongoing shareholder engagement is a priority for our Board and management team. In the fall of 2023, we reached out to shareholders holding 70% of our outstanding shares with an invitation to engage. We spoke to every shareholder that accepted our invitation, which represented an aggregate of 22% of our outstanding shares. As in prior years, our Lead Independent Director was an active participant in select shareholder meetings. Broad topics discussed included: ■ Company strategy and performance ■ Board composition, refreshment and leadership ■ Lead Independent Director succession process ■ Management succession planning ■ Executive compensation program ■ Diversity, Equity and Inclusion (“DE&I”) efforts across the organization ■ Environmental sustainability initiatives ■ Human capital management initiatives ■ Governance practices We have made a number of changes in recent years in response to the feedback we have received from our ongoing shareholder engagement efforts, which management regularly reviews with the Board, including:

  9. Board Nominees Snapshot

    | Topics discussed with shareholders | Board and management actions in response to feedback | | Board Leadership – A large majority of our shareholders indicated they are supportive of the Board’s thoughtful approach to its leadership structure given our strong Lead Independent Director role, the critical nature of our Chairman’s relationships with clients and key management around the world in our professional services business, and the complex nature of our rapidly changing industry. | ■ The role and responsibilities of our Lead Independent Director are robust and clearly defined, and the Board further strengthened the Lead Independent Director role in 2023 by enhancing existing responsibilities and codifying additional responsibilities. ■ Mr. Coleman stepped down from the Lead Independent Director role at the end of 2023, and the Board appointed Ms. Choksi as our new Lead Independent Director effective January 1, 2024. ■ Our Lead Independent Director is elected by the independent directors annually. ■ The Board continues to evaluate its leadership structure on an ongoing basis to enable its structure to be in the best interest of shareholders. | | Board Refreshment – Shareholders are pleased with the level of progress we have shown to meaningfully refresh and further diversify our Board. | ■ The Board has implemented a thoughtful approach to ongoing refreshment, bringing fresh perspectives and relevant skill sets to the Board. ■ Seven of our 10 independent director nominees have been appointed since 2016, including one appointed effective January 1, 2024 and two appointed in 2022. ■ The Board anticipates continued Board refreshment on an ongoing basis. | | Director Skill Sets – Shareholders support the diverse aggregation of skills represented by the members of our Board and appreciate the deliberate director skill set analysis undertaken by the Board to inform the director recruitment process. | ■ The Board continues its search for qualified director candidates, with periodic assistance from a third-party search firm. ■ The current mix of director skills provides effective oversight of management, with those skill categories aligning with the Company’s top priorities and critical areas of oversight that shareholders expect to see represented on the Board, namely Technology, Talent Management, Finance & Accounting, and Risk Management & Controls being highly represented. ■ The appointment of Cassandra Santos, effective January 1, 2024, brings fresh perspectives and complementary skills to the Board’s overall mix, including the highest level of technology, cybersecurity, digital transformation and AI expertise. ■ The Board periodically conducts a deliberate director skill set analysis and identifies certain director skill categories that it intends to prioritize with respect to prospective director candidates, taking into account input received from shareholders. |

  10. Board Nominees Snapshot

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  11. Board Nominees Snapshot

    | Topics discussed with shareholders | Board and management actions in response to feedback | | Executive Compensation – Shareholder response to our executive compensation program, which aims to achieve optimal pay and performance alignment and motivate executives in key focus areas, has been overwhelmingly positive. | ■ The Compensation Committee weighs (i) internal Omnicom performance metrics at 40%, (ii) peer metrics at 40% and (iii) qualitative metrics at 20% to achieve alignment between Company performance and pay outcomes. The Compensation Committee realigned qualitative factors to align with our strategic priorities as a business, including adding factors that focus on human capital management and employee training initiatives and removing the COVID-19 response related measures. These actions took into account feedback received during our shareholder outreach process. | | DE&I and Corporate Responsibility – Shareholders appreciate the importance we place on DE&I and corporate responsibility, including steps taken to move towards achieving systemic equity throughout Omnicom, and enhancements made to our diversity and corporate responsibility disclosures. | ■ We provided diversity disclosures for our U.S. workforce in 2023, publishing our second annual standalone DE&I Report, and plan to continue providing relevant disclosure going forward. ■ We are progressing against key performance indicators (KPIs) measuring advancement under OPEN 2.0, a plan comprised of eight Action Items that builds on the DE&I progress that we have made thus far to achieve our ultimate goal: systemic equity throughout Omnicom. ■ We publish our Equal Employment Opportunity Employer Information Report (“EEO-1 Report”) on our website, and plan to continue providing relevant disclosure going forward. ■ We incorporated reporting informed by the Sustainability Accounting Standards Board’s guidance for the Advertising and Marketing industry into our reporting efforts in 2023, and plan to continue providing relevant disclosure on our reporting efforts going forward. ■ After committing to establish goals using the Science Based Targets Initiative (SBTi) methodology in 2021, Omnicom’s near-term Scope 1, 2 and 3 emissions reduction target was validated by the SBTi in 2023, which reviews participating companies on their emissions goals and evaluates whether they are in line with the goals of the Paris Agreement (as interpreted by the particular SBTi methodology). ■ Omnicom does not make political contributions at the holding company level, and we disclosed that Omnicom and its agencies made no U.S. political contributions in 2021, 2022, and 2023. ■ We annually disclose payments to U.S. trade associations that received more than $50,000 in Omnicom dues or contributions, and the amount of such dues or contributions that those trade associations used for lobbying or political activity payments. |

  12. Board Nominees Snapshot

    We appreciate the insights and perspectives of our shareholders, which were discussed among the full Board.

  13. Board Nominees Snapshot

    | ITEM 2: Advisory Resolution to Approve Executive Compensation | | | | The Board recommends a vote FOR this voting item. ■ We closely tie pay to current and long-term Company performance; ■ We maintain a high degree of variable “at-risk” compensation; ■ We establish challenging quantitative performance metrics that align with our business strategy, which determine 80% of our 2023 Annual Incentive Award; ■ We determine 20% of our 2023 Annual Incentive Award by assessing certain qualitative performance metrics, including DE&I, environmental sustainability, human capital management and employee training initiatives, and corporate responsibility and integrity; and ■ We sustain competitive compensation levels. | | | | | | See page 42 for further information |

  14. Board Nominees Snapshot

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  15. Board Nominees Snapshot

    EXECUTIVE COMPENSATION HIGHLIGHTS 2023 Performance Overview and Highlights Omnicom finished 2023 on a strong note. Our full year revenue was $14,692.2 million, with organic growth of 4.1%; operating income was $2,104.7 million and adjusted operating income was $2,231.9 million; operating margin was 14.3% and adjusted operating margin was 15.2%; and diluted EPS was $6.91 and adjusted diluted EPS was $7.41. We generated approximately $1.4 billion in net cash provided by operating activities, an increase of 53.4% compared to the full year 2022, and approximately $1.9 billion in free cash flow, an increase of 6.5% compared to the full year 2022. We returned $1.1 billion to shareholders through dividends and share repurchases and ended the year with $4.4 billion in cash and cash equivalents. See Annex A for the definitions of adjusted operating income, adjusted operating margin, adjusted diluted EPS and free cash flow, which are non-GAAP measures, and a reconciliation of each non-GAAP measure to the most directly comparable GAAP measure. Our return on equity was 40.5% in 2023, while our return on invested capital was 25.8%. As we move into 2024, Omnicom’s liquidity and balance sheet remain strong and continue to support our primary uses of cash — dividends, acquisitions and share repurchases. Throughout the year, we continued to invest in areas that will shape the future of our industry through acquisitions and internal investments and partnerships. In determining the Annual Incentive Award for performance in 2023, the Compensation Committee considered Company (i.e., internal) financial performance (weighted at 40%), our performance as compared with the performance of our peer group (weighted at 40%) and certain qualitative metrics (weighted at 20%) in order to increase alignment between Company performance and pay outcome. In assessing qualitative metrics, the Compensation Committee’s intent is to promote accountability for progress on our DE&I initiatives, environmental sustainability, human capital management and employee training initiatives, and corporate responsibility and integrity. The chart below outlines the metrics used in determining our Annual Incentive Award for 2023, which were the same as those metrics to determine the 2022 Annual Incentive Award, with the exception of the removal of the response to COVID-19 challenges from the qualitative performance metric. The program is discussed in greater detail below in the section entitled “Calculation of Annual Incentive Award” on page 57.

  16. Board Nominees Snapshot

    | Metrics to calculate 2023 Annual Incentive Award | | 40% Peer Metrics (performance vs. peers): ■ Return on equity, organic growth, adjusted operating margin, organic growth plus adjusted operating margin 40% Performance Metrics (performance vs. internal OMC targets): ■ Adjusted diluted EPS growth, adjusted EBITA margin, organic growth 20% Qualitative Metrics: ■ DE&I; environmental sustainability; human capital management and employee training; and corporate responsibility and integrity |

  17. Board Nominees Snapshot

    | Compensation Best Practices | | Emphasis on performance-based compensation Executive and director stock ownership guidelines (6x base salary for Chairman and CEO and for President and COO; 3x base salary for CFO; 5x annual cash retainer for directors) Policy adopting equity grant best practices New compensation recovery (i.e., clawback) policy in compliance with U.S. Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) rules Policy prohibiting hedging of Company equity securities Policy prohibiting pledging and margin transactions |

  18. Board Nominees Snapshot

    | ITEM 3: Ratify the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024 |

  19. Board Nominees Snapshot

    | The Board recommends a vote FOR this voting item. | | See page 77 for further information |

  20. Board Nominees Snapshot

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  21. Board Nominees Snapshot

    | TABLE OF CONTENTS | | |

  22. Board Nominees Snapshot

    | Notice of 2024 Annual Meeting of Shareholders | | 3 | | Proxy Summary | | 4 | | Proxy Statement | | 13 | | ITEM 1 | Election of Directors | 13 | | Omnicom Board of Directors | | 13 | | Board’s Role and Responsibilities | | 28 | | Diversity, Equity and Inclusion | | 30 | | Shareholder Engagement and Responsiveness | | 33 | | Board Leadership Structure | | 34 | | Board Policies and Processes | | 38 | | Directors’ Compensation for Fiscal Year 2023 | | 40 | | ITEM 2 | Advisory Resolution to Approve Executive Compensation | 42 | | Executive Compensation | | 43 | | Executive Summary | | 44 | | Compensation Committee Report | | 51 | | Compensation Discussion & Analysis | | 52 | | Summary Compensation Table for 2023 | | 66 | | Grants of Plan-Based Awards in 2023 | | 67 | | Outstanding Equity Awards at 2023 Year-End | | 68 | | Option Exercises and Stock Vested in 2023 | | 69 | | Nonqualified Deferred Compensation in 2023 | | 69 | | Potential Payments Upon Termination of Employment or Change in Control | | 69 | | Pay Ratio Disclosure | | 73 | | Pay Versus Performance Table | | 74 |

  23. Board Nominees Snapshot

    | ITEM 3 | Ratification of the Appointment of Independent Auditors | 77 | | Fees Paid to Independent Auditors | | 77 | | Audit Committee Report | | 78 | | Stock Ownership Information | | 79 | | Security Ownership of Certain Beneficial Owners and Management | | 79 | | Delinquent Section 16(a) Reports | | 80 | | Equity Compensation Plans | | 81 | | Information About Voting and the Meeting | | 82 | | Record Date Shares Outstanding | | 82 | | Quorum; Required Vote; Effect of Abstentions and Broker Non-Votes | | 82 | | Voting Prior to the Meeting | | 82 | | Voting at the Meeting | | 83 | | “Default” Voting | | 83 | | Right to Revoke | | 83 | | Tabulation of Votes | | 83 | | Additional Information | | 84 | | Expense of Solicitation | | 84 | | Incorporation by Reference | | 84 | | Availability of Certain Documents | | 84 | | Delivery of Documents to Shareholders Sharing an Address | | 84 | | Forward-Looking Statements | | 85 | | Shareholder Proposals and Director Nominations for the 2025 Annual Meeting | | 86 | | Annex A | | 87 | | Non-GAAP Financial Information | | 87 |

  24. PROXY STATEMENT

    PROXY STATEMENT

  25. Omnicom Board of Directors

    Omnicom Board of Directors The Board of Directors (the “Board”) of Omnicom Group Inc., a New York corporation (“Omnicom,” the “Company,” “we,” “us” or “our”), currently consists of 11 directors: 10 independent directors and John D. Wren, our Chairman and Chief Executive Officer. Each director stands for election annually and is elected by a majority of votes cast (in an uncontested election). Our Board values the views of our investors regarding board composition and, in response to investor input, has made board refreshment a priority. ■ Our Board succession planning process has resulted in seven of our 10 independent director nominees joining the Board since 2016, bringing important and complementary skills to the Board’s overall composition. Cassandra Santos, the former Chief Information Officer at Asurion, joined our Board and Finance Committee on January 1, 2024. Patricia Salas Pineda, the former Group Vice President of Hispanic Business Strategy for Toyota Motor North America, Inc., joined our Board and Governance Committee in February 2022 and was appointed to the Finance Committee in May 2023. Mark D. Gerstein, a former Partner at Latham & Watkins LLP, joined our Board and Finance Committee in May 2022 and was appointed to the Audit Committee in May 2023. Four additional independent directors have joined our Board since 2016, reflecting robust Board refreshment and contributing new director skills and perspectives to our Board. ■ The Board anticipates appointing additional independent directors on an ongoing basis. As we continue our ongoing Board refreshment, we remain focused on ensuring a smooth transition and onboarding process for new directors. DIRECTOR TENURE A balanced mix of fresh perspectives and institutional knowledge enables strong Board oversight of management. The 2024 director tenure chart below illustrates this balance and reflects the meaningful board refreshment that has been underway over the last several years.

  26. Current Tenure of 2024 Nominees

    Current Tenure of 2024 Nominees

  27. Current Tenure of 2024 Nominees

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  28. Current Tenure of 2024 Nominees

    QUALIFICATIONS OF THE MEMBERS OF THE BOARD In determining the nominees for the Board, our Governance Committee considers the criteria outlined in our Corporate Governance Guidelines, including a nominee’s independence, his or her background, skills and experience in relation to other members of the Board, and his or her ability to commit the time and focus required to discharge Board duties. In addition, our Governance Committee considers the composition of the Board as a whole and diversity in its broadest sense, including diversity of gender, race/ethnicity, viewpoints, ages, and professional and life experiences. The Governance Committee considers a broad spectrum of skills and experience to promote a strong and effective Board and nominees are neither chosen nor excluded solely or largely based on any one factor. Our Board seeks to align our directors’ collective expertise with those areas most important to strong oversight of management at Omnicom. Accordingly, we periodically evaluate Board composition to help inform Board succession planning efforts, maintain close alignment between Board skills and Omnicom’s long-term strategy, and promote Board effectiveness. We have implemented a rigorous skills analysis for each of our directors and have found that those skill categories with the highest aggregate level of director experience, namely Technology, Talent Management, Finance & Accounting, and Risk Management & Controls, align with the areas most critical to Board oversight at Omnicom. The chart below outlines the skill and experience categories our Board periodically evaluates, as well as the importance of each category to overall Board effectiveness.

