DEF 14A of Omnicom Group Inc., Dec 22, 2025

DEF 14A of Omnicom Group Inc.

Filed Dec 22, 2025 · FY20240001213900-25-124548

Open on EDGAR

  1. Directors’ Compensation for Fiscal Year 2024

    | Name of Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Mary C. Choksi | $225,000 | $175,000 | $400,000 | | Leonard S. Coleman, Jr. | $176,000 | $175,000 | $351,000 | | Mark D. Gerstein | $152,000 | $175,000 | $327,000 | | Ronnie S. Hawkins | $140,000 | $175,000 | $315,000 | | Deborah J. Kissire | $188,000 | $175,000 | $363,000 | | Gracia C. Martore | $190,000 | $175,000 | $365,000 | | Patricia Salas Pineda | $138,000 | $175,000 | $313,000 | | Linda Johnson Rice | $140,000 | $175,000 | $315,000 | | Cassandra Santos | $126,000 | $175,000 | $301,000 | | Valerie M. Williams | $152,000 | $175,000 | $327,000 |

  2. Compensation Discussion & Analysis

    ELEMENTS OF OMNICOM COMPENSATION AND FISCAL YEAR 2024 DECISIONS For Messrs. Wren, Simm and Angelastro, our principal components of pay for performance in 2024 were a base salary, an Annual Incentive Award based on 2024 performance, and an award of PRSUs that is contingent upon the long-term performance of the Company. For Messrs. Januzzi and Tarlowe, our principal components of pay for performance in 2024 were a base salary, an Annual Incentive Award based on 2024 performance and an award of RSUs that vests pro-rata annually 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 2024 were made for each NEO are more fully discussed in the sections that follow.

  3. Compensation Discussion & Analysis

    The objective of base salary is to provide a portion of compensation to the NEO that is not “at risk,” such as incentive bonuses or equity awards, and is generally unaffected by fluctuations in company performance or the market in general. The base salaries for the NEOs are determined by the Compensation Committee. Adjustments in base salary for NEOs are not automatic or formulaic, and are ultimately made by the Compensation Committee in the exercise of its business judgment. Omnicom considers a number of factors when determining whether to make base salary adjustments, which factors may include advice from our compensation consultant, the general knowledge of our Chief Executive Officer and Compensation Committee of base salaries paid to similarly positioned executives, salaries paid historically, tax and accounting changes that may affect the Company, as well as personal performance as assessed by the Compensation Committee and the Chief Executive Officer. Normally, base salary adjustments are generally considered no more frequently than every 24 months. Effective March 1, 2024, Mr. Januzzi’s base salary was increased from $500,000 to $650,000 to reflect his performance in his role as General Counsel of the Company. Based on our Chief Executive Officer’s and the Compensation Committee’s general knowledge of base salaries paid to similarly positioned executives at companies of comparable size and profitability, and the Compensation Committee’s emphasis on performance-based compensation, no NEO’s base salary, other than Mr. Januzzi’s as described above, was adjusted in 2024. 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 2024, each of which is discussed in greater detail below. Determination of Annual Incentive Award:

  4. Compensation Discussion & Analysis

    | STEP 2 | | Setting Performance Measures for 2024 The Compensation Committee sets metrics and quantitative and qualitative performance measures for earning an Annual Incentive Award. | | | | |

  5. 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% | ■ Assessment of executive performance in furtherance of our business strategy, as described below | ■ Focuses on executive performance |

  6. 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

  7. 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 |

  8. 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 2024 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%)

  9. 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”).

  10. 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

  11. 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 |

  12. 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 2024, 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%)

  13. 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”).

  14. 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. | | | | |

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

    | Name of Executive | Threshold | Target | Maximum | | John Wren | $0 | $8,300,000 | $16,600,000 | | Daryl Simm | $0 | $3,700,000 | $7,400,000 | | Philip Angelastro | $0 | $3,500,000 | $7,000,000 | | Louis Januzzi | $0 | $530,000 | $1,060,000 | | Rochelle Tarlowe | $0 | $325,000 | $650,000 |

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

    For performance in fiscal year 2024, 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 2024” 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.

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

    | www.omnicomgroup.com | 23 |

  18. 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. | | | | |

  19. 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 B show the adjustments made to Omnicom Group Inc.’s Operating Income.

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

    | | 2024 Performance | Peer Metric Group Rank | Weight | Peer Multiplier | Weighted Score | | Return On Equity | 37.9% | 1 | 40% | 2.00 | 0.800 | | Organic Growth | 5.2% | 2 | 20% | 1.50 | 0.300 | | Adjusted Operating Margin | 15.0% | 1 | 20% | 2.00 | 0.400 | | Organic Growth + Adjusted Operating Margin | 20.2% | 1 | 20% | 2.00 | 0.400 | | Total | | | | | 1.900 | | Peer Weighted Score of 1.900 x metric weighting of 40% | | | | | 76.0% |

  21. Fiscal Year 2024 Calculation of Annual Incentive Award

    Fiscal Year 2024 Calculation of Annual Incentive Award

  22. Fiscal Year 2024 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 | $8,300,000 | 76.0% | 67.3% | 20.0% | 163.3% | $13,557,000 | | Daryl Simm | $3,700,000 | 76.0% | 67.3% | 20.0% | 163.3% | $6,043,000 | | Philip Angelastro | $3,500,000 | 76.0% | 67.3% | 20.0% | 163.3% | $5,717,000 | | Louis Januzzi | $530,000 | 76.0% | 67.3% | 20.0% | 163.3% | $866,000 | | Rochelle Tarlowe | $325,000 | 76.0% | 67.3% | 20.0% | 163.3% | $531,000 |

  23. Fiscal Year 2024 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. | | | | |

  24. 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 Ms. Tarlowe, as shown below, in order to reallocate the funds to the general incentive compensation pool to be reallocated to other employees. In recognition of Mr. Januzzi’s performance in his role as General Counsel of the Company, the Committee and management agreed to adjust his Annual Incentive Award as shown below.

  25. Adjustments to Calculated Annual Incentive Award

    | Name | Total Annual Incentive Award Earned | Adjustment | Total Final Annual Incentive Award | | John Wren | $13,557,000 | $(57,000) | $13,500,000 | | Daryl Simm | $6,043,000 | $(1,043,000) | $5,000,000 | | Philip Angelastro | $5,717,000 | $(1,217,000) | $4,500,000 | | Louis Januzzi | $866,000 | $134,000 | $1,000,000 | | Rochelle Tarlowe | $531,000 | $(81,000) | $450,000 |

  26. Adjustments to Calculated Annual Incentive Award

    | www.omnicomgroup.com | 25 |

  27. Adjustments to Calculated Annual Incentive Award

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

  28. Adjustments to Calculated Annual Incentive Award

    On May 6, 2024, 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 2024 on page 32 and the Grants of Plan-Based Awards in 2024 table on page 33. 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 (2024 to 2026) 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 2027, our average return on equity over calendar years 2024, 2025 and 2026 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, 2026, 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, 2026 and such shares will be distributed in 2027 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. 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.”

  29. Adjustments to Calculated Annual Incentive Award

    | STEP 8 | | Long-Term Incentive Compensation: Time-Based Equity Awards The Compensation Committee granted to Mr. Januzzi and Ms. Tarlowe RSUs that vest pro-rata annually over a five-year period. Additionally, Messrs. Wren, Simm, Angelastro and Januzzi received time-based equity awards in lieu of cash for all or a portion of their 2024 Annual Incentive Award. | | | | |

  30. 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. Mr. Januzzi and Ms. Tarlowe received an award of RSUs on May 6, 2024. Information related to these awards is presented below in the Summary Compensation Table for 2024 on page 32 and the Grants of Plan-Based Awards in 2024 table on page 33. Each award of RSUs will be eligible to vest pro-rata annually over five years and each RSU represents the right to receive one share of our common stock upon vesting. Mr. Januzzi and Ms. Tarlowe 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 lieu of cash, in March 2025, the Compensation Committee elected to pay all or a portion of Messrs. Wren, Simm, Angelastro and Januzzi’s 2024 Annual Incentive Award in the form of stock options and/or RSUs. In making this election, the Compensation Committee sought to better align the interests of the shareholders with those of the NEOs by further incentivizing these NEOs toward the creation and preservation of long-term shareholder value.

  31. Adjustments to Calculated Annual Incentive Award

    | Name | Total Final Incentive Award | Cash Portion | Dollar Value of Stock Option Portion | Dollar Value of RSU Portion | Total Dollar Value of Non-Cash Portion | | John Wren | $13,500,000 | $0 | $13,500,000 | $0 | $13,500,000 | | Daryl Simm | $5,000,000 | $500,000 | $2,250,000 | $2,250,000 | $4,500,000 | | Philip Angelastro | $4,500,000 | $500,000 | $2,000,000 | $2,000,000 | $4,000,000 | | Louis Januzzi | $1,000,000 | $500,000 | $0 | $500,000 | $500,000 |

  32. Adjustments to Calculated Annual Incentive Award

    Each stock option has a per-share exercise price equal to the closing price of our common stock on the date of grant and, consequently, will only have value if our common stock price appreciates. The Compensation Committee determined that paying Mr. Wren his 2024 Annual Incentive Award entirely in the form of stock options was appropriate given his role as our Chief Executive Officer in order to further incentivize him toward creating superior value for our shareholders. Each award of stock options granted in respect of the 2024 Annual Incentive Award will vest pro-rata annually over a three-year period following the date of grant, subject generally to continued service. Each award of RSUs granted in respect of the 2024 Annual Incentive Award will vest pro-rata annually over a five-year period following the date of grant, subject generally to continued service. Furthermore, each NEO is entitled to accelerated vesting of a pro-rated portion of the these time-based equity awards upon a termination of employment due to disability and accelerated vesting of all such awards in the event of death.

  33. Adjustments to Calculated Annual Incentive Award

    | www.omnicomgroup.com | 27 |

  34. 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 an Executive Salary Continuation Plan Agreement with Mr. 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 Mr. 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 or her 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 2024. Balance and payment information with respect to prior elections is reflected in the Nonqualified Deferred Compensation in 2024 table on page 35. 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 2024, 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 or her 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 Internal Revenue Service (“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 2024 on page 32. Employment Agreement. In July 2021, Omnicom Management Inc. entered into an employment agreement with Mr. Wren pursuant to which he served as the Chairman and Chief Executive Officer of the Company during 2024 (the “Employment Agreement”). The initial term of Mr. Wren’s employment agreement was through December 31, 2024, and was 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, the Employment Agreement could 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, under the Employment Agreement, if Mr. Wren steps down as the Chief Executive Officer of the Company, he would continue to serve as Executive Chairman while he is a member of the Board. Mr. Wren’s Employment Agreement also provided 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. As of March 27, 2025, FW Cook stated that it holds no Omnicom stock, and the Compensation Committee believed 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 2024:

  35. Adjustments to Calculated Annual Incentive Award

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

  36. Adjustments to Calculated Annual Incentive Award

    Accounting and Tax Considerations

  37. 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, timing of grants 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. | | Insider Trading Policy | Our Code of Business Conduct includes our policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. |

  38. 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) 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, 2024, 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 exceptions, 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. This policy generally prohibits the grant of equity awards during periods when trading in our common stock is prohibited due to the imposition of a blackout period for possession of material, non-public information. If awards are granted during a time when trading in common stock is prohibited, the Compensation Committee and the Board must consider the possible impact of any material non-public information on the value of such equity awards. To the extent practicable, all awards granted by the Compensation Committee must be granted on pre-established meeting dates for the Compensation Committee. 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. Insider Trading Policy. Our Code of Business Conduct includes our policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. The policy includes provisions that prohibit the use of material nonpublic information for personal gain and the sharing of material nonpublic information with others.

  39. Summary Compensation Table for 2024

    Summary Compensation Table for 2024

  40. Summary Compensation Table for 2024

    | 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 | Value of Long-Term Equity Portion at Grant Date | | | | | | | | | RSUs/Options | | | | John D. Wren | 2024 | $1,000,000 | $7,000,060(3) | — | $13,500,000(4) | $173,535 | $21,673,595 | | Chairman and Chief | 2023 | $1,000,000 | $6,999,965 | $9,500,000 | $2,500,000 | $150,655 | $20,150,620 | | Executive Officer | 2022 | $1,000,000 | $7,500,003 | $12,000,000 | — | $179,165 | $20,679,168 | | Daryl D. Simm | 2024 | $1,000,000 | $5,000,016(3) | $500,000 | $4,500,000(4) | $24,968 | $11,024,984 | | President and Chief | 2023 | $1,000,000 | $5,000,028 | $3,900,000 | $1,100,000 | $20,845 | $11,020,873 | | Operating Officer | 2022 | $992,708 | $4,749,999 | $5,000,000 | — | $24,412 | $10,767,119 | | Philip J. Angelastro | 2024 | $950,000 | $4,500,052(3) | $500,000 | $4,000,000(4) | $7,200 | $9,957,252 | | Executive VP | 2023 | $950,000 | $4,500,043 | $3,400,000 | $1,100,000 | $20,400 | $9,970,443 | | and Chief | 2022 | $920,835 | $4,499,971 | $4,500,000 | — | $21,350 | $9,942,156 | | Financial Officer | | | | | | | | | Louis F. Januzzi | 2024 | $625,000(5) | $499,964(6) | $500,000 | $500,000(4) | — | $2,124,964 | | Senior VP, | 2023 | $500,000 | $500,077 | $500,000 | $500,000 | — | $2,000,077 | | General Counsel | | | | | | | | | and Secretary | | | | | | | | | Rochelle M. Tarlowe | 2024 | $425,000 | $450,108(6) | $450,000 | — | $2,125 | $1,327,233 | | Senior VP, | | | | | | | | | and Treasurer | | | | | | | |

  41. Summary Compensation Table for 2024

    (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 ($139,054), an auto allowance ($9,120), a medical allowance ($4,000) and an award pursuant to Company policy for long-term service ($5,000); for Mr. Simm, personal use of aircraft hours ($8,723) and an auto allowance ($9,120); for Mr. Angelastro, an auto allowance ($7,200); and for Ms. Tarlowe, an award pursuant to Company policy for long-term service ($2,125). ■ Employer premium payments for life insurance: for Mr. Wren ($16,361) and Mr. Simm ($7,125). (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 (2024 to 2026) 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,” amounts shown in this column represent the portion of the Annual Incentive Award for 2024 that the Compensation Committee, as permitted under the Incentive Award Plan, elected to pay in an award of RSUs and/or stock options, in lieu of cash. The stock options vest pro-rata annually over three years, and the RSUs vest pro-rata annually over five years, each subject generally to continued service. The amounts shown reflect the grant date fair value of the award. The ultimate value received by the NEO will depend on the number of RSUs and/or options that ultimately vest and the value of the underlying common stock on and/or after the date of vesting. See the section entitled “Compensation Discussion and Analysis: Step 8: Long-Term Incentive Compensation: Time-Based Equity Awards” on page 26 above for additional information about the stock option and RSU awards and the amounts of each award. (5) Effective March 1, 2024, Mr. Januzzi’s salary was increased to $650,000. The amount disclosed in the Summary Compensation Table reflects what Mr. Januzzi actually earned for 2024. (6) Represents the grant date fair value of a one-time award of RSUs that vest pro-rata annually 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 2024 10-K.

  42. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The below table provides information about equity and non-equity awards granted to the NEOs with respect to 2024.

  43. Grants of Plan-Based Awards in 2024

    | 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 | 05/06/2024 | $0 | $8,300,000 | $16,600,000 | 25,164 | 49,952 | 75,116 | 0 | $7,000,060 | | Daryl Simm | 05/06/2024 | $0 | $3,700,000 | $7,400,000 | 17,974 | 35,680 | 53,654 | 0 | $5,000,016 | | Philip Angelastro | 05/06/2024 | $0 | $3,500,000 | $7,000,000 | 16,177 | 32,112 | 48,289 | 0 | $4,500,052 | | Louis Januzzi | 05/06/2024 | $0 | $530,000 | $1,060,000 | 0 | 0 | 0 | 5,365 | $499,964 | | Rochelle Tarlowe | 05/06/2024 | $0 | $325,000 | $650,000 | 0 | 0 | 0 | 4,830 | $450,108 |

  44. Grants of Plan-Based Awards in 2024

    (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 18. Awards paid or payable for performance in 2024 are reflected in the Summary Compensation Table for 2024 on page 32. (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 ($93.19). The PRSUs vest based on performance as described in greater detail on page 26. The reported dollar value of the RSUs granted to Mr. Januzzi and Ms. Tarlowe was calculated by multiplying the number of shares subject to the award by the closing price on the grant date ($93.19). The RSUs vest pro-rata annually over a five-year period.

  45. Grants of Plan-Based Awards in 2024

    | www.omnicomgroup.com | 33 |

  46. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table provides information on the holdings of unvested stock awards by the NEOs as of December 31, 2024. For additional information about the stock awards, see the description of equity incentive compensation in the section entitled “Compensation Discussion and Analysis” on page 18.

  47. Outstanding Equity Awards at 2024 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 | — | — | — | 25,836 | $2,222,929 | 248,723 | $21,400,127 | | Daryl Simm | — | — | — | 37,358 | $3,214,282 | 169,753 | $14,605,548 | | Philip Angelastro | — | — | — | 11,367 | $978,017 | 155,708 | $13,397,116 | | Louis Januzzi | 11,425(4) | $69.23 | 07/21/2032 | 18,682 | $1,607,399 | — | — | | Rochelle Tarlowe | — | — | — | 15,121 | $1,301,011 | — | — |

  48. Outstanding Equity Awards at 2024 Year-End

    (1) The vesting dates of stock awards disclosed in this column are as follows: ■ Mr. Wren: 8,612 restricted stock units are scheduled to vest on each of May 15, 2025, 2026 and 2027. ■ Mr. Simm: 10,989 restricted stock units are scheduled to vest on August 15, 2025. 7,501 restricted stock units are scheduled to vest on each of August 15, 2025 and 2026. 3,789 restricted stock units are scheduled to vest on each of August 15, 2025, 2026 and 2027. ■ Mr. Angelastro: 3,789 restricted stock units are scheduled to vest on each of May 15, 2025, 2026 and 2027. ■ Mr. Januzzi: 824 restricted stock units are scheduled to vest on August 15, 2025. 625 restricted stock units are scheduled to vest on each of August 15, 2025 and 2026. 579 restricted stock units are scheduled to vest on each of August 15, 2025, 2026 and 2027. 1,085 restricted stock units are scheduled to vest on each of August 15, 2025, 2026, 2027 and 2028. 2,795 restricted stock units are scheduled to vest on each of May 15, 2025, 2026, 2027. 1,073 restricted stock units are scheduled to vest on each of May 15, 2028 and 2029. ■ Ms. Tarlowe: 1,141 restricted stock units are scheduled to vest on May 15, 2025. 922 restricted stock units are scheduled to vest on each of May 15, 2025 and 2026. 1,258 restricted stock units are scheduled to vest on each of August 15, 2025, 2026 and 2027. 883 restricted stock units are scheduled to vest on each of August 15, 2025, 2026, 2027 and 2028. 966 restricted stock units are scheduled to vest on each of May 15, 2025, 2026, 2027, 2028 and 2029. (2) The market value of stock awards was determined by multiplying the number of unvested shares by $86.04, the closing price of Omnicom common stock on December 31, 2024. (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, 2024, December 31, 2025, and December 31, 2026, compared to a pre-established peer group. ■ Mr. Wren: 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. A maximum of 75,116 performance restricted stock units are scheduled to vest based on performance through December 31, 2026. ■ 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. A maximum of 53,654 performance restricted stock units are scheduled to vest based on performance through December 31, 2026. ■ Mr. Angelastro: 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. A maximum of 48,289 performance restricted stock units are scheduled to vest based on performance through December 31, 2026. (4) The option is scheduled to vest on July 15, 2027.

  49. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 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 2024.

  50. Option Exercises and Stock Vested in 2024

    | 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 | 107,825 | $10,048,212 | — | — | | Daryl Simm | — | — | 23,876 | $2,296,871 | | Philip Angelastro | 58,086 | $5,413,034 | — | — | | Louis Januzzi | — | — | 3,592 | $347,135 | | Rochelle Tarlowe | — | — | 5,281 | $511,044 |

  51. Option Exercises and Stock Vested in 2024

    (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.

  52. Nonqualified Deferred Compensation in 2024

    Nonqualified Deferred Compensation in 2024 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 28 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 2024, 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.

  53. Nonqualified Deferred Compensation in 2024

    | 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 | — | $(63,915) | — | $11,700,580 | | Daryl Simm | — | — | — | — | | Philip Angelastro | — | — | — | — | | Louis Januzzi | — | — | — | — | | Rochelle Tarlowe | — | — | — | — |

  54. Nonqualified Deferred Compensation in 2024

    (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 31, 2024, multiplied by the Omnicom closing stock price as of December 31, 2024, less the total number of such deferred shares multiplied by the Omnicom closing stock price as of December 29, 2023, the last trading day of the 2023 fiscal year.

  55. 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, 2024. Except for the arrangements described below, as of December 31, 2024, 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.

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

    | www.omnicomgroup.com | 35 |

  57. 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 in 2024. 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 Mr. 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 his agreeing to consult and be 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. Mr. Januzzi’s Executive Salary Continuation Agreement remains subject to vesting and, as of December 31, 2024, he was not entitled to any payments, except in the event of termination due to death. Consulting Obligation and Certain Restrictive Covenants Mr. Januzzi has agreed to serve as advisor or consultant to Omnicom during his applicable payment period, subject to certain limitations. In addition, he 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. Januzzi is entitled to receive annual payments, once his benefits have vested, for the duration of the payment period. Annual payments are equal to 50% of the highest annual base salary paid to Mr. Januzzi 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. Januzzi is entitled to payment, except in the event of Mr. Januzzi’s death or disability. Upon vesting, Mr. Januzzi will be 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. Januzzi will also be entitled to 100% of the annual payment amount upon vesting. In the event of death, Mr. Januzzi’s beneficiary or beneficiaries are entitled to 75% of the annual payment amount. No annual benefits are payable if Mr. Januzzi 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 2024. The Senior Management Incentive Plan provides performance-based bonuses to participants, based upon specific performance criteria, discussed on page 21 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 or she 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, 2024, 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. Wren, Simm, Angelastro and Januzzi, and Ms. Tarlowe, hold unvested RSUs that generally vest based on continued employment and the passage of time. Messrs. Wren, Simm, Angelastro and Januzzi also hold stock options that generally vest based on continued employment and the passage of time. As specified below, such NEOs are entitled to accelerated vesting of these awards (a) on a pro rata basis upon termination of employment due to disability and (b) upon death. Additionally, the options held by Messrs. Wren, Simm, Angelastro and Januzzi shall become exercisable in full upon their retirement.

  58. 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 options, 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.

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

    | www.omnicomgroup.com | 37 |

  60. 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, 2024; and (b) the price per share of Omnicom common stock equals $86.04, the closing price of Omnicom common stock on December 31, 2024.

  61. 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) | $1,537,500 | $1,537,500 | — | $1,537,500 | $1,537,500 | $1,537,500 | — | | ■ PRSU/RSU Awards(3)(4) | $8,709,657 | $5,292,259 | — | — | — | — | — | | Daryl Simm | | | | | | | | | ■ SERCR Plan(2) | $1,537,500 | $1,537,500 | — | $1,537,500 | $1,537,500 | $1,537,500 | — | | ■ PRSU/RSU Awards(3)(4) | $7,847,708 | $4,798,230 | — | — | — | — | — | | Philip Angelastro | | | | | | | | | ■ SERCR Plan(2) | $1,537,500 | $1,537,500 | — | $1,537,500 | $1,537,500 | $1,537,500 | — | | ■ PRSU/RSU Awards(3)(4) | $5,148,117 | $3,207,472 | — | — | — | — | — | | Louis F. Januzzi | | | | | | | | | ■ Executive Salary Continuation Agreement | $234,375(5) | — | — | — | — | — | — | | ■ RSU Awards/Options(4)(6) | $1,799,454 | $840,277 | — | — | $192,054 | — | — | | Rochelle M. Tarlowe | | | | | | | | | ■ RSU Awards(4) | $1,301,011 | $671,609 | — | — | — | — | — |

  62. 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 2025. 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, 2024, subject to an annual cost-of-living adjustment of up to 2.5% per year beginning in 2024. 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 31, 2024. 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, 2024 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 31, 2024. For additional information, please read the discussion above in our “Compensation Discussion and Analysis.” (5) This reflects 75% of Mr. Januzzi’s annual payment amount, payable to his designated beneficiary or beneficiaries. Nine annual payments in this amount would be paid to such beneficiary or beneficiaries, with the first payment being made in 2025. (6) 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 31, 2024, and subtracting the aggregate cost of the strike price for the options.

  63. 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, 2024, 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 7% higher on October 31, 2024, than on October 31, 2023. As of October 31, 2024, we determined that our employee population consisted of a total of 85,458 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 4,273 individuals who provided services to us in Argentina, Chile, Colombia, Egypt, Qatar, the Philippines and Thailand. We identified the median employee by examining all gross base salaries during the month of October 2024 for the remaining employee population, as of October 31, 2024, of 81,217 individuals. Unlike our 2024 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, 2024. 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, 2024. Using this methodology, we determined that our median employee was an employee in Ireland. We believe our methodology represents a consistently applied compensation measure that appropriately identifies our median employee. After identifying the median employee for 2024, we calculated the annual total compensation for 2024 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table for 2024 on page 32. For 2024, the value of the annual total compensation of the median employee was 42,083 Euro and using an exchange rate as of December 31, 2024 of 1.04156 results in a US equivalent of $43,832. For 2024, the annual total compensation of our CEO was $21,673,595. 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 2024 was approximately 494 to 1.

  64. Pay Ratio Disclosure

    | www.omnicomgroup.com | 39 |

  65. 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 five-year period ended December 31, 2024, and our financial performance for each such fiscal year:

  66. 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) | | | | 2024 | 21,673,595 | 23,662,700 | 6,108,608 | 6,476,397 | 127.36 | 172.47 | 1,480,600,000 | 37.9% | | 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% |

  67. 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:

  68. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2024 | John Wren | Daryl Simm, Philip Angelastro, Louis Januzzi and Rochelle Tarlowe | | 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 |

  69. 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.

  70. Pay Versus Performance Table

    | Adjustments | 2024 | | | | 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 | $(7,000,060) | $(2,612,535) | | 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(4) | $6,186,019 | $2,337,316 | | 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 | $(81,595) | $(31,484) | | 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 | $720,271 | $177,487 | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $2,164,470 | $497,005 | | TOTAL ADJUSTMENTS | $1,989,105 | $367,789 |

  71. 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. (4) Amount includes both (i) the fair value of the awards granted in 2024, as reported in the Summary Compensation Table for 2024 on page 32, that remain unvested as of 2024 fiscal year-end, determined as of 2024 fiscal year-end, and (ii) the incremental change in the value of the portion of the Annual Incentive Award for performance in 2023 that the Compensation Committee elected to pay in RSUs, as reflected in the Summary Compensation Table for 2024.

  72. 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, 2024. (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. For 2024, the impact of repositioning costs, primarily related to severance and acquisition transaction costs, reduced net income by $56.0 million.

  73. Narrative Disclosure to Pay Versus Performance Table

    | www.omnicomgroup.com | 41 |

  74. 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, 2024: ■ 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.

  75. Narrative Disclosure to Pay Versus Performance Table

    | STOCK OWNERSHIP INFORMATION | | | | Security Ownership of Certain Beneficial Owners and Management |

  76. Narrative Disclosure to Pay Versus Performance Table

    The following table sets forth certain information as of the close of business on December 17, 2025 (except as otherwise noted), with respect to the beneficial ownership of our common stock by: ■ each person known by Omnicom to own beneficially more than 5% of our outstanding common stock; ■ each current director; ■ each NEO; and ■ all directors and executive officers as a group. The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, the address for each individual listed below is c/o Omnicom Group Inc., 280 Park Avenue, New York, New York 10017.

  77. Narrative Disclosure to Pay Versus Performance Table

    | Name | Number of Shares Owned(1) | Options Exercisable within 60 Days | Total Beneficial Ownership | Percent of Shares Outstanding(2) | | State Street Corporation(3) | 26,656,167 | — | 26,656,167 | 8.5% | | The Vanguard Group(4) | 23,239,184 | — | 23,239,184 | 7.4% | | BlackRock, Inc.(5) | 18,140,257 | — | 18,140,257 | 5.8% | | Philip J. Angelastro(6) | 439,460 | — | 439,460 | * | | Mary C. Choksi | 44,964 | — | 44,964 | * | | Leonard S. Coleman, Jr. | 47,654 | — | 47,654 | * | | Mark D. Gerstein | 13,142 | — | 13,142 | * | | Ronnie S. Hawkins | 19,694 | — | 19,694 | * | | Louis F. Januzzi(7) | 9,231 | — | 9,231 | * | | Deborah J. Kissire | 25,168 | — | 25,168 | * | | Philippe Krakowsky | 104,299 | 86,000 | 190,299 | * | | Gracia C. Martore | 25,897 | — | 25,897 | * | | Patrick Q. Moore | 22,269 | — | 22,269 | * | | Patricia Salas Pineda | 9,135 | — | 9,135 | * | | Linda Johnson Rice | 12,214 | — | 12,214 | * | | Cassandra Santos | 4,496 | — | 4,496 | * | | Daryl D. Simm(8) | 124,214 | — | 124,214 | * | | Rochelle M. Tarlowe(9) | 2,068 | — | 2,068 | * | | Valerie M. Williams | 23,852 | — | 23,852 | * | | John D. Wren(10) | 1,343,703 | 761,904 | 2,105,607 | * | | E. Lee Wyatt Jr. | 22,269 | — | 22,269 | * | | All directors and executive officers as a group (17 persons) | 2,291,661 | 847,904 | 3,139,565 | 1.0% |

  78. Narrative Disclosure to Pay Versus Performance Table

    * less than 1%.

  79. Narrative Disclosure to Pay Versus Performance Table

    | www.omnicomgroup.com | 43 |

  80. Narrative Disclosure to Pay Versus Performance Table

    STOCK OWNERSHIP INFORMATION (1) This column lists voting securities, and securities the payout of which has been deferred at the election of the holder. Each director or executive officer has sole voting and investment power with respect to the shares reported. The amounts in the column include: ■ shares held pursuant to the outside director equity plan, the payout of which has been deferred at the election of the holder, namely, Ms. Choksi – 44,964 shares, Mr. Coleman – 31,354 shares, Mr. Gerstein – 13,142 shares, Mr. Hawkins – 12,400 shares, Ms. Kissire – 25,168 shares, Ms. Martore – 23,299 shares, Ms. Pineda – 8,877 shares, Ms. Rice – 10,419 shares, Ms. Santos – 2,590 shares and Ms. Williams – 23,852 shares; ■ shares previously held under restricted stock awards, the payout of which has been deferred at the election of the holder, namely, Mr. Wren – 135,990 shares; and ■ shares credited under the Omnicom Group Retirement Savings Plan, namely, Mr. Angelastro – 1,752 shares and Mr. Wren – 36,250 shares. (2) The number of shares of common stock outstanding on December 17, 2025 was 314,603,664. The percent of common stock is based on such number of shares and is rounded off to the nearest one-tenth of a percent. (3) Stock ownership is based solely on a Schedule 13G filed with the SEC on December 5, 2025, by State Street Corporation (“State Street”). In the filing, State Street reported having shared voting power over 21,217,571 shares and shared dispositive power over 26,655,151 shares. State Street has certified in its Schedule 13G that our stock was acquired and is held in the ordinary course of business, and was not acquired and is not held for the purpose of changing or influencing control of Omnicom. The address of State Street is One Congress Street, Suite 1, Boston, MA 02114. (4) Stock ownership is based solely on a Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group (“Vanguard”). In the filing, Vanguard reported having shared voting power over 247,491 shares, sole dispositive power over 22,366,460 shares and shared dispositive power over 872,724 shares. Vanguard has certified in its Schedule 13G/A that our stock was acquired and is held in the ordinary course of business, and was not acquired and is not held for the purpose of changing or influencing control of Omnicom. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. (5) Stock ownership is based solely on a Schedule 13G/A filed with the SEC on January 24, 2024, by BlackRock, Inc. (“BlackRock”). In the filing, BlackRock reported having sole voting power over 16,387,315 shares and sole dispositive power over 18,140,257 shares. BlackRock has certified in its Schedule 13G/A that our stock was acquired and is held in the ordinary course of business, and was not acquired and is not held for the purpose of changing or influencing control of Omnicom. The address of BlackRock is 50 Hudson Yards, New York, NY 10001. (6) Excludes 97,107 unvested PRSUs, 32,458 unvested RSUs and 118,554 unvested options granted to Mr. Angelastro pursuant to our equity plans, for which he does not have the right to acquire the underlying shares within 60 days of December 17, 2025. (7) Excludes 25,764 unvested RSUs and 11,425 unvested options granted to Mr. Januzzi pursuant to our equity plans, for which he does not have the right to acquire the underlying shares within 60 days of December 17, 2025. (8) Excludes 107,896 unvested PRSUs, 43,069 unvested RSUs and 133,374 unvested options granted to Mr. Simm pursuant to our equity plans, for which he does not have the right to acquire the underlying shares within 60 days of December 17, 2025. (9) Excludes 16,046 unvested RSUs granted to Ms. Tarlowe pursuant to our equity plans, for which she does not have the right to acquire the underlying shares within 60 days of December 17, 2025. (10) Excludes 151,054 unvested PRSUs, 17,224 unvested RSUs and 4,038,334 unvested options granted to Mr. Wren pursuant to our equity plans, for which he does not have the right to acquire the underlying shares within 60 days of December 17, 2025.

  81. Narrative Disclosure to Pay Versus Performance Table

    | INFORMATION ABOUT VOTING AND THE MEETING | | |