OMC Omnicom Group Inc

NOTICE OF 2025 ANNUAL MEETING OF
SHAREHOLDERS

PROXY SUMMARY

This summary highlights selected information about the items to be voted on at the 2025 Annual Meeting of Shareholders (or “2025 Annual Meeting”). This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire Proxy Statement carefully before voting.

Meeting Agenda and Voting Recommendations

Board Nominees Snapshot

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.

SHAREHOLDER ENGAGEMENT

Ongoing shareholder engagement is a priority for our Board and management team. In the fall of 2024, 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 26% 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

■    Management succession planning

■    Executive compensation program

■    Governance practices

■    Human capital management initiatives

■    Environmental initiatives

We have made a number of changes in recent years that are aligned with perspectives shared through ongoing shareholder engagement efforts, which management regularly reviews with the Board, including:

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

The chart below outlines the metrics used in determining our Annual Incentive Award for 2024. The program is discussed in greater detail below in the section entitled “Calculation of Annual Incentive Award” on page 51.

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.

Nominations for directors at our 2026 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 82 in the section entitled “Shareholder Proposals and Director Nominations for the 2026 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 2025 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.

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 votes 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.

Board’s Role and Responsibilities

The Board oversees Omnicom’s strategy setting and review process, which is led by the Company’s management team and is focused on execution of a long-term strategy to deliver value to our shareholders. The Board reviews and assesses the strategic priorities developed and implemented by management under the direction of Omnicom’s Chairman and CEO, John Wren. The Board also oversees management succession planning and regularly discusses succession planning for the CEO and other key executive roles. The Board reviews Omnicom’s financial performance throughout the year and evaluates strategy in light of results, with an industry focus that includes peer comparisons and our competitive ability to attract and retain the most talented workforce. The Board has a more detailed discussion, generally over two days annually, which is informed by reports from management on a variety of strategic matters and input regarding strategic goals of Omnicom’s networks and practice areas. At this meeting, the Board receives a comprehensive analysis of the strategies with respect to the multiple business components integral to Omnicom’s comprehensive long-term strategic direction. This meeting also includes management presentations on various important topics such as top clients, M&A strategy, risk management, human capital and succession management, information technology, cybersecurity and our data breach incident plan, and investor relations. The Board also receives timely updates throughout the year on other developing topics relevant to our business, such as emerging technology risk and generative AI, which enables our directors and Board to more effectively manage key risks and opportunities. Our Board believes this comprehensive process greatly strengthens its ability to effectively oversee management as Mr. Wren and senior leadership drive the future success of our Company.

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. The principal oversight function of the Board and its committees includes understanding the material risks the Company confronts and methods to mitigate or manage those risks. Management is responsible for identifying and assessing the related risks and establishing appropriate risk management practices. Our Board reviews management’s assessment of the related risk, and discusses with management the appropriate level of risk for the Company.

Shareholder Engagement

We are strongly committed to shareholder outreach, supported and overseen by the Board, and we believe regular, transparent communication with our shareholders is important to our long-term success. Ms. Choksi, our Lead Independent Director, actively participates in select investor meetings. Feedback is shared with the Governance and Compensation Committees, as appropriate, as well as with the full Board.

In the fall of 2024, 