  29. Current Tenure of 2024 Nominees

    | Strategic Planning | | Our Board’s ability to effectively review and assess the long-term strategic priorities developed by management, as well as management’s execution against those priorities, is fundamental to our capacity to grow, innovate and create shareholder value. | | Finance & Accounting | | Financial and accounting expertise is essential to promoting the integrity of our internal controls, critically evaluating our performance, and providing insight and counsel with respect to our financial reporting, capital structure and approach to capital allocation. | | Industry Experience | | Directors with experience relevant to our industry are well-suited to help guide the Company in key areas of our business such as advertising, customer relationship management, media buying, public relations and healthcare, and to assess growth opportunities, whether organic or through acquisitions. | | Risk Management & Controls | | Robust risk management is a foundational component of strong Board oversight, and we believe that the Board must include directors who possess a sophisticated ability to understand, measure and mitigate risk. | | Talent Management | | Our ability to attract and retain the most talented professionals is fundamental to the success of a professional services business such as ours, and the Board’s oversight function is particularly critical with respect to succession planning for our senior leadership team, and human capital management and DE&I. | | Technology | | Technological experience enables our directors to provide important insight regarding cybersecurity, data privacy and other matters related to our information security and technology systems, as we navigate a time of rapid technological advancement industry wide. | | CEO Experience | | We believe that experience serving as a CEO enables directors to contribute deep insight into business strategy and operations, positioning the Board to serve as a valuable thought leader and challenge key assumptions while overseeing management. | | Legal / Regulatory | | Our Board must be able to effectively evaluate Omnicom’s legal risks and obligations, as well as the complex, multinational regulatory environments in which our businesses operate, to help protect Omnicom’s reputational integrity and promote long-term success. | | International Business | | Because of Omnicom’s global scale, it is key for our directors to bring experience in international markets and business operations, so that our Board is well-positioned to oversee global strategies and evaluate opportunities for growth outside of the U.S. | | Public Company Board Experience | | Through their experience serving on the boards of other large publicly traded companies, directors bring a valuable understanding of board functions and effective independent oversight. |

  30. Current Tenure of 2024 Nominees

    In addition to possessing the skills discussed above, each of our directors must also demonstrate sound judgment, integrity of thought, ethical behavior, critical insight into Omnicom’s businesses, the ability to ask challenging questions of management, and a healthy respect for their fellow Board members. 2024 DIRECTOR NOMINEES: 11 TOTAL

  31. Current Tenure of 2024 Nominees

    | Independence: 10 of our director nominees are independent 91% Director Independence | Diversity: seven of our director nominees are women, four are Black and two are Hispanic/Latinx 82% Women & Diverse Directors |

  32. Current Tenure of 2024 Nominees

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  33. Current Tenure of 2024 Nominees

    2024 DIRECTOR NOMINEES The current 11 members of the Board have been nominated to continue to serve as directors for another year. All of the director nominees have been recommended for election to the Board by our Governance Committee and approved and nominated for election by the Board. We periodically engage a third-party search firm to assist with the evaluation of director candidates. The Board has no reason to believe that any of the nominees would be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, the Board may, prior to the meeting, select a substitute nominee or undertake to locate another director after the meeting. If you have submitted a proxy and a substitute nominee is selected, your shares will be voted for the substitute nominee.

  34. Current Tenure of 2024 Nominees

    | The Board UNANIMOUSLY recommends that shareholders vote FOR all nominees. |

  35. Current Tenure of 2024 Nominees

    | John D. Wren Age 71 Director since 1993 | PROFESSIONAL EXPERIENCE: Mr. Wren is Chairman and Chief Executive Officer of Omnicom. He was named Chief Executive Officer in 1997 and elected Chairman in 2018. Mr. Wren also served as President of Omnicom for twenty-two years, having been appointed to that role in 1996. Under his direction, Omnicom has become a premier global provider of marketing communications services and has achieved status as a world-class company with one of the best corporate and divisional management leadership teams in our industry. Mr. Wren was part of the team that created Omnicom in 1986, and was appointed Chief Executive Officer of Omnicom’s DAS Group of Companies division in 1990. KEY SKILLS AND QUALIFICATIONS: Through the positions he has held at Omnicom and its networks, Mr. Wren possesses a combination of broad strategic vision and extensive industry knowledge that is fundamental to the Board’s oversight role and uniquely positions him to serve as Chairman. Mr. Wren’s comprehension of Omnicom, its businesses, its clients and its people is invaluable to the Board’s mix of skills and enables him to provide critical insights to the Board. Mr. Wren has designed and implemented a significant organizational realignment of Omnicom’s businesses and management, and his leadership in the boardroom greatly enhances the Board’s ability to oversee the development of strategy and guide Omnicom’s future success in an industry that is experiencing rapid change, disruption and market-wide technological advancements. As the former Chief Executive Officer of Omnicom’s DAS Group of Companies division, Mr. Wren has tremendous advertising, marketing and corporate communications experience. Under his leadership, the DAS Group of Companies grew to become Omnicom’s largest operating group, comprised of companies in a wide array of communication disciplines ranging from public relations to branding. Mr. Wren’s deep understanding of our industry gained through his extensive experience, long-term relationships he has developed with key clients, and his relationships with key management around the world contribute to robust Board discussions on a variety of topics central to Omnicom’s success, including identifying competitive advantages, retaining top talent and navigating relationships with our most important clients. Mr. Wren is also a member of the International Business Council of the World Economic Forum, and as such, he has direct exposure to the dynamic issues facing a myriad of international companies. This exposure is a valuable asset to Omnicom and enhances the Board’s ability to judiciously oversee management of Omnicom’s own complex global businesses. |

  36. Current Tenure of 2024 Nominees

    | Mary C. Choksi Age 73 Director since 2011 Lead Independent Director, Chair of the Audit Committee and Member of the Compensation Committee | PROFESSIONAL EXPERIENCE: From 1987 to 2017, Ms. Choksi was a founding partner and Senior Managing Director of Strategic Investment Group, an investment management enterprise that designs and implements global investment strategies for large institutional and individual investors. In addition, Ms. Choksi is a Trustee of a number of funds in the Franklin Templeton Funds family. Ms. Choksi was also a founder and, until May 2011, a Managing Director of Emerging Markets Management LLC, which manages portfolios of emerging market equity securities, primarily for institutional investors. Prior to 1987, Ms. Choksi worked in the Pension Investment Division of the World Bank. OTHER PUBLIC COMPANY BOARDS: Ms. Choksi is a director and Chair of the Finance Committee of White Mountains Insurance Group, Ltd., a company whose principal businesses are conducted through its insurance subsidiaries and other affiliates. Ms. Choksi also served as a director of Avis Budget Group during the last five years. KEY SKILLS AND QUALIFICATIONS: With her extensive investment management experience, Ms. Choksi brings to the Board a sophisticated comprehension of the financial matters inherent to running a global business enterprise. It is central to Omnicom’s growth and successful financial performance that the Board’s knowledge base includes Ms. Choksi’s understanding of the utilization of assets to generate growth. Ms. Choksi was a founding partner and Senior Managing Director of the investment management enterprise Strategic Investment Group and a founder, and, until May 2011, a Managing Director of Emerging Markets Management, which manages portfolios of emerging markets securities, primarily for institutional investors. As such, Ms. Choksi has the highest level of experience managing assets, evaluating investment risk, developing investment strategies and determining the optimal use of corporate assets. Ms. Choksi also has considerable experience as a member of the board, and finance and audit committees of other public companies. The breadth of Ms. Choksi’s professional experience and her extensive board experience are valuable components of our overall mix of director skills. Together with Ms. Choksi’s Omnicom board tenure and Audit Committee leadership, this experience significantly contributes to her Lead Independent Director role and enhances Omnicom’s shareholder engagement initiative in which Ms. Choksi directly participates. In addition, Ms. Choksi’s career includes 10 years of experience at the World Bank, primarily working in the Bank’s development arm focusing on projects in South and Southeast Asia. Through this role, Ms. Choksi acquired a keen appreciation of the many challenges facing a multinational institution as it navigates foreign markets and hones its global investment strategies. Collectively, Ms. Choksi’s experience and learning also greatly enhance the function of Omnicom’s Audit Committee on which Ms. Choksi serves as Chair. |

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  38. Current Tenure of 2024 Nominees

    | Leonard S. Coleman, Jr. Age 75 Director since 1993 Chair of the Governance Committee and Member of the Compensation Committee | PROFESSIONAL EXPERIENCE: Mr. Coleman was Senior Advisor, Major League Baseball, from 1999 through 2005. Previously, he was Chairman of Arena Co., a subsidiary of Yankees/Nets, until September 2002. Before that, he was President of The National League of Professional Baseball Clubs from 1994 to 1999, having previously served since 1992 as Executive Director, Market Development of Major League Baseball. Additionally, Mr. Coleman was previously a municipal finance banker for Kidder, Peabody & Company. Prior to joining Kidder, Mr. Coleman served as Commissioner of both the New Jersey Department of Community Affairs and Department of Energy, and Chairman of the Hackensack Meadowlands Development Commission and the New Jersey Housing and Mortgage Finance Agency. Mr. Coleman was also the Vice Chairman of the State Commission on Ethical Standards and a member of the Economic Development Authority, Urban Enterprise Zone Authority, Urban Development Authority, State Planning Commission and New Jersey Public Television Commission. He has also served as President of the Greater Newark Urban Coalition and worked in a management consulting capacity throughout Africa. OTHER PUBLIC COMPANY BOARDS: Mr. Coleman is a director and member of the Corporate Governance and Nominating and Environmental Health and Safety Committees of Hess Corporation, an energy company engaged in the exploration and production of crude oil and natural gas. Mr. Coleman also served as a director of Electronic Arts Inc., Santander Consumer USA Holdings Inc. and Avis Budget Group during the last five years. KEY SKILLS AND QUALIFICATIONS: Mr. Coleman brings a diverse array of senior-level business experience to the Board, enhancing the effectiveness of its independent oversight of management. The experience acquired throughout Mr. Coleman’s career includes more than a decade of senior management experience in Major League Baseball, including as President of the National League. Mr. Coleman’s qualifications also include service on the boards of several large public companies, providing him with a sophisticated understanding of the operational and financial aspects of businesses, both domestic and international. The breadth of Mr. Coleman’s leadership experience, coupled with his extensive public company board experience, provides him with the skills and judgment that make him an effective Chair of the Governance Committee. Further, Mr. Coleman has extensive government and finance experience, having served as Commissioner of the New Jersey Department of Community Affairs where his responsibilities included overseeing all local and county budgets. As Commissioner of New Jersey’s Department of Energy, he developed the energy policy for the state. In addition, Mr. Coleman was Chairman of the Hackensack Meadowlands Development Commission developing zoning regulations for the area and also lived overseas for several years serving as a management consultant. Collectively, these roles have imbued Mr. Coleman with a keen sense of managing risks in a variety of capacities and sectors, which is a critical skill for service as a director. |

  39. Current Tenure of 2024 Nominees

    | Mark D. Gerstein Age 64 Director since 2022 Member of the Audit and Finance Committees | PROFESSIONAL EXPERIENCE: Mr. Gerstein served as a partner at Latham & Watkins LLP from 1996 until December 31, 2022, holding leadership positions, including global chair of the Mergers & Acquisitions group, where he helped build the Latham & Watkins M&A Practice into a U.S. and global leader for public company transactions. He has counselled the directors and officers of Fortune 500 companies and other public companies on corporate governance (including ESG matters), investor relations, crises management, domestic and cross-border mergers and acquisitions, and other strategic and capital markets matters. From 1984 to 1996, Mr. Gerstein was a corporate partner at Katten Muchin Rosenman, an AmLaw 100 law firm, advising directors and owners of private and public companies on a variety of corporate matters. Since April 2023, Mr. Gerstein has served as a Senior Advisor to PJT Partners, a global, advisory-focused, investment bank. In addition, Mr. Gerstein was Chair and is currently a Board member of Youth Guidance, which works with children in urban public schools in Chicago and nationally. Mr. Gerstein also serves as Co-Chair of the University of Michigan’s Dean’s Advisory Council at the School of Literature, Science and the Arts. KEY SKILLS AND QUALIFICATIONS: Having served as a partner in the Mergers & Acquisitions group at Latham & Watkins, a leading global law firm, from 1996 until 2022, Mr. Gerstein brings the highest level of legal expertise and judgment to the Board. Mr. Gerstein possesses a deep understanding of the intricacies of corporate law and a tremendous knowledge of corporate governance best practices, both of which are key components of the Board’s overall mix of skill sets. Through his many years of experience advising public companies on a wide array of domestic and cross-border mergers and acquisitions, Mr. Gerstein has developed a formidable ability to support and oversee management’s execution on transactional opportunities for driving strategic growth. While serving more than a decade as a global Chair of Latham’s M&A practice, Mr. Gerstein played a key role in building the firm’s M&A practice into a U.S. and global leader, evidencing the value of his contribution to the Board’s collective oversight of management’s strategies for amplifying Omnicom’s business. In his role as a senior law firm partner, Mr. Gerstein has provided critical guidance to many company boards regarding crisis management situations, an important facet of the Board’s aggregation of skills. Mr. Gerstein also has extensive experience advising clients on investor relations and engagement, including on capital allocation and ESG matters, which contributes significantly to the Board’s support and oversight of management’s robust shareholder engagement efforts. With these many years of experience counselling the directors and officers of Fortune 500 companies and other public companies on a broad spectrum of legal and regulatory matters, Mr. Gerstein also possesses a sophisticated ability to gauge the legal and regulatory risks navigated by senior leadership of public companies such as Omnicom. Mr. Gerstein’s extensive mergers and acquisitions and capital allocation experience is not only a tremendous asset for the Board, but is also particularly valuable to his service as a member of the Company’s Finance Committee. |

  40. Current Tenure of 2024 Nominees

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  41. Current Tenure of 2024 Nominees

    | Ronnie S. Hawkins Age 55 Director since 2018 Member of the Compensation and Governance Committees | PROFESSIONAL EXPERIENCE: Mr. Hawkins is a Partner of Global Infrastructure Partners, and has been with such company since April 2018. Global Infrastructure Partners is an infrastructure-focused private equity firm with over $100 billion of assets under management. In this role, Mr. Hawkins focuses on international investments. Until April 2018, Mr. Hawkins was a Managing Director, Head of International Investments and member of the Investment Committee of EIG Global Energy Partners, which he joined in 2014. From 2009 to 2013, Mr. Hawkins was an Executive Vice President of General Electric where he led GE Energy’s Global Business Development activities and served as Chair of the GE Energy Investment Committee. Prior to that, Mr. Hawkins spent 19 years as a senior member of the investment banking departments at Citigroup and Credit Suisse, completing corporate advisory assignments in over 50 countries, including mergers, acquisitions, divestitures and restructurings. Mr. Hawkins has also led numerous corporate financings for large companies including equity, debt and structured financings. KEY SKILLS AND QUALIFICATIONS: Mr. Hawkins has extensive strategic planning and corporate advisory experience developed over many years as an investment banker, corporate executive and most recently as a Partner of Global Infrastructure Partners. With a focus on investments outside of the U.S., Mr. Hawkins possesses an in-depth understanding of the complex regulations governing international business operations and contributes the highest level of international experience to the Board’s mix of skill sets. Mr. Hawkins also served as a senior executive at General Electric for several years where he managed acquisitions, divestitures and joint ventures while leading GE Energy’s Global Business Development activities. Having structured and overseen a great number of business transactions encompassing varied and complex business strategies, Mr. Hawkins has honed an acute understanding of strategic planning, business operations and the role of management. This background and knowledge serves as a key component of the Board’s effective oversight of Omnicom and its management. Having held several senior positions at Citigroup and Credit Suisse leading corporate financings and advising public companies on large transactions, Mr. Hawkins brings valuable investment banking expertise to the Board. Through his considerable experience advising corporate clients, Mr. Hawkins has developed an expert knowledge of corporate compliance best practices which is additive to his service on the Governance Committee and strengthens its oversight of related risks. The experience gained through advising clients on mergers, acquisitions and other strategic corporate transactions provides Mr. Hawkins with a sophisticated ability to evaluate businesses and discern opportunities for growth that greatly enhances the collective skills of the Board. |

  42. Current Tenure of 2024 Nominees

    | Deborah J. Kissire Age 66 Director since 2016 Chair of the Finance Committee and Member of the Audit Committee | PROFESSIONAL EXPERIENCE: Ms. Kissire held multiple senior leadership positions at EY during her career from 1979 to 2015, serving most recently as Vice Chair and Regional Managing Partner, member of the Americas Executive Board and member of the Global Practice Group. Other positions held include the U.S. Vice Chair of Sales and Business Development and National Director of Retail and Consumer Products Tax Services. Throughout her career at EY, Ms. Kissire’s leadership skills and vision were leveraged for strategic firm initiatives and programs. OTHER PUBLIC COMPANY BOARDS: Ms. Kissire is a director and Chair of the Audit Committee of Cable One, Inc., a company that provides customers with cable television, high-speed Internet and telephone services, and a director, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee of Axalta Coating Systems Ltd., a manufacturer of liquid and powder coatings. Ms. Kissire also serves as a director, Chair of the Audit Committee and member of the Environmental, Health, Safety, Quality and Public Policy Committee of Celanese Corporation, a global chemical and specialty materials company that engineers and manufactures a wide variety of products. KEY SKILLS AND QUALIFICATIONS: Ms. Kissire brings several key skills to the Board’s overall mix of knowledge and experience. Throughout a career of 36 years at EY, an internationally recognized accounting firm, Ms. Kissire distinguished herself in a variety of roles. She gained extensive experience serving in senior positions at EY and developed a sophisticated ability to gauge risk in financial, accounting and tax matters. Under Ms. Kissire’s leadership, the size of EY’s Mid-Atlantic practice more than doubled. Through her experience and leadership capabilities, Ms. Kissire has proven herself to possess not only an in-depth understanding of the global financial and taxation regulations facing a business such as Omnicom, but also a keen understanding of how to effectively grow a complex business. Ms. Kissire’s strategic vision and significant financial expertise are a tremendous asset to Omnicom’s Finance Committee, of which she is the Chair. Among her leadership roles at EY, Ms. Kissire served as an executive advisor for the firm’s offering in Cyber Economic Security, giving her a unique perspective on digital vulnerabilities and methods of preventing and mitigating cyber-attacks. Taken together, these skills comprise an important component of the Board’s aggregation of skill sets and make Ms. Kissire an extremely effective member of the Board and Audit Committee and Chair of the Finance Committee. Further, Ms. Kissire also serves as a director of other public company boards, including serving as Chair of audit and nominating and corporate governance committees. |

  43. Current Tenure of 2024 Nominees

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  44. Current Tenure of 2024 Nominees

    | Gracia C. Martore Age 72 Director since 2017 Chair of the Compensation Committee and Member of the Audit Committee | PROFESSIONAL EXPERIENCE: Ms. Martore is the former President and Chief Executive Officer of TEGNA Inc., one of the nation’s largest local media companies formerly known as Gannett Co., Inc., a position she held from October 2011 to June 2017. Ms. Martore held various leadership roles over her 32-year career at TEGNA, including as President and Chief Operating Officer from 2010 to 2011, Executive Vice President and Chief Financial Officer from 2005 to 2010 and Senior Vice President and Chief Financial Officer from 2003 to 2005. Prior to TEGNA, Ms. Martore worked for 12 years in the banking industry. Ms. Martore is also a member of the board of directors of FM Global and is Chair of The Associated Press. OTHER PUBLIC COMPANY BOARDS: Ms. Martore is a director and member of the Audit and Finance Committees of WestRock Company, a multinational provider of paper and packaging solutions for the consumer and corrugated packaging markets, and a director, Chair of the Compensation Committee and member of the Audit Committee of United Rentals, Inc., the world’s largest equipment rental company. KEY SKILLS AND QUALIFICATIONS: Having served as President and Chief Executive Officer of TEGNA, Ms. Martore brings strong leadership skills, broad strategic vision, financial expertise and proven business acumen to the Board. Ms. Martore’s successful navigation of TEGNA’s strategy through a period of significant technological disruption within its industry strengthens the collective oversight function of the Board as it assesses risk and evaluates strategies regarding technological advances implemented by our agencies. Under her leadership, TEGNA doubled its broadcast portfolio and acquired full ownership of Cars.com. Ms. Martore’s experience running TEGNA adds to the Board the highest level of industry experience and a keen understanding of the media buying perspective, which is a crucial component of Omnicom’s businesses. Ms. Martore also led the separation of TEGNA into two separate publicly traded companies. The strategic vision evidenced by Ms. Martore’s successes in transforming TEGNA and generating value for shareholders is a critical skill for the Board’s overall mix of skill sets. Prior to serving as President and Chief Executive Officer, Ms. Martore served in a variety of leadership roles at TEGNA, including Treasurer, Executive Vice President, Chief Operating Officer and Chief Financial Officer. Ms. Martore’s experience in these varied roles brings significant operational, financial, accounting, and risk management skills to the Board that are directly leveraged through her service as Chair of the Compensation Committee and a member of the Audit Committee. In addition, Ms. Martore’s extensive business and financial expertise enhance the Board’s overall ability to guide business development strategy and oversee management of financial and operational matters. Ms. Martore’s leadership positions at TEGNA, coupled with her service as Chair and member of other public company compensation committees, contributes significantly to her role as Chair of Omnicom’s Compensation Committee and better enables the Board to perform its function of overseeing executive compensation and retention. Ms. Martore also brings to the Board considerable experience serving on the boards and committees of other public companies. |

  45. Current Tenure of 2024 Nominees

    | Patricia Salas Pineda Age 72 Director since 2022 Member of the Governance and Finance Committees | PROFESSIONAL EXPERIENCE: Ms. Pineda served as Group Vice President of Hispanic Business Strategy for Toyota Motor North America, Inc. from 2013 to October 2016. Prior to that, Ms. Pineda was Group Vice President of National Philanthropy for nine years. During her time at Toyota Motor North America, which she joined in 2004, Ms. Pineda also served as General Counsel and Group Vice President of Administration, Corporate Advertising, Corporate Communications and Diversity. Before that, Ms. Pineda was General Counsel, Vice President of Human Resources, Government and Environmental Affairs, and Corporate Secretary of New United Motor Manufacturing, Inc., where she had worked since 1984. Ms. Pineda is also currently a member of the board of directors of the Latino Corporate Directors Association and a member of the Board of Trustees of Earthjustice. OTHER PUBLIC COMPANY BOARDS: Ms. Pineda is a director and member of the Compensation and Nominating and Governance Committees of Frontier Group Holdings, Inc., the parent company of Frontier Airlines, and a director and member of the Compensation, Culture and Talent, and Finance Committees of Portland General Electric, a utility company. Ms. Pineda also served as a director of Levi Strauss & Company during the last five years. KEY SKILLS AND QUALIFICATIONS: With many years of executive leadership experience working in C-Suite roles at Toyota Motor North America, including that of Group Vice President of Hispanic Business Strategy, Ms. Pineda contributes broad strategic vision, sophisticated leadership ability and strong business development acuity to the Board, strengthening its collective oversight of Omnicom’s management. During her distinguished career at Toyota Motor North America, Ms. Pineda also served as Group Vice President of Administration, Corporate Advertising, Corporate Communications and Diversity, roles through which she honed many relevant skills, including a deep understanding of operational matters, valuable industry knowledge and a keen sense of the DE&I landscape, each of which is an important aspect of the Board’s oversight mandate. In addition, Ms. Pineda served as Toyota Motor North America’s General Counsel, in which role she developed the highest level of legal and regulatory expertise. This legal and regulatory expertise is fundamental to the Board’s mix of skills, and greatly contributes to the Board’s ability to oversee management of Omnicom’s legal and regulatory risks. Prior to joining Toyota Motor North America, Ms. Pineda served as General Counsel, Vice President of Human Resources, Government and Environmental Affairs, and Corporate Secretary of New United Motor Manufacturing, experience which brings significant corporate governance, environmental sustainability and human capital management know-how to Omnicom’s Board. The strength of judgment derived from having served in her General Counsel roles, coupled with Ms. Pineda’s facility for understanding complex legal, regulatory and compliance issues, considerably adds to her service as a member of Omnicom’s Governance Committee. In the aggregate, Ms. Pineda’s professional experience enhances the Board’s ability to oversee management’s execution against strategic priorities for long-term shareholder value creation. In addition, Ms. Pineda has extensive experience serving on the boards of other public companies. |

  46. Current Tenure of 2024 Nominees

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  47. Current Tenure of 2024 Nominees

    | Linda Johnson Rice Age 66 Director since 2000 Member of the Compensation and Governance Committees | PROFESSIONAL EXPERIENCE: Ms. Rice is Chief Executive Officer of Johnson Publishing Company, formerly the parent company for EBONY and Jet magazines and Fashion Fair Cosmetics. Ms. Rice is the former Chairman Emeritus of Ebony Media Holdings, the parent company for the Ebony and Jet brands, and the former Chairman Emeritus of Ebony Media Operations, for which she also served as Chief Executive Officer from 2017 until 2019. Ms. Rice joined Johnson Publishing Company in 1980, was elected President and Chief Operating Officer in 1987 and served as Chairman and Chief Executive Officer from 2008 to 2019. Johnson Publishing Company filed a voluntary petition for bankruptcy under Chapter 7 of the U.S. Bankruptcy Code on April 9, 2019. OTHER PUBLIC COMPANY BOARDS: Ms. Rice is a director and Chair of the Nominating and Corporate Governance Committee of Enova International, Inc., a provider of online financial services to non-prime consumers and small businesses. Ms. Rice also served as a director of Grubhub Inc. and Tesla, Inc. during the last five years. KEY SKILLS AND QUALIFICATIONS: Ms. Rice’s deep understanding of media, advertising and brand management and substantial knowledge of consumer businesses developed during her tenure as President and Chief Operating Officer of Johnson Publishing Company brings to the Board valuable insight into Omnicom’s businesses and the concerns of its clients, a matter of paramount importance to Omnicom’s global business growth. Ms. Rice’s industry expertise is a key Board skill that allows her to contribute a sophisticated oversight capability with respect to the complex business strategies driving Omnicom’s success and underpinning its commitment to long-term shareholder value creation. The experience and knowledge base Ms. Rice developed through her leadership role as Chief Executive Officer of Johnson Publishing Company, in which she oversaw the organization’s largest and most critical business relationships, serves as a valuable component of the Board’s overall mix of business expertise, particularly in light of the importance of client relationships to Omnicom’s continued success. Ms. Rice also has very broad experience through having served for more than 25 years on the boards, audit committees, compensation committees and nominating and governance committees of several other large public companies in a variety of industries. The breadth of this board experience adds to the strength of Omnicom’s Board and contributes to the oversight function of its Compensation and Governance Committees on which Ms. Rice serves. |

  48. Current Tenure of 2024 Nominees

    | Cassandra Santos Age 54 Director since 2024 Member of the Finance Committee | PROFESSIONAL EXPERIENCE: Ms. Santos served as the Chief Information Officer of Asurion from 2021 to February 2024, where she led a division driving global tech and procurement strategy to develop and support innovative tech products for business growth. Prior to Asurion, Ms. Santos held various technology leadership roles in the finance industry, including, from 2019 to 2021, serving as the Head of Business Process Innovation at AllianceBernstein, and, from 2014 to 2019, as the Chief Information Officer of General Atlantic. Prior to that, Ms. Santos served as a strategic consultant at McKinsey & Company and its private investment subsidiary MIO Partners, advising world class companies on technology innovation and strategy. Ms. Santos serves as the Board Chair of the Greater Nashville Technology Council, as a director of Horizon Blue Cross Blue Shield of New Jersey, and as a member of the Nashville Electric Service Board. In addition, Ms. Santos serves or has served on the advisory boards of Zoom, Amazon Web Services, Moveworks, Box, Agio, Masergy, Appirio and Computer Design and Integration. Ms. Santos started her career at NASA, supporting over 20 space shuttle missions, including the first MIR docking and the Hubble Telescope repair missions. KEY SKILLS AND QUALIFICATIONS: Having served in various technology leadership positions and on the advisory boards of several leading technology companies, Ms. Santos contributes the highest level of technology expertise to our Board’s collective mix of skill sets. Through her senior technology positions, including her most recent role as Chief Information Officer at Asurion, Ms. Santos has developed and continues to hone a deep understanding of the shifting technology landscape and rapidly evolving challenges, risks and opportunities central to a company’s technology business strategy. Under her leadership, Asurion significantly reduced supply chain losses, increased tech cost efficiency, and pioneered the use of AI, including implementation of a new AI-powered call center platform. The breadth of Ms. Santos’s professional experience as a strategic leader in technology innovation and information technology enables her to bring to the Board a broad strategic vision encompassing a wide technology spectrum. Her significant technology background and proven business acumen serve as important components of our Board’s collective function of overseeing management’s strategic priorities, particularly in the areas of technology, data privacy and cybersecurity. With extensive private equity and M&A experience derived from having developed M&A strategy for the AllianceBernstein executive team and having led the global technology team at General Atlantic, Ms. Santos brings a sophisticated understanding of M&A strategy and technology businesses to the Board. This technology-focused M&A experience is particularly valuable to her service on the Finance Committee as it oversees executive management’s execution against strategic acquisition priorities in key high-growth areas such as e-commerce and digital technologies. |

  49. Current Tenure of 2024 Nominees

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  50. Current Tenure of 2024 Nominees

    | Valerie M. Williams Age 67 Director since 2016 Member of the Audit and Finance Committees | PROFESSIONAL EXPERIENCE: Ms. Williams is a former Southwest Assurance Managing Partner for EY, a position she held from 2006 to 2016. She joined EY in 1981 and has over 35 years of audit and public accounting experience, serving numerous global and multi-location companies in various industries. Ms. Williams held several senior leadership positions at EY and served on multiple strategic committees, including the firm’s Partner Advisory Council, Inclusiveness Council, Audit Innovation Taskforce and the Diversity Taskforce. In addition, Ms. Williams serves as Trustee of a number of funds in the Franklin Templeton Funds family. OTHER PUBLIC COMPANY BOARDS: Ms. Williams is a director, Chair of the Audit Committee and member of the Reserves Committee of Devon Energy Corporation, a leading oil and gas producer in the U.S., and a director, Chair of the Audit Committee and member of the Corporate Governance Committee of DTE Energy Co., a diversified energy company involved in the development and management of energy-related businesses and services. In addition, Ms. Williams served as a director of WPX Energy, Inc., from 2018 until its merger with Devon Energy Corporation in January 2021. KEY SKILLS AND QUALIFICATIONS: Ms. Williams has extensive audit practice experience gained over the course of her career and through this experience has developed risk management skills that are a key component of the Board’s oversight role. The significant financial reporting expertise developed by Ms. Williams through 35 years of audit and public accounting experience serving numerous global and multi-location companies in various industries is a valuable contribution to the Board’s overall mix of skill sets and is particularly additive to Ms. Williams’s service as a member of the Audit Committee. Ms. Williams distinguished herself in various senior roles throughout her career at EY, and successfully grew a large audit practice group through expert oversight of operations and strategy development. These achievements underscore the business expertise and leadership skills that Ms. Williams possesses and that better enable the Board to effectively oversee the growth of Omnicom’s businesses. Omnicom is a global business, and through her experience representing international businesses, Ms. Williams contributes significantly to the Board’s oversight of Omnicom’s multinational strategies for growth. Ms. Williams also served on several important committees at EY, including the Inclusiveness Council and the Diversity Taskforce, and brings to the Board strategic DE&I knowledge. Further, Ms. Williams has significant experience serving on other public company boards and audit committees. |

  51. Current Tenure of 2024 Nominees

    DIRECTOR INDEPENDENCE Our non-management directors are Mary C. Choksi, Leonard S. Coleman, Jr., Mark D. Gerstein, Ronnie S. Hawkins, Deborah J. Kissire, Gracia C. Martore, Patricia Salas Pineda, Linda Johnson Rice, Cassandra Santos and Valerie M. Williams. Our Board has determined that all of our non-management directors are “independent” within the meaning of the NYSE rules, as well as under our Corporate Governance Guidelines. Our Corporate Governance Guidelines are posted on our website at http://www.omnicomgroup.com. In determining that each of our non-management directors is independent, the Board took into consideration the answers to annual questionnaires completed by each of the directors, which covered any transactions with director-affiliated entities. The Board also considered that Omnicom and its subsidiaries occasionally and in the ordinary course of business, sell products and services to, and/or purchase products and services from, entities (including charitable foundations) with which certain directors are affiliated. The Board determined that these transactions were not material to Omnicom or the entity and that none of our directors had a material interest in the transactions with these entities. The Board therefore determined that none of these relationships impaired the independence of any non-management director. John D. Wren, our Chairman and Chief Executive Officer, is not independent due to his position as an executive officer. SHAREHOLDER NOMINATION PROCESS Nominations for directors at our 2025 Annual Meeting of Shareholders may be made only by the Board, or by a shareholder entitled to do so pursuant to the Amended and Restated By-laws of the Company (“By-laws”), not later than the deadlines set forth on page 86 in the section entitled “Shareholder Proposals and Director Nominations for the 2025 Annual Meeting.” Our By-laws provide that shareholders may present director nominations directly at the annual meeting (and not for inclusion in our proxy statement) by satisfying certain advance notice requirements, and providing information as to such nominee and submitting shareholder as specified in our By-laws. Our By-laws also permit a shareholder or group of up to 20 shareholders owning 3% or more of the Company’s common stock continuously for at least three years to nominate and include in the Company’s proxy statement director candidates constituting up to 20% of the Board, but no less than two, to be considered for election by the holders of the Company’s common stock; provided that the shareholder (or group) and each nominee satisfy the requirements and provide information as to such nominee and submitting shareholder as specified in our By-laws. You can obtain a copy of the full text of the By-law provisions noted above by writing to our Corporate Secretary at our address listed below in the section entitled “Availability of Certain Documents,” or on our website at http://www.omnicomgroup.com. Our By-laws have also been filed with the SEC. The Governance Committee will consider all candidates recommended by our shareholders in accordance with the procedures included in our By-laws and this Proxy Statement. We did not receive any nominee recommendations from shareholders for the 2024 Annual Meeting. Any director candidate recommendations made by shareholders in connection with future meetings that are properly submitted will be considered by the Governance Committee in the same manner as those submitted by the Board or the Governance Committee itself.

  52. Current Tenure of 2024 Nominees

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  53. Current Tenure of 2024 Nominees

    MAJORITY VOTING STANDARD FOR ELECTION OF DIRECTORS In accordance with our By-laws, directors are elected by a majority of the votes cast. That means the nominees will be elected if the number of votes cast “for” a director’s election exceeds the number of votes cast “against” such nominee. For this purpose, abstentions and broker non-votes will not count as votes cast and will have no effect on the elections of directors. Our form of proxy permits you to abstain from voting “for” or “against” a particular nominee. However, shares represented by proxies so designated will count as being present for purposes of determining a quorum but will not count as a vote cast and will have no effect on the election of directors. Such proxies may also be voted on other matters, if any, that may be properly presented at the meeting. If an incumbent nominee is not re-elected, New York law provides that the director would continue to serve on the Board as a “holdover director.” Under our By-laws and a policy adopted by the Board, such a director is required to promptly tender his or her resignation to the Board. The Governance Committee of the Board must then consider whether to accept the director’s resignation and make a recommendation to the Board. The Board will then consider the resignation, and within 90 days after the date of certification of the election results, publicly disclose its decision and the reasons for its decision. A director whose resignation is under consideration may not participate in any deliberation regarding his or her resignation unless none of the directors received a majority of the votes cast. If the Board accepts a director’s resignation, the Board will then elect a replacement in accordance with the By-laws.

  54. Board Leadership Structure

    Board Leadership Structure LEAD INDEPENDENT DIRECTOR, CHAIRMAN AND CEO ROLES Our Governance Committee, as well as the full Board when appropriate, regularly evaluates the leadership structure of our Board to determine what governance arrangements are most appropriate for the Company and shareholders. The Executive Chairman structure supported an optimal leadership transition in our last CEO succession, and the Board believes that it is important to maintain flexibility to determine the appropriate leadership structure based on Company circumstances at the time, and that our directors are best positioned to lead this evaluation given their unique insight into Omnicom’s business, leadership team, culture, opportunities and challenges. Our Board is currently led by a Lead Independent Director, our Chairman and CEO, and four independent committee chairs. The Board believes this to be the optimal Board leadership structure for Omnicom at present, combining strong independent leadership with the benefits of having our CEO chair Board meetings in which strategic business matters are routinely discussed. The Board strongly believes that it is critical to the success of our Company that our CEO, Mr. Wren, serve as Chairman at this time. The Board evaluates a range of factors in determining its leadership structure, including the complexity of our business, our ongoing organizational realignment, our robust Lead Independent Director role, and feedback from our shareholders regarding Omnicom’s leadership structure: ■ Business Complexity: The Board considers the complex nature of our Company and our business, and that the success of a professional services business such as ours is based on retaining the most talented individuals to best serve our clients. Ensuring executive-level continuity in the CEO and Chairman roles is integral to supporting the transition of hundreds of client relationships, which have been built on trust and support over many years. ■ Organizational Realignment: The Board takes into consideration our Company’s organizational realignment, which Mr. Wren designed and implemented to successfully guide Omnicom through a time of rapid change and disruption within our industry. Market-wide acceleration of technological advances and a shifting competitive landscape that affect Omnicom’s businesses underscore the importance of the changes to Omnicom’s networks and practice areas and the reconstituted reporting structure that Mr. Wren has spearheaded. Mr. Wren’s focus is on leveraging the Company’s existing network and client service matrix organizational structures to build a best-in-class leadership team and continue to position Omnicom for sustainable long-term growth in an increasingly complex global landscape. As we undergo further strategic realignment, Mr. Wren’s guidance and leadership will continue to be critical. Further, the Board believes that the combined role, balanced by a strong Lead Independent Director position, will facilitate close coordination between management and the Board and help accelerate the ongoing progress of Omnicom’s realignment initiatives. ■ Robust Lead Independent Director Role: Our Lead Independent Director role at Omnicom has evolved to include significant responsibilities, similar to those typically overseen by an independent Chairman (see page 35 for a full list of these responsibilities). The Board annually reviews the responsibilities assigned to the Lead Independent Director role, and in February 2023, the Board enhanced the already robust responsibilities assigned to this role to include: ■ leading director recruitment, mentoring and development; ■ collaborating with the Board Chairman and committee chairs to oversee coordinated coverage of responsibilities across committees and the effective functioning of committees; and ■ coordinating feedback to the CEO on behalf of independent directors. ■ Shareholder Feedback: The Board carefully considers shareholder perspectives on Omnicom’s leadership structure through extensive engagement conducted annually. Omnicom reached out to shareholders representing 70% of our outstanding shares in the fall of 2023 and engaged with every shareholder who accepted our invitation, which represented an aggregate of 22% of our outstanding shares. During discussions with our shareholders, the vast majority expressed support for our combined Chairman and CEO positions at this time – particularly in light of our strong Lead Independent Director role. While the Board is confident that this leadership structure is best suited to the current needs of the business, the Board remains committed to rigorously evaluating Omnicom’s leadership structure each year and to gathering shareholder feedback on this matter through ongoing engagement. LEAD INDEPENDENT DIRECTOR Our Board is committed to improving the Company’s corporate governance practices, and we have significantly enhanced the responsibilities of our Lead Independent Director to strengthen the Board’s independent oversight of management, most recently enhancing and adding to the list of responsibilities in February 2023. Currently, our Lead Independent Director also serves as Chair of the Audit Committee. In addition to the responsibilities common to all directors, our Lead Independent Director’s other duties, which the Board continues to evaluate through engagement with shareholders, include: ■ Preside at executive sessions of the independent directors; ■ Preside at all meetings of the Board at which the Chairman is not present; ■ Serve as principal liaison between the independent directors and the Chairman and CEO; ■ Lead director recruitment, mentoring and development; ■ Collaborate with the Board Chairman and committee chairs to oversee coordinated coverage of responsibilities across committees and the effective functioning of committees; ■ Coordinate feedback to the CEO on behalf of independent directors; ■ Oversee the annual Board and committee evaluations; ■ Participate in developing agendas for Board meetings, with the authority to add agenda items; ■ Approve the schedule of Board meetings, with the authority to call meetings of independent directors; ■ Oversee conflicts of interest process for all directors, including the Chairman and CEO; ■ Advise the Chairman, including providing input as to the quality, quantity and timeliness of information provided to the Board; ■ Engage and consult with shareholders as part of our shareholder engagement process; and ■ Perform such other duties as the Board may from time to time delegate. We believe that this leadership structure enhances the accountability of the Chairman and CEO to the Board and strengthens the Board’s independence from management. LEAD INDEPENDENT DIRECTOR SUCCESSION On the recommendation of the Governance Committee, the independent members of our Board designate the Lead Independent Director annually. In December 2023, the independent members of our Board elected Mary C. Choksi to serve as the Company’s new Lead Independent Director in light of Leonard Coleman’s decision to step down from the role at the end of 2023. Our Board conducted the Lead Independent Director succession planning process, and Mr. Coleman was largely responsible for leading that process and for Ms. Choksi’s transition into the Lead Independent Director role. Mr. Coleman will remain on our Board and continue to support and advise Ms. Choksi in the initial period of her service as Omnicom’s Lead Independent Director. During his tenure in the Lead Independent Director role, Mr. Coleman consistently demonstrated thoughtful leadership, including encouraging healthy debate and discussion in the boardroom. Each year in which he served as the Lead Independent Director, Mr. Coleman also committed to being personally involved in our shareholder engagement efforts and engaged directly with our investors.

  55. Board Leadership Structure

    Ms. Choksi has unfailingly proven herself to be a strong and dedicated Board leader throughout her tenure on our Board, and she has been an extremely effective Chair of our Audit Committee since assuming that role in 2018. Ms. Choksi possesses extensive public company board experience, and is an intelligent decision-maker whose integrity and values align perfectly with the important role of Lead Independent Director. Ms. Choksi has also already participated in shareholder engagement since assuming the Lead Independent Director role on January 1, 2024.

  56. Board Leadership Structure

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  57. Board Leadership Structure

    BOARD OPERATIONS AND COMMITTEE STRUCTURE Our Board met eight times during 2023. The Board generally conducts specific oversight tasks through committees so that the Board as a whole can focus on strategic matters and those particular tasks that by law or custom require the attention of the full Board. Our Board has established four standing committees, functioning in these areas, as explained more fully below: ■ audit and financial reporting ■ management/compensation ■ corporate governance ■ finance and acquisitions/divestitures Each of the committees operates under a written charter recommended by the Governance Committee and approved by the Board. The Board operates pursuant to our Corporate Governance Guidelines. Each Board committee is authorized to retain its own outside advisors. Our Corporate Governance Guidelines and committee charters, which have been approved by the Board, are posted on our website at http://www.omnicomgroup.com. The table below provides current membership for each Board committee.

  58. Board Leadership Structure

    | Director | Audit | Compensation | Governance | Finance | | Mary C. Choksi | | | | | | Leonard S. Coleman, Jr. | | | | | | Mark D. Gerstein | | | | | | Ronnie S. Hawkins | | | | | | Deborah J. Kissire | | | | | | Gracia C. Martore | | | | | | Patricia Salas Pineda | | | | | | Linda Johnson Rice | | | | | | Cassandra Santos | | | | | | Valerie M. Williams | | | | | | John D. Wren | | | | | | Number of Meetings in 2023 | 12 | 9 | 6 | 9 |

  59. Board Leadership Structure

    Member Chair

  60. Board Leadership Structure

    | AUDIT COMMITTEE | The Audit Committee’s purpose is to assist the Board in carrying out its financial reporting and oversight responsibilities, including oversight of risk as described in “Risk Oversight” beginning on page 28 above. In this regard, the Audit Committee assists the Board in its oversight of (a) the integrity of our financial statements, (b) compliance with legal and regulatory requirements, (c) the qualifications and independence of our independent auditors, and (d) the performance of our internal audit function and independent auditors. Furthermore, the Audit Committee prepares the report included below in the section entitled “Audit Committee Report.” The Audit Committee also has the power to retain or dismiss our independent auditors and to approve their compensation. The Board has determined that each member of our Audit Committee is “independent” within the meaning of both the rules of the NYSE and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also determined that each member of our Audit Committee is “financially literate,” has “accounting or related financial management expertise,” and, other than Mark D. Gerstein, is an “audit committee financial expert,” as such qualifications are defined by SEC regulations and the rules of the NYSE, respectively. | | Meetings in 2023: 12 | |

  61. Board Leadership Structure

    | COMPENSATION COMMITTEE | The Compensation Committee’s purpose is to (a) assist the Board in carrying out its oversight responsibilities relating to compensation matters, including oversight of risk as described in “Risk Oversight” beginning on page 28 above, (b) prepare a report on executive compensation for inclusion in our annual Proxy Statement and (c) administer and approve awards under our equity and other compensation plans. The report of the Compensation Committee is included below in the section entitled “Compensation Committee Report.” The Board has determined that each member of our Compensation Committee is “independent” within the meaning of the rules of the NYSE and a “non-employee director” within the meaning of the rules of the SEC. | | Meetings in 2023: 9 | | | GOVERNANCE COMMITTEE | The Governance Committee’s purpose is to assist the Board in carrying out its oversight responsibilities, including oversight of risk as described in “Risk Oversight” beginning on page 28 above, relating to (a) the composition of the Board and (b) certain corporate governance matters. As part of its responsibilities, the Governance Committee considers and makes recommendations to the full Board with respect to the following matters: | | Meetings in 2023: 6 | | | | ■ director nominees and underlying criteria for election to the Board and its committees; ■ the structure, responsibilities and composition of the Board committees; ■ standards and procedures for review of the performance of the Board and its committees, as well as any actions to be taken in response to the performance evaluation results; ■ the election of the Chief Executive Officer and other officers required to be elected by the Board; ■ our Certificate of Incorporation and By-laws; ■ our Corporate Governance Guidelines generally, including with respect to director qualification standards, responsibilities, access to management and independent advisors, orientation and continuing education, and management succession; ■ shareholder proposals made under SEC rules; ■ the Code of Business Conduct applicable to our directors, officers and employees; ■ the Code of Ethics applicable to our senior financial officers; ■ the Political Contributions Policy; ■ the charters of the Board committees; and ■ the Governance Committee’s performance of its own responsibilities and, in coordination with the Company’s Lead Independent Director, the annual performance evaluation of the Board and its other committees. The Governance Committee also oversees our shareholder engagement efforts and periodically receives reports from management on shareholder feedback. In addition, the Governance Committee oversees the Company’s climate change initiatives and processes, and periodically receives reports from management on progress against goals and targets. The Board has determined that each member of our Governance Committee is “independent” within the meaning of the rules of the NYSE. | | FINANCE COMMITTEE | The Finance Committee’s purpose is to assist the Board in carrying out its oversight responsibilities relating to certain financial matters affecting Omnicom, including in respect of acquisitions, divestitures and financings and the oversight of risk as described in “Risk Oversight” beginning on page 28 above. | | Meetings in 2023: 9 | |

  62. Board Leadership Structure

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  63. Board Leadership Structure

    EXECUTIVE SESSIONS As a matter of policy, the independent, non-management directors regularly meet in executive session, without management present. The independent directors met six times in 2023. Mr. Coleman, our former Lead Independent Director, presided over executive sessions of the Board in 2023. DIRECTOR ATTENDANCE Attendance at Board and committee meetings during 2023 was 99% for the directors as a group. With the exception of two absences, each of our directors attended every meeting of the Board and the committees of the Board on which he or she served during 2023. We encourage our directors to attend our annual meetings of shareholders, and all of our directors attended the 2023 Annual Meeting of Shareholders.

  64. Directors’ Compensation for Fiscal Year 2023

    | Name of Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Mary C. Choksi | $166,000 | $175,000 | $341,000 | | Leonard S. Coleman, Jr. | $191,000 | $175,000 | $366,000 | | Mark D. Gerstein | $136,000 | $175,000 | $311,000 | | Ronnie S. Hawkins | $136,000 | $175,000 | $311,000 | | Deborah J. Kissire | $168,000 | $175,000 | $343,000 | | Gracia C. Martore | $168,000 | $175,000 | $343,000 | | Patricia Salas Pineda | $130,000 | $175,000 | $305,000 | | Linda Johnson Rice | $134,000 | $175,000 | $309,000 | | Valerie M. Williams | $148,000 | $175,000 | $323,000 |

  65. Compensation Discussion & Analysis

    ELEMENTS OF OMNICOM COMPENSATION AND FISCAL YEAR 2023 DECISIONS For Messrs. Wren, Simm and Angelastro, our principal components of pay for performance in 2023 were a base salary, an Annual Incentive Award based on 2023 performance and an award of PRSUs that is contingent upon the long-term performance of the Company. For Messrs. Nelson and Januzzi, our principal components of pay for performance in 2023 were a base salary, an Annual Incentive Award based on 2023 performance and an award of RSUs that vests ratably over a five-year period. Although NEOs are eligible to receive an Annual Incentive Award if their achievements so merit, the granting of an Annual Incentive Award to any NEO is entirely at the discretion of the Compensation Committee. The Compensation Committee may choose not to award an Annual Incentive Award to a NEO or to adjust the amount of the award that results from the application of the measures described in this Compensation Discussion & Analysis, in each case, in light of all factors deemed relevant by the Compensation Committee. In addition, to the extent achievement of the performance criteria may be impacted by changes in accounting principles and extraordinary, unusual or infrequently occurring events reported in Omnicom’s public filings, the Compensation Committee exercises its judgment whether to reflect or exclude their impact. Each of these components and the manner in which decisions for 2023 were made for each NEO are more fully discussed in the sections that follow.

  66. Compensation Discussion & Analysis

    Performance-Based Compensation Awards Under Omnicom’s Senior Management Incentive Plan, eligible executive officers may receive an Annual Incentive Award, except as the Compensation Committee may otherwise determine in the exercise of its business judgment. The Annual Incentive Award earned by each eligible NEO is payable at the election of the Compensation Committee in cash and/or equity-based awards. The following table summarizes the combination of quantitative and qualitative performance measures the Compensation Committee considered for the Annual Incentive Awards awarded for performance in fiscal year 2023, each of which is discussed in greater detail below. Determination of Annual Incentive Award:

  67. Compensation Discussion & Analysis

    | STEP 2 | | Setting Performance Measures for 2023 The Compensation Committee sets metrics and quantitative and qualitative performance measures for earning an Annual Incentive Award | | | | |

  68. Compensation Discussion & Analysis

    | Component | Weighting | Performance Measures | Rationale for Selection of Performance Metric | | Peer Metric (Performance Relative to Peers) | 40% | ■ Return on equity (40%) ■ Organic growth (20%) ■ Adjusted operating margin (20%) ■ Organic growth plus adjusted operating margin (20%) | ■ Comprehensively evaluates various financial metrics directly tied to the return to our common shareholders over time ■ Measures ability to drive revenue growth from existing operations, exclusive of the impact of acquisitions, dispositions and foreign currency translation ■ Focuses the Company on operating at sustainable, profitable levels ■ Balances the contribution of each of these important metrics | | Performance Metric (OMC Internal Targets) | 40% | ■ Adjusted diluted EPS growth (331/3%) ■ Adjusted EBITA margin (331/3%) ■ Organic growth (331/3%) | ■ Measures Company’s profitability ■ Focuses the Company on operating at sustainable, profitable levels ■ Measures ability to drive revenue growth from existing operations, exclusive of the impact of acquisitions, dispositions and foreign currency translation | | Qualitative Metric | 20% | ■ DE&I ■ Environmental sustainability, and lessening the impact of our operations on the environment ■ Human capital management and employee training initiatives ■ Maintaining the highest standards of corporate responsibility and integrity | ■ Reflects priority focus on DE&I, environmental sustainability, commitment to employee training and human capital management and corporate responsibility and integrity |

  69. PEER METRIC (FINANCIAL PERFORMANCE VS. INDUSTRY PEER GROUP) – 40% OF TARGET ANNUAL INCENTIVE AWARD

    PEER METRIC (FINANCIAL PERFORMANCE VS. INDUSTRY PEER GROUP) – 40% OF TARGET ANNUAL INCENTIVE AWARD

  70. PEER METRIC (FINANCIAL PERFORMANCE VS. INDUSTRY PEER GROUP) – 40% OF TARGET ANNUAL INCENTIVE AWARD

    | Performance Measure | Weight | Rank | Peer Multiplier | | Return On Equity | 40% | 1 – 4 | 0.4 – 2.0 | | Organic Growth | 20% | 1 – 4 | 0.4 – 2.0 | | Adjusted Operating Margin | 20% | 1 – 4 | 0.4 – 2.0 | | Organic Growth + Adjusted Operating Margin | 20% | 1 – 4 | 0.4 – 2.0 |

  71. PEER METRIC (FINANCIAL PERFORMANCE VS. INDUSTRY PEER GROUP) – 40% OF TARGET ANNUAL INCENTIVE AWARD

    The “Peer Metric” is based on Omnicom’s financial performance as compared to an industry peer group. The Compensation Committee considered the following performance measures for fiscal year 2023 as compared to that of an industry peer group, which included WPP plc, Publicis Groupe SA and The Interpublic Group of Companies, Inc. (the “Peer Metric Group”), with each measure weighted as indicated: ■ return on equity (ROE) (40%) ■ organic growth (20%) ■ adjusted operating margin (20%) ■ organic growth plus adjusted operating margin (20%)

  72. Peer Metric (40% of Target Incentive Award)

    Peer Metric (40% of Target Incentive Award) A predetermined multiplier of between 0.4 and 2.0 (the “Peer Multiplier”) was ascribed based on Omnicom’s ranking relative to the Peer Metric Group for each metric. The Peer Multiplier was applied to each metric’s weighting within the category based on the results achieved to arrive at a weighted score (the “Peer Weighted Score”).

  73. PERFORMANCE METRIC (FINANCIAL PERFORMANCE VS. ANNUAL COMPANY TARGET) – 40% OF TARGET ANNUAL INCENTIVE AWARD

    PERFORMANCE METRIC (FINANCIAL PERFORMANCE VS. ANNUAL COMPANY TARGET) – 40% OF TARGET ANNUAL INCENTIVE AWARD

  74. PERFORMANCE METRIC (FINANCIAL PERFORMANCE VS. ANNUAL COMPANY TARGET) – 40% OF TARGET ANNUAL INCENTIVE AWARD

    | Performance Measure | Weight | Performance Range | Performance Multiplier | | Adjusted Diluted EPS Growth | 331/3% | 1.0% – 6.0% | 0.0 – 2.0 | | Adjusted EBITA Margin | 331/3% | 15.1% – 15.9% | 0.0 – 2.0 | | Organic Growth | 331/3% | 1.0% – 5.0% | 0.0 – 2.0 |

  75. PERFORMANCE METRIC (FINANCIAL PERFORMANCE VS. ANNUAL COMPANY TARGET) – 40% OF TARGET ANNUAL INCENTIVE AWARD

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  76. PERFORMANCE METRIC (FINANCIAL PERFORMANCE VS. ANNUAL COMPANY TARGET) – 40% OF TARGET ANNUAL INCENTIVE AWARD

    The “Performance Metric” is based on Omnicom’s financial performance as compared to annual Company targets. The Compensation Committee considered the following performance measures for fiscal year 2023, with each measure weighted as indicated: ■ Adjusted diluted earnings per share growth (Adjusted Diluted EPS Growth) (331/3%) ■ Adjusted earnings before interest, taxes and amortization (Adjusted EBITA) margin (331/3%) ■ Organic growth (331/3%)

  77. Performance Metric (40% of Target Incentive Award)

    Performance Metric (40% of Target Incentive Award) Organic growth is total revenue growth less the change in revenue attributable to foreign currency translation and the impact of revenue from businesses acquired net of the revenue from businesses that were disposed. A predetermined multiplier of between 0.0 and 2.0 (the “Performance Multiplier”) was ascribed based on the range of Omnicom performance with respect to each performance measure as shown above. The Performance Multiplier was applied to each metric’s weighting within the category based on the results achieved to arrive at a weighted score (the “Performance Weighted Score”).

  78. Performance Metric (40% of Target Incentive Award)

    | STEP 4 | | Setting Target and Maximum Annual Incentive Award Dollar Amounts The Compensation Committee sets target and maximum Annual Incentive Award dollar amounts | | | | |

  79. Performance Metric (40% of Target Incentive Award)

    | Name of Executive | Threshold | Target | Maximum | | John Wren | $0 | $7,900,000 | $15,800,000 | | Daryl Simm | $0 | $3,500,000 | $7,000,000 | | Philip Angelastro | $0 | $3,250,000 | $6,500,000 | | Jonathan Nelson | $0 | $1,300,000 | $2,600,000 | | Louis Januzzi | $0 | $500,000 | $1,000,000 |

  80. Performance Metric (40% of Target Incentive Award)

    For performance in fiscal year 2023, we established a maximum incentive compensation level and a target incentive compensation level set at a percentage of the maximum incentive compensation level, which are shown above and in the “Grants of Plan-Based Awards in 2023” table. As described below, the Compensation Committee periodically consults with its compensation consultant to determine the range of total compensation for similarly positioned executives at peer group companies. The Compensation Committee takes the information provided by its compensation consultant into consideration when determining the Incentive Award target for our NEOs.

  81. Performance Metric (40% of Target Incentive Award)

    | STEP 5 | | Calculation of Annual Incentive Award The Compensation Committee reviews the performance of Omnicom and its peer group and calculates weighted scores for each metric and final earned Annual Incentive Award dollar amounts | | | | |

  82. CALCULATION OF METRICS RESULTS – COMPANY PERFORMANCE VS. INDUSTRY PEER GROUP

    CALCULATION OF METRICS RESULTS – COMPANY PERFORMANCE VS. INDUSTRY PEER GROUP When calculating the Adjusted Operating Margin for our performance metric, we made adjustments to Operating Income to (i) add back real estate and other repositioning costs, (ii) add back acquisition transaction costs and (iii) exclude a gain on a disposition of a subsidiary. To the extent achievement of the performance criteria may be impacted by changes in accounting principles and extraordinary, unusual or infrequently occurring events reported in Omnicom’s public filings, the Compensation Committee exercises its judgment whether to reflect or exclude their impact. The tables in Annex A show the adjustments made to Omnicom Group Inc.’s Operating Income.

  83. CALCULATION OF METRICS RESULTS – COMPANY PERFORMANCE VS. INDUSTRY PEER GROUP

    | | 2023 Performance | Peer Metric Group Rank | Weight | Peer Multiplier | Weighted Score | | Return On Equity | 40.5% | 1 | 40% | 2.00 | 0.800 | | Organic Growth | 4.1% | 2 | 20% | 1.50 | 0.300 | | Adjusted Operating Margin | 15.2% | 1 | 20% | 2.00 | 0.400 | | Organic Growth + Adjusted Operating Margin | 19.3% | 2 | 20% | 1.50 | 0.300 | | Total | | | | | 1.800 | | Peer Weighted Score of 1.800 x metric weighting of 40% | | | | | 72.0% |

  84. Fiscal Year 2023 Calculation of Annual Incentive Award

    Fiscal Year 2023 Calculation of Annual Incentive Award

  85. Fiscal Year 2023 Calculation of Annual Incentive Award

    | Name | Target Incentive Compensation | Peer Weighted Score | Performance Weighted Score | Qualitative Score | Combined Score | Total Annual Incentive Award Earned | | John Wren | $7,900,000 | 72.0% | 67.3% | 20.0% | 159.3% | $12,587,000 | | Daryl Simm | $3,500,000 | 72.0% | 67.3% | 20.0% | 159.3% | $5,577,000 | | Philip Angelastro | $3,250,000 | 72.0% | 67.3% | 20.0% | 159.3% | $5,178,000 | | Jonathan Nelson | $1,300,000 | 72.0% | 67.3% | 20.0% | 159.3% | $2,071,000 | | Louis Januzzi | $500,000 | 72.0% | 67.3% | 20.0% | 159.3% | $797,000 |

  86. Fiscal Year 2023 Calculation of Annual Incentive Award

    | STEP 6 | | Adjustments Determined The Compensation Committee considers factors it deems appropriate in order to determine whether to make adjustments to the calculated Annual Incentive Award dollar amounts and approves final Annual Incentive Awards | | | | |

  87. Adjustments to Calculated Annual Incentive Award

    Adjustments to Calculated Annual Incentive Award While the Compensation Committee recognizes the contribution of each eligible NEO, the Compensation Committee, pursuant to Mr. Wren’s recommendation, agreed that it was prudent to reduce the amount of the Annual Incentive Awards to Messrs. Wren, Simm, Angelastro and Nelson, as shown below, in order to reallocate the funds to the general incentive compensation pool to be reallocated to other employees. In light of Mr. Januzzi’s outstanding performance in his role after completing his first year as General Counsel of the Company, the Committee and management agreed to adjust his Annual Incentive Award as shown below.

  88. Adjustments to Calculated Annual Incentive Award

    | Name | Total Annual Incentive Award Earned | Adjustment | Total Final Annual Incentive Award | | John Wren | $12,587,000 | $(587,000) | $12,000,000 | | Daryl Simm | $5,577,000 | $(577,000) | $5,000,000 | | Philip Angelastro | $5,178,000 | $(678,000) | $4,500,000 | | Jonathan Nelson | $2,071,000 | $(171,000) | $1,900,000 | | Louis Januzzi | $797,000 | $203,000 | $1,000,000 |

  89. Adjustments to Calculated Annual Incentive Award

    In lieu of cash, and in order to preserve cash for the general incentive compensation pool to be reallocated to other employees, a portion of Messrs. Wren, Simm, Angelastro and Januzzi’s 2023 Annual Incentive Award will be granted in the form of RSUs. Each RSU will vest over a three-year service period and represents the right to receive one share of our common stock upon vesting. The Compensation Committee believes that service-based vesting of the RSUs is an important motivator to reward continued performance. Information related to these awards is presented below in the Summary Compensation Table for 2023 on page 66.

  90. Adjustments to Calculated Annual Incentive Award

    | STEP 7 | | Long-Term Incentive Compensation: Three-Year Performance Restricted Stock Unit Awards The Compensation Committee granted to Messrs. Wren, Simm and Angelastro PRSUs that are subject to further performance conditions over a three-year period | | | | |

  91. Adjustments to Calculated Annual Incentive Award

    On May 1, 2023, the Compensation Committee awarded Messrs. Wren, Simm and Angelastro PRSUs designed to reward individual contributions to the Company’s performance as well as motivate future contributions and decisions aimed at increasing shareholder value over time. The PRSUs awarded are subject to performance conditions over a three-year period that fit within the Compensation Committee’s “pay for performance” philosophy by closely tying pay to long-term performance. These awards are presented below in both the Summary Compensation Table for 2023 on page 66 and the Grants of Plan-Based Awards in 2023 table on page 67. The vesting of these PRSUs depends on the results of a performance test performed three years after the year of the grant, which establishes the percentage of the award that the executive will ultimately realize. This test compares the Company’s return on equity for a three-year period (2023 to 2025) to that of our Peer Metric Group. The Compensation Committee believes return on equity provides a consistent and comprehensive measure to assess Omnicom’s relative performance. The Compensation Committee believes using return on equity as the single performance measure achieves clear and simple peer group comparison, and comprehensively evaluates various financial metrics. In addition, return on equity is a measure directly tied to the return to our common shareholders over the long term. In 2026, our average return on equity over calendar years 2023, 2024 and 2025 will be compared to the average return on equity for each member of the Peer Metric Group for the same three-year period, and Omnicom’s rank amongst these competitors will be determined. The ultimate value received by the NEO will depend on the vesting of the awards and the value of our common stock. If Omnicom ranks 1st or 2nd amongst the Peer Metric Group, 100% of the PRSUs will vest; if we rank 3rd, 67% will vest; and if we rank 4th, 34% will vest. In the event Messrs. Wren, Simm or Angelastro terminates employment on or prior to December 31, 2025, he will remain eligible to vest in one-third of the maximum number of PRSUs for each December 31st he is employed between the grant date and December 31, 2025 and such shares will be distributed in 2026 based on Omnicom’s relative return on equity performance. Dividend equivalents will be reserved on the maximum number of PRSUs to which the executive is entitled at such times as dividends are paid to shareholders of Omnicom. At the time the PRSUs vest, the dividend equivalent payments that have accumulated will be paid in cash. Vesting of some portion of the PRSUs, and distribution of the shares underlying those PRSUs, will be accelerated in the event of death or termination due to disability. In addition, if the PRSUs are not assumed or substituted by an acquirer in a change in control, then they will become fully vested and non-forfeitable. Messrs. Wren, Simm and Angelastro are required to retain a certain amount of Omnicom’s equity/stock as described in “Executive Compensation Related Practices, Policies and Guidelines – Executive Stock Ownership Guidelines.”

  92. Adjustments to Calculated Annual Incentive Award

    | STEP 8 | | Long-Term Incentive Compensation: Time-Based Restricted Stock Units The Compensation Committee granted to Messrs. Nelson and Januzzi RSUs that vest ratably over a five-year period. | | | | |

  93. Adjustments to Calculated Annual Incentive Award

    The Compensation Committee typically grants RSU awards annually to a relatively broad group of key executives based upon the executive’s level of responsibility and judgment of the executive’s current and future contribution to Omnicom’s performance. In general, the Compensation Committee’s judgment is based on an analysis of the executive’s past contribution to the Company and also motivated by the need to retain the talented executives who are a critical component of Omnicom’s long-term success. The Compensation Committee believes that service-based vesting of the RSUs is an important motivator to reward continued performance. Messrs. Nelson and Januzzi received an award of RSUs on May 1, 2023. Information related to these awards is presented below in the Summary Compensation Table for 2023 on page 66 and the Grants of Plan-Based Awards in 2023 table on page 67. Each award of RSUs will be eligible to vest ratably over five years and each RSU represents the right to receive one share of our common stock upon vesting. Messrs. Nelson and Januzzi are entitled to accelerated vesting of a pro-rated portion of the RSUs upon a termination of employment due to disability and accelerated vesting of all RSUs in the event of death. In addition, if the RSUs are not assumed or substituted by an acquiror in a change of control, then they will become fully vested and non-forfeitable.

  94. Adjustments to Calculated Annual Incentive Award

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  95. Adjustments to Calculated Annual Incentive Award

    OTHER EXECUTIVE COMPENSATION ARRANGEMENTS SERCR Plan and Executive Salary Continuation Plan Agreements. Omnicom has entered into Award Agreements with Messrs. Wren, Simm and Angelastro pursuant to the Senior Executive Restrictive Covenant and Retention Plan, which was adopted in December 2006 (the “SERCR Plan”) and Executive Salary Continuation Plan Agreements with Messrs. Nelson and Januzzi. These arrangements are discussed in greater detail in the section below entitled “Potential Payments Upon Termination of Employment or Change in Control.” Participation in the SERCR Plan was offered by the Compensation Committee based on the value of the benefit provided to Omnicom through the restrictive covenants contained in the SERCR Plan, as a retention mechanism to secure the services of the participants by providing post-employment benefits, subject to a minimum period of employment and based on the Compensation Committee’s analysis of the future financial impact of various termination payout scenarios on each of these recipients and on Omnicom. In making the decision to extend these benefits, the Compensation Committee relied on the advice of its independent compensation consultant, FW Cook, that the program is representative of market practice, both in terms of design and cost. Amounts payable to each of Messrs. Nelson and Januzzi under his Executive Salary Continuation Plan Agreement are based on past Company practice and are in consideration for the covenants to consult and not to compete during the service period of the agreement. The Compensation Committee believes that these benefits are essential in helping Omnicom fulfill its objectives of attracting and retaining key executive talent. Deferred Restricted Stock and Restricted Stock Unit Plans. Each of our NEOs was previously eligible to defer, at his election, some or all of the shares of restricted stock and restricted stock units that otherwise would have vested in a given year. No NEO made such an election in 2023. Balance and payment information with respect to prior elections is reflected in the Nonqualified Deferred Compensation in 2023 table on page 69. Omnicom pays participants an amount equal to the cash dividends that would have been paid on the shares or units in the absence of a deferral election, subject to the participant’s employment with Omnicom on the record date of such dividends. Retirement Savings Plan. Omnicom sponsors the Omnicom Group Retirement Savings Plan, which is a tax-qualified defined contribution plan. Employees who meet the Plan’s eligibility requirements may elect to participate in the 401(k) feature of the Plan and may also receive a discretionary company matching contribution after the end of the Plan year based on the Plan’s provisions. Insurance. In 2023, Omnicom paid employer premiums for life insurance for Messrs. Wren and Simm. Other perquisites. We procure aircraft usage from an unrelated third-party vendor. In some instances, Omnicom makes available to the NEOs personal use of corporate aircraft hours. The dollar amount reported in the Summary Compensation Table for personal use of aircraft hours reflects the aggregate incremental cost to Omnicom, based on payments we make which are equal to the vendor’s hourly charge for such use and landing fees, minus the amount Omnicom is reimbursed by the executive for his use on the aircraft. Each executive reimburses Omnicom for at least the amount calculated based on the Standard Industry Fare Level (SIFL) tables prescribed under IRS regulations promptly after the cost of the flight is incurred. Additional perquisites and benefits are set forth in the notes to the Summary Compensation Table for 2023 on page 66. Employment Agreement. In July 2021, Omnicom Management Inc. entered into an employment agreement with Mr. Wren pursuant to which he continues to serve as the Chairman and Chief Executive Officer of the Company. The initial term of Mr. Wren’s employment agreement is through December 31, 2024, and is subject to annual automatic renewal for successive one-year terms unless either party provides timely written notice of an intent not to renew. Except for termination at the end of the then-current term, Mr. Wren’s employment agreement may only be earlier terminated by the Company for “cause” (as defined in the SERCR Plan), due to Mr. Wren’s death or pursuant to Mr. Wren’s resignation for any reason. Otherwise, the Board has the ability to relieve Mr. Wren of his duties and responsibilities for the remainder of the term while placing him on a paid leave-of-absence. Additionally, if Mr. Wren steps down as the Chief Executive Officer of the Company, he will continue to serve as Executive Chairman while he is a member of the Board. Mr. Wren’s employment agreement also provides that with respect to any PRSU award agreement entered into with Mr. Wren, in the event that he no longer serves as Chief Executive Officer of the Company, then the “Average Return on Equity” for purposes of the PRSU award agreement will be calculated based on one or more full calendar years of service while Mr. Wren served as Chief Executive Officer. EXECUTIVE COMPENSATION-RELATED PRACTICES, POLICIES AND GUIDELINES Role of the Independent Compensation Consultant. Because of the competitive nature of our business, the loss of key executives to competitors is a significant risk and Omnicom’s paramount concern is to attract and retain the highest-caliber executive team to ensure that Omnicom is managed in the most effective possible manner. The Compensation Committee directly retains the services of FW Cook, an independent third-party compensation consulting firm, for input on a range of external market factors, including evolving compensation trends, and market-standard compensation levels and elements. FW Cook reports directly and exclusively to the Compensation Committee. FW Cook only provides compensation consulting services to the Compensation Committee, and works with Omnicom’s management only on matters for which the Compensation Committee is responsible. Moreover, FW Cook does not perform any other services for, or receive any other fees from, the Company or any of its subsidiaries other than in connection with its work for the Compensation Committee. FW Cook stated that it holds no Omnicom stock, and the Compensation Committee believes the services FW Cook provides for the Company do not raise any conflicts of interest. Market-Competitive Compensation. The Compensation Committee periodically consults with FW Cook to obtain general observations on the Company’s compensation programs from which the Compensation Committee determines the target range of total compensation for executives. Though FW Cook provides general observations on the Company’s compensation programs, it does not determine or recommend specific amounts or forms of compensation for the NEOs. Although the data provided by FW Cook influenced the Compensation Committee’s review and analysis, such data did not have a material impact on the Compensation Committee’s determination of the levels and elements of our executive compensation. The peer group the Compensation Committee reviewed consisted of companies of comparable size and operational complexity. The group was unchanged from last year, which was comprised of the following companies for 2023:

  96. Adjustments to Calculated Annual Incentive Award

    | ■ Accenture plc | ■ DXC Technology Company | ■ Thomson Reuters Corporation | | ■ Automatic Data Processing, Inc. | ■ Interpublic Group of Companies | ■ Paramount Global | | ■ Cognizant Technology Solutions Corporation | ■ Nielsen Holdings plc | ■ WPP plc | | ■ DISH Network Corporation | | |

  97. Adjustments to Calculated Annual Incentive Award

    Accounting and Tax Considerations

  98. ACCOUNTING FOR SHARE-BASED COMPENSATION

    | Policy/Guidelines | Summary | | Executive Stock Ownership Guidelines | The guidelines that require our Chairman and Chief Executive Officer, our President and Chief Operating Officer and our Chief Financial Officer to hold shares of Omnicom common stock with a value equal to the specified multiples of base salary indicated below. | | Compensation Recovery/Clawback Policy | Policy required by the SEC rules and NYSE listing standards that provides for the mandatory recovery of incentive-based compensation that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. | | Equity Compensation Policy | Policy regarding the grant of equity awards covering topics such as approval requirements, grant date and establishing exercise price. | | Policy Regarding Death Benefits | Policy provides that shareholder approval is required for any future compensation arrangements, with certain exceptions, that would require the Company to make payments or awards following the death of a NEO in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, awards of ungranted equity or perquisites. | | Policy Statement Regarding Hedging | Policy statement regarding hedging, which provides, in general, that no director, NEO or network CEO may purchase any financial instrument designed to hedge or offset any decrease in the market value of equity securities of the Company. | | Policy Statement Prohibiting Pledging and Margin Transactions | Policy statement regarding pledging and margin transactions, which provides, in general, that no director or executive officer may engage in margin transactions with Omnicom equity securities, borrow against any account in which Omnicom equity securities are held, or pledge Omnicom equity securities as collateral for a loan. |

  99. ACCOUNTING FOR SHARE-BASED COMPENSATION

    The guidelines were adopted in the first quarter of 2010 and the executives have five years from the date of the adoption of the guidelines or from the date of their appointment to attain the ownership levels. For purposes of the guidelines, the value of an executive’s stock ownership includes all shares of the Company’s common stock owned by the executive outright (inclusive of unvested equity awards such as restricted shares or units and PRSUs) or held in trust for the executive and his immediate family, plus the executive’s vested deferred stock and allocated shares of the Company’s common stock in employee plans. As of December 31, 2023, each of Messrs. Wren, Simm and Angelastro was in compliance with the guidelines. Compensation Recovery/Clawback Policy. The Company has adopted a compensation recovery policy as required by Rule 10D-1 under the Exchange Act, and the corresponding listing standards of the NYSE. This policy provides for the mandatory recovery (subject to limited exceptions) from current and former officers of the Company of incentive-based compensation that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. Equity Compensation Policy. Omnicom has adopted a policy regarding grants of equity awards, which provides, among other things, that grants of equity awards to non-employee members of the Board shall be approved by the full Board and any other grants must be approved by the Compensation Committee. With limited exception, the grant date of any equity award will be the date of the Board or Committee meeting at which the award is approved and the exercise price, if applicable, will be no less than the closing price of Omnicom’s common stock on such date. Policy Regarding Death Benefits. On February 10, 2011, our Board adopted a policy regarding death benefits, which provides, among other things, that shareholder approval is required for any future compensation arrangements that would require the Company to make payments, grants or awards following the death of a NEO in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, awards of ungranted equity or perquisites. The policy would not apply to payments, grants or awards of the sort offered to other Company employees and does not apply to arrangements existing at the time the policy was adopted. Policy Statement Regarding Hedging. In February 2013, our Board adopted a policy statement regarding hedging, which provides that no director, NEO or network chief executive officer may purchase any security whose value derives from an Omnicom equity security (including any prepaid variable forward contracts, equity swaps, collars or direct or indirect interests in any exchange fund with 10% or greater exposure to Omnicom) or any similar financial instrument that is designed to hedge or offset any decrease in the market value of Omnicom equity securities. Policy Statement Regarding Pledging and Margin Transactions. In October 2019, our Board adopted a policy statement regarding pledging and margin transactions. The policy provides that no director or executive officer may purchase an Omnicom equity security on margin or hold Omnicom equity securities in a margin account. In addition, the policy prohibits directors and executive officers from borrowing against any account in which Omnicom equity securities are held, or pledging Omnicom equity securities as collateral for a margin loan or any other loan. The policy does not prohibit the cashless exercise of stock options under our 2021 Plan. Any transaction that may violate this policy must be pre-cleared with Omnicom’s General Counsel.

  100. Summary Compensation Table for 2023

    Summary Compensation Table for 2023

  101. Summary Compensation Table for 2023

    | Name and Principal Position of Executive | Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | | All Other Compensation ($)(2) | Total ($) | | | | | | Incentive Award | | | | | | | | | Cash Portion | Max. Potential Value of Long-Term Equity Portion at Grant Date | | | | | | | | | RSUs | | | | John D. Wren | 2023 | $1,000,000 | $6,999,965(3) | $9,500,000 | $2,500,000(4) | $150,655 | $20,150,620 | | Chairman and Chief | 2022 | $1,000,000 | $7,500,003 | $12,000,000 | — | $179,165 | $20,679,168 | | Executive Officer | 2021 | $1,000,000 | $8,075,014 | $10,860,000 | — | $46,701 | $19,981,715 | | Daryl D. Simm | 2023 | $1,000,000 | $5,000,028(3) | $3,900,000 | $1,100,000(4) | $20,845 | $11,020,873 | | President and Chief | 2022 | $992,708 | $4,749,999 | $5,000,000 | — | $24,412 | $10,767,119 | | Operating Officer | 2021 | $975,000 | $3,000,025 | $4,750,000 | — | $28,755 | $8,753,780 | | Philip J. Angelastro | 2023 | $950,000 | $4,500,043(3) | $3,400,000 | $1,100,000(4) | $20,400 | $9,970,443 | | Executive VP | 2022 | $920,835 | $4,499,971 | $4,500,000 | — | $21,350 | $9,942,156 | | and Chief | 2021 | $850,000 | $4,350,061 | $4,500,000 | — | $15,900 | $9,715,961 | | Financial Officer | | | | | | | | | Jonathan B. Nelson | 2023 | $807,500(5) | $2,399,906(7) | $1,900,000 | — | $13,200 | $5,120,606 | | Chief Executive | 2022 | $850,000 | $2,499,898 | $2,400,000 | — | $9,150 | $5,759,048 | | Officer, Omnicom | 2021 | $850,000 | $2,599,871 | $2,500,000 | — | $8,700 | $5,958,571 | | Digital | | | | | | | | | Louis F. Januzzi | 2023 | $500,000(6) | $500,077(7) | $500,000 | $500,000 | $— | $2,000,077 | | Senior VP, | | | | | | | | | General Counsel | | | | | | | | | and Secretary | | | | | | | |

  102. Summary Compensation Table for 2023

    (1) All amounts reported are amounts paid or payable pursuant to Omnicom’s Senior Management Incentive Plan. (2) All Other Compensation consists of each of the following: ■ With respect to each NEO, All Other Compensation includes perquisites and other personal benefits, which are valued based on the aggregate incremental cost to Omnicom. ■ The total perquisites and other personal benefits include: for Mr. Wren, personal use of aircraft hours ($122,173), an auto allowance ($9,120) and a medical allowance ($4,000); for Mr. Simm, an auto allowance ($9,120) and an award pursuant to Company policy for long-term service ($5,000); and for Mr. Angelastro, an auto allowance ($7,200). ■ Employer contributions to one or more retirement savings plans: for Mr. Angelastro ($13,200) and for Mr. Nelson ($13,200). ■ Employer premium payments for life insurance: for Mr. Wren ($15,362) and Mr. Simm ($6,725). (3) Represents the grant date fair value of a one-time award of PRSUs, the vesting of which is subject to the attainment of relative return on equity goals for a three-year period (2023 to 2025) compared to that of our Peer Metric Group, and subject further to continued employment. See the section entitled “Compensation Discussion and Analysis,” for further details. This amount has been computed in accordance with ASC Topic 718 based on the closing price on the grant date, excluding the effect of estimated forfeitures. The ultimate value received by the NEO will depend on the number of PRSUs that are ultimately earned and vested and the share price of the underlying common stock on the date of vesting. (4) As further described above in the section entitled “Compensation Discussion and Analysis,” represents the portion of the Annual Incentive Award that the Compensation Committee, as permitted under the Incentive Award Plan, elected to pay in an award of RSUs in lieu of cash that vest pro-rata over three years. The ultimate value received by the NEO will depend on the number of RSUs that ultimately vest and the value of the underlying common stock on the date of vesting. (5) Effective November 16, 2023, Mr. Nelson’s salary was reduced to $510,000 per year. (6) Effective March 1, 2024, Mr. Januzzi’s salary was increased to $650,000 per year. (7) Represents the grant date fair value of a one-time award of RSUs that vest pro-rata over five years, subject generally to continued employment. This amount has been computed in accordance with ASC Topic 718 based on the closing price on the grant date. For a discussion of the assumptions used to calculate the fair value of stock awards, refer to Notes 2 and 10 to the consolidated financial statements contained in our 2023 10-K.

  103. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The below table provides information about equity and non-equity awards granted to the NEOs with respect to 2023.

  104. Grants of Plan-Based Awards in 2023

    | Name of Executive | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock Or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John Wren | 05/01/2023 | $0 | $7,900,000 | $15,800,000 | 25,439 | 50,499 | 75,938 | 0 | $6,999,965 | | Daryl Simm | 05/01/2023 | $0 | $3,500,000 | $7,000,000 | 18,171 | 36,071 | 54,242 | 0 | $5,000,028 | | Philip Angelastro | 05/01/2023 | $0 | $3,250,000 | $6,500,000 | 16,354 | 32,463 | 48,818 | 0 | $4,500,043 | | Jonathan Nelson | 05/01/2023 | $0 | $1,300,000 | $2,600,000 | 0 | 0 | 0 | 26,035 | $2,399,906 | | Louis Januzzi | 05/01/2023 | $0 | $500,000 | $1,000,000 | 0 | 0 | 0 | 5,425 | $500,077 |

  105. Grants of Plan-Based Awards in 2023

    (1) These columns show the potential value of the payout for each NEO under our Senior Management Incentive Plan at threshold, target and maximum levels. The potential payouts were performance-driven and therefore entirely at risk. The business measurements and performance criteria for determining the payout are described in the section entitled “Compensation Discussion and Analysis” on page 52. Awards paid or payable for performance in 2023 are reflected in the Summary Compensation Table for 2023 on page 66. (2) The reported dollar value of the PRSUs granted to Messrs. Wren, Simm and Angelastro was calculated by multiplying the maximum number of shares subject to the award by the closing price on the grant date ($92.18). The PRSUs vest based on performance as described in greater detail on page 61. The reported dollar value of the RSUs granted to Messrs. Nelson and Januzzi was calculated by multiplying the number of shares subject to the award by the closing price on the grant date ($92.18). The RSUs vest ratably over a five-year period.

  106. Grants of Plan-Based Awards in 2023

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  107. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table provides information on the holdings of unvested stock awards by the NEOs as of December 31, 2023. For additional information about the stock awards, see the description of equity incentive compensation in the section entitled “Compensation Discussion and Analysis” on page 52.

  108. Outstanding Equity Awards at 2023 Year-End

    | Name of Executive | Option Awards | | | | Stock Awards | | | | | Number of securities underlying unexercised options Unexercisable (#) | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | John Wren | — | — | — | — | — | 281,432 | $24,346,682 | | Daryl Simm | — | — | — | 49,867 | $4,313,994 | 116,099 | $10,043,724 | | Philip Angelastro | — | — | — | — | — | 165,505 | $14,317,838 | | Jonathan Nelson | — | — | — | 92,146 | $7,971,550 | — | — | | Louis Januzzi | 11,425(4) | $69.23 | 07/21/2032 | 11,743 | $1,015,887 | — | — |

  109. Outstanding Equity Awards at 2023 Year-End

    (1) The vesting dates of stock awards disclosed in this column are as follows: ■ Mr. Simm: 5,386 restricted stock units are scheduled to vest on August 15, 2024. 10,989 restricted stock units are scheduled to vest on each of August 15, 2024 and 2025. 7,501 restricted stock units are scheduled to vest on each of August 15, 2024, 2025 and 2026. ■ Mr. Nelson: 5,420 restricted stock units are scheduled to vest on August 15, 2024. 7,986 restricted stock units are scheduled to vest on each of May 15, 2024 and 2025. 6,225 restricted stock units are scheduled to vest on each of May 15, 2024, 2025 and 2026. 6,511 restricted stock units are scheduled to vest on each of May 15, 2024, 2025, 2026 and 2027. 5,207 restricted stock units are scheduled to vest on each of May 15, 2024, 2025, 2026, 2027 and 2028. ■ Mr. Januzzi: 479 restricted stock units are scheduled to vest on August 15, 2024. 824 restricted stock units are scheduled to vest on each of August 15, 2024 and 2025. 625 restricted stock units are scheduled to vest on each of August 15, 2024, 2025 and 2026. 579 restricted stock units are scheduled to vest on each of August 15, 2024, 2025, 2026 and 2027. 1,085 restricted stock units are scheduled to vest on each of May 15, 2024, 2025, 2026, 2027 and 2028. (2) The market value of stock awards was determined by multiplying the number of unvested shares by $86.51, the closing price of Omnicom common stock on December 29, 2023, the last trading day of the 2023 fiscal year. (3) The PRSUs are eligible to vest at the times indicated below. The actual number of PRSUs that will vest depends on our relative average return on equity for the applicable three-year periods ending December 31, 2023, December 31, 2024, and December 31, 2025, compared to a pre-established peer group. ■ Mr. Wren: A maximum of 107,825 performance restricted stock units are scheduled to vest based on performance through December 31, 2023. A maximum of 97,669 performance restricted stock units are scheduled to vest based on performance through December 31, 2024. A maximum of 75,938 performance restricted stock units are scheduled to vest based on performance through December 31, 2025. ■ Mr. Simm: A maximum of 61,857 performance restricted stock units are scheduled to vest based on performance through December 31, 2024. A maximum of 54,242 performance restricted stock units are scheduled to vest based on performance through December 31, 2025. ■ Mr. Angelastro: A maximum of 58,086 performance restricted stock units are scheduled to vest based on performance through December 31, 2023. A maximum of 58,601 performance restricted stock units are scheduled to vest based on performance through December 31, 2024. A maximum of 48,818 performance restricted stock units are scheduled to vest based on performance through December 31, 2025. (4) The option is scheduled to vest on July 15, 2027.

  110. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information for the NEOs on the number of shares acquired upon the vesting of stock awards in the form of restricted stock, RSUs or PRSUs, and the value realized, each before payment of any applicable withholding tax and broker commissions. No stock options were exercised by any of the NEOs during 2023.

  111. Option Exercises and Stock Vested in 2023

    | Name of Executive | Stock Awards | | | | | | Number of Shares Acquired on PRSU Vesting (#) | Value Realized on PRSU Vesting ($)(1) | Number of Shares Acquired on RS/RSU Vesting (#) | Value Realized on RS/RSU Vesting ($)(1) | | John Wren | 131,601 | $12,350,754 | — | — | | Daryl Simm | — | — | 29,776 | $2,383,867 | | Philip Angelastro | 54,596 | $5,123,835 | — | — | | Jonathan Nelson | — | — | 31,215 | $2,803,889 | | Louis Januzzi | — | — | 2,900 | $232,174 |

  112. Option Exercises and Stock Vested in 2023

    (1) The reported dollar values are calculated by multiplying the number of shares subject to vesting by the closing price of Omnicom common stock on the vesting date.

  113. Nonqualified Deferred Compensation in 2023

    Nonqualified Deferred Compensation in 2023 Certain of Omnicom’s employees were, in prior years, eligible to defer some or all of the shares of their restricted stock and RSUs that may vest in a given year. For additional information about the deferral plans pursuant to which these elections were made, see the description of deferred compensation on page 62 in the section entitled “Deferred Restricted Stock and Restricted Stock Unit Plans.” The table below provides information on the non-qualified deferred compensation of the NEOs in 2023, which consisted only of the deferral of shares of restricted stock or RSUs under Omnicom’s Restricted Stock and Restricted Stock Unit Deferred Compensation Plans.

  114. Nonqualified Deferred Compensation in 2023

    | Name of Executive | Executive Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals Distribution in Last FY ($) | Aggregate Balance at Last FYE ($) | | John Wren | — | $671,791 | — | $11,764,495 | | Daryl Simm | — | — | — | — | | Philip Angelastro | — | — | — | — | | Jonathan Nelson | — | — | — | — | | Louis Januzzi | — | — | — | — |

  115. Nonqualified Deferred Compensation in 2023

    (1) Reflects earnings or (losses) on deferred shares. Earnings on deferred shares are calculated based on the total number of deferred shares in the account as of December 29, 2023, the last trading day of the 2023 fiscal year, multiplied by the Omnicom closing stock price as of December 29, 2023, less the total number of such deferred shares multiplied by the Omnicom closing stock price as of December 30, 2022, the last trading day of the 2022 fiscal year.

  116. Potential Payments upon Termination of Employment or Change in Control

    Potential Payments upon Termination of Employment or Change in Control The NEOs may be entitled to payments upon termination of employment or in connection with a change in control of Omnicom. The table below sets forth the potential payments that each NEO may receive upon termination of employment or change in control of Omnicom under various scenarios as of December 31, 2023. Except for the arrangements described below, none of the NEOs have entered into any plans, arrangements or agreements with Omnicom providing for payments upon termination of employment or change in control of Omnicom, other than payments generally available to all salaried employees that do not discriminate in scope, terms or operation in favor of the executive officers of Omnicom.

  117. Potential Payments upon Termination of Employment or Change in Control

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  118. Potential Payments upon Termination of Employment or Change in Control

    THE SERCR PLAN Omnicom adopted the SERCR Plan in 2006, and Messrs. Wren, Simm and Angelastro participate. The SERCR Plan is unique in its structure and objectives. It is intended to provide security to Omnicom through the restrictive covenants described below while delivering a valuable benefit to executives in the form of post-termination compensation. Restrictive Covenants In consideration for annual benefits under the SERCR Plan, participating executives are subject to restrictions on competition, solicitation, disparagement, and other willful actions that may materially harm Omnicom, from the date of termination of employment through the end of the calendar year in which they receive their last annual benefits payment. Annual Benefits The SERCR Plan provides annual benefits to participating executives upon their termination of employment after they render seven years of service to Omnicom or its subsidiaries, unless termination is for “Cause.” “Cause” is generally defined for this purpose as the executive having been convicted of (or having entered a plea bargain or settlement admitting guilt for) any felony committed in the execution of and while performing his duties as an executive officer, an act of fraud or embezzlement against Omnicom, as a result of which continued employment would have a material adverse impact on Omnicom, or having been the subject of any order, judicial or administrative, obtained or issued by the SEC, for any securities violation involving a material and willful act of fraud. Subject to compliance with the SERCR Plan’s restrictive covenants, the annual benefit is payable for 15 years following termination, and is equal to the lesser of (a) the product of (i) the average of the executive’s three highest years of total pay (base salary plus bonus and other incentive compensation), and (ii) a percentage equal to 5% plus 2% for every year of the executive’s service as an executive officer to Omnicom, not to exceed 35% and (b) $1.5 million, subject to an annual cost-of-living adjustment of up to 2.5% per year beginning with the second annual payment. Payment of this annual benefit begins in the year following the calendar year in which the termination of employment occurred. In the event of death subsequent to satisfaction of the seven-year service requirement, beneficiaries of the executive are entitled to the annual benefit payments. No annual benefit is payable if the executive is terminated by Omnicom for Cause. Any future compensation arrangement under the SERCR Plan that would oblige Omnicom to make payments in the event of a NEO’s death would require shareholder approval. THE EXECUTIVE SALARY CONTINUATION AGREEMENT Omnicom has entered into an Executive Salary Continuation Agreement with each of Messrs. Nelson and Januzzi pursuant to which Omnicom agreed to make annual payments for up to a maximum of 10 years after termination of full time employment, unless termination is for “Cause,” in consideration for each agreeing to consult and subject to restrictions on competition, solicitation, disparagement, and other willful actions that may be harmful to Omnicom during the payment period. “Cause” is generally defined for this purpose as misconduct involving willful malfeasance, such as breach of trust, fraud or dishonesty. Based on Mr. Nelson’s age and years of service with Omnicom or its subsidiaries, as of December 31, 2023, his payment period was 10 years. Mr. Januzzi’s Executive Salary Continuation Agreement remains subject to vesting and, as of December 31, 2023, he was not entitled to any payments. Consulting Obligation and Certain Restrictive Covenants Messrs. Nelson and Januzzi have agreed to serve as advisor or consultant to Omnicom during their applicable payment period, subject to certain limitations. In addition, they will be subject to restrictions on competition, solicitation, disparagement, and other willful actions that may be harmful to Omnicom, from the date of termination through the end of the payment period, if any. Annual Benefits Following termination and subject to compliance with the consulting obligation and restrictions on competition, solicitation, disparagement, and other willful actions that may be harmful to Omnicom, Mr. Nelson is entitled to receive annual payments, beginning in the year described below, for the duration of the payment period. Annual payments are equal to 50% of the highest annual base salary paid to Mr. Nelson within five years prior to termination. Annual payments are subject to there being sufficient pre-tax profits of Omnicom for the calendar year immediately prior to the year in which Mr. Nelson is entitled to payment. Mr. Nelson is entitled to 100% of the annual payment amount in the event of disability. For a voluntary termination, including retirement, or a termination by Omnicom without Cause, Mr. Nelson is also entitled to 100% of the annual payment amount. In the event of death, Mr. Nelson’s beneficiary or beneficiaries are entitled to 75% of the annual payment amount. No annual benefits are payable if Mr. Nelson is terminated by Omnicom for Cause. Any future compensation arrangement under an Executive Salary Continuation Agreement that would oblige Omnicom to make payments in the event of a NEO’s death would require shareholder approval. THE SENIOR MANAGEMENT INCENTIVE PLAN Each of the NEOs participated in our Senior Management Incentive Plan in fiscal year 2023. The Senior Management Incentive Plan provides performance-based bonuses to participants, based upon specific performance criteria, discussed on page 54 above, during each performance period. If a participant in the Senior Management Incentive Plan experiences a termination of employment for any reason prior to the end of a performance period or the bonus payment date for such performance period, he is not entitled to any payment, but the Compensation Committee has the ability (a) to determine whether the participant will receive any bonus, (b) to determine whether the participant will receive a pro-rated bonus reflecting that portion of the performance period in which the participant had been employed by Omnicom, and (c) to make such other arrangements as the Compensation Committee deems appropriate in connection with the participant’s termination of employment. EXECUTIVE LIFE INSURANCE COVERAGE Omnicom provides life insurance coverage to its employees. Certain of the NEOs participate in a company-sponsored executive life insurance program that provides them with a higher coverage amount than they would otherwise be eligible for as employees. This coverage is in lieu of the coverage provided to employees generally. Specifically, Messrs. Wren and Simm are provided with executive life insurance policies for which Omnicom paid the premiums. As of December 31, 2023, in the event of termination of employment due to death, the beneficiaries of these two NEOs would be entitled to life insurance benefits in the amount of $1,000,000 paid by MassMutual. This amount is $250,000 higher than each would be eligible for under the program covering employees generally. ACCELERATION OF EQUITY AWARDS Messrs. Wren, Simm and Angelastro hold unvested PRSUs. Messrs. Simm, Nelson and Januzzi hold unvested RSUs that generally vest based on continued employment and the passage of time. Mr. Januzzi also holds stock options that generally vest based on continued employment and the passage of time. As specified below, such NEOs are entitled to accelerated vesting (a) on a pro rata basis upon termination of employment due to disability and (b) upon death. Additionally, the options held by Mr. Januzzi shall become exercisable in full upon his retirement.

  119. Potential Payments upon Termination of Employment or Change in Control

    No equity awards held by our NEOs have single trigger or double trigger acceleration in connection with a change in control. However, if the awards held by our NEOs or other employees are not assumed or substituted by an acquirer in connection with a change in control of Omnicom, they fully vest. If a NEO retires, voluntarily terminates or is terminated by Omnicom, with or without cause, all RSUs and PRSUs that have not yet vested are generally forfeited or, to the extent PRSUs are partially vested based on the passage of time, they may remain subject to vesting based on the ultimate achievement of the performance goals.

  120. Potential Payments upon Termination of Employment or Change in Control

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  121. Potential Payments upon Termination of Employment or Change in Control

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL TABLE The following table provides the potential payments that each NEO may receive upon termination of employment or change in control of Omnicom, assuming that (a) such termination or change in control of Omnicom occurred on December 31, 2023; and (b) the price per share of Omnicom common stock equals $86.51, the closing price of Omnicom common stock on December 29, 2023, the last trading day of the 2023 fiscal year.

  122. Potential Payments upon Termination of Employment or Change in Control

    | Name of Executive | Death | Disability | For Cause Termination | Termination without Cause | Retirement | Voluntary Termination | Change in Control(1) | | John Wren | | | | | | | | | ■ SERCR Plan(2) | $1,500,000 | $1,500,000 | — | $1,500,000 | $1,500,000 | $1,500,000 | — | | ■ PRSU Awards(3) | $7,279,082 | $5,064,029 | — | — | — | — | — | | Daryl Simm | | | | | | | | | ■ SERCR Plan(2) | $1,500,000 | $1,500,000 | — | $1,500,000 | $1,500,000 | $1,500,000 | — | | ■ PRSU/RSU Awards(3)(4) | $11,581,336 | $6,892,463 | — | — | — | — | — | | Philip Angelastro | | | | | | | | | ■ SERCR Plan(2) | $1,500,000 | $1,500,000 | — | $1,500,000 | $1,500,000 | $1,500,000 | — | | ■ PRSU Awards(3) | $4,557,346 | $3,133,383 | — | — | — | — | — | | Jonathan Nelson | | | | | | | | | ■ Executive Salary Continuation Agreement | $318,750(5) | $425,000(6) | — | $425,000(6) | $425,000(6) | $425,000(6) | — | | ■ RSU Awards(4) | $8,063,696 | $3,484,240 | — | — | — | — | — | | Louis F. Januzzi | | | | | | | | | ■ RSU Awards/Options(4)(7) | $1,236,479 | $562,269 | — | — | $208,849 | — | — |

  123. Potential Payments upon Termination of Employment or Change in Control

    (1) The change in control value of equity awards assumes that all equity awards are assumed or substituted in connection with a change in control. There are not currently any outstanding equity awards that have single trigger or double trigger acceleration in connection with a change in control. If, however, an unvested equity award is not assumed or substituted in connection with a change in control, such unvested equity award vests in full. (2) Except in the event of a termination for Cause, the NEO or his beneficiary, as the case may be, would be entitled to receive 15 annual payments in this amount, the first of which would be payable in 2024. In the event of termination for Cause, no payments would be made. The amount reported is the payment cap set forth in the SERCR Plan as in effect on December 31, 2023, such amount being subject to an annual cost-of-living adjustment of up to 2.5% per year beginning with the second annual payment. All payment obligations are conditioned upon compliance with the restrictive covenants described above. (3) The value of PRSUs was determined by taking the aggregate fair market value of the shares underlying PRSUs subject to accelerated vesting as of December 29, 2023, the last trading day of the 2023 fiscal year. The value of PRSUs assumes achievement of the highest performance target, and therefore, the actual value could be lower than the amount disclosed. Amounts shown do not include unvested PRSUs which are considered earned and non-forfeitable as of December 31, 2023 because the service requirement was met, but which are eligible to vest following the end of the applicable performance period and based on the applicable level of actual performance during such period. For additional information, please read the discussion above in our “Compensation Discussion and Analysis.” (4) The value of RSUs was determined by taking the aggregate fair market value of the shares underlying RSUs subject to accelerated vesting as of December 29, 2023, the last trading day of the 2023 fiscal year. For additional information, please read the discussion above in our “Compensation Discussion and Analysis.” (5) This reflects 75% of Mr. Nelson’s $425,000 annual payment, payable to his designated beneficiary. 10 annual payments in this amount would be paid to such beneficiary, with the first payment being made in 2024. (6) This reflects 50% of the highest annual rate of salary paid to Mr. Nelson in the five years preceding December 31, 2023. 10 annual payments would be made in this amount, with the first payment being made in 2025. All payment obligations are conditioned upon compliance with the restrictive covenants and, if not disabled, the consulting obligation described above. (7) The value of the options was determined by taking the aggregate fair market value of the shares underlying options subject to accelerated vesting as of December 29, 2023, the last trading day of the 2023 fiscal year, and subtracting the aggregate cost of the strike price for the options.

  124. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. We identified the median employee by considering all individuals who were employed by us on October 31, 2023, whether employed on a full-time or part-time basis, excluding our CEO and employees located in jurisdictions with a de minimis number of employees. Our global workforce was 2% higher on October 31, 2023, than on October 31, 2022. As of October 31, 2023, we determined that our employee population consisted of a total of 79,889 U.S. and non-U.S. individuals, whether employed on a full-time or part-time basis. Pursuant to the de minimis exception allowed under Item 402(u), we excluded all 3,983 individuals who provided services to us in Argentina, Chile, Colombia, Egypt, Philippines, and Thailand. We identified the median employee by examining all gross base salaries during the month of October 2023 for the remaining employee population, as of October 31, 2023, of 75,906 individuals. Unlike our 2023 10-K, the size of our total employee population for purposes of this pay ratio calculation includes part-time employees (who, as required by Item 402(u) of Regulation S-K, have not been converted to full-time equivalent employees), and is based on a count of individuals employed as of October 31, 2023. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign exchange rates in effect on October 31, 2023. Using this methodology, we determined that our median employee was an employee in Canada. We believe our methodology represents a consistently applied compensation measure that appropriately identifies our median employee. After identifying the median employee for 2023, we calculated the annual total compensation for 2023 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table for 2023 on page 66. For 2023, the value of the annual total compensation of the median employee was $69,850 CAD and using an exchange rate as of December 31, 2023 of 0.75434 results in a US equivalent of $52,691. For 2023, the annual total compensation of our CEO was $20,150,620. The resulting pay ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees (other than our CEO) for 2023 was approximately 382 to 1.

  125. Pay Ratio Disclosure

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  126. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years in the four-year period ended December 31, 2023, and our financial performance for each such fiscal year:

  127. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | Return on Equity(3) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(2) | | | | 2023 | 20,150,620 | 24,757,884 | 7,028,000 | 7,810,003 | 124.27 | 150.97 | 1,391,400,000 | 40.5% | | 2022 | 20,679,168 | 24,500,414 | 7,771,045 | 8,841,167 | 113.42 | 127.21 | 1,316,500,000 | 40.4% | | 2021 | 19,981,715 | 28,011,719 | 7,294,539 | 8,650,622 | 98.01 | 139.44 | 1,407,800,000 | 44.3% | | 2020 | 11,147,799 | 14,522,809 | 2,569,825 | 3,475,738 | 80.42 | 91.93 | 945,400,000 | 31.8% |

  128. Pay Versus Performance Table

    (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  129. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2023 | John Wren | Daryl Simm, Philip Angelastro, Jonathan Nelson and Louis Januzzi | | 2022 | John Wren | Daryl Simm, Philip Angelastro, Jonathan Nelson and Michael O’Brien | | 2021 | John Wren | Daryl Simm, Philip Angelastro, Jonathan Nelson and Michael O’Brien | | 2020 | John Wren | Philip Angelastro, Jonathan Nelson, Michael O’Brien and Rochelle Tarlowe |

  130. Pay Versus Performance Table

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as set forth in the table below, and determined in accordance with SEC rules. The dollar amounts shown do not reflect the value of vested compensation actually received by our NEOs during the applicable year. Instead, the dollar amounts also include the values of unvested and vested equity awards during the applicable year based on year-end stock prices, various accounting valuation assumptions and projected performance related to our PRSUs. “Compensation actually paid,” determined in accordance with SEC rules, will generally fluctuate due to stock price achievement and varying levels of projected and actual achievement of performance goals applicable to our PRSUs. For a discussion of how our Compensation Committee assesses performance and our NEOs’ pay each year, please see the Compensation Discussion & Analysis section of the proxy statements reporting pay for the applicable fiscal years.

  131. Pay Versus Performance Table

    | Adjustments | 2023 | | | | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(6,999,965) | $(3,100,013) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $6,569,396 | $2,909,331 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $1,015,140 | $371,537 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $1,616,060 | $219,695 | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $2,406,633 | $381,453 | | TOTAL ADJUSTMENTS | $4,607,264 | $782,003 |

  132. Pay Versus Performance Table

    (2) Represents the cumulative TSR (the “Peer Group TSR”) for the following peer companies for each fiscal year: The Interpublic Group of Companies, Inc., WPP plc and Publicis Groupe SA. (3) Return on Equity is a non-GAAP measure and is calculated by dividing our total net income for the applicable fiscal year, as reported in our consolidated financial statements contained in our Annual Report on Form 10-K for the applicable fiscal year, by our average shareholders’ equity for such fiscal year. Average shareholders’ equity for a fiscal year is determined by averaging our fiscal year-end shareholders’ equity and our prior fiscal year-end shareholders’ equity, as reported in our consolidated financial statements contained in our Annual Report on Form 10-K for the applicable fiscal year.

  133. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Relationship Between Financial Performance Measures The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income and (iv) our return on equity, in each case, for the fiscal years in the four-year period ended December 31, 2023. (1) Net income for 2021 includes $50.5 million related to a gain on the disposition of a subsidiary in the second quarter of the year. Net income for 2022 includes a pre-tax charge of $113.4 million in operating expenses related to the effects of the war in Ukraine, resulting in an additional $4.8 million of income tax expense. For 2023, the net impact of real estate repositioning costs, a gain on disposition of subsidiaries and acquisition transaction costs reduced net income by $102.6 million.

  134. Narrative Disclosure to Pay Versus Performance Table

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  135. Narrative Disclosure to Pay Versus Performance Table

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to determine compensation actually paid to our NEOs for the fiscal year ended December 31, 2023: ■ Return on Equity; ■ Organic Growth; ■ Adjusted Operating Margin; ■ Adjusted Diluted EPS Growth; and ■ Adjusted EBITA Margin. For additional details regarding our most important financial performance measures, please see the section titled “Performance-Based Compensation Awards” in our Compensation Discussion and Analysis elsewhere in this Proxy Statement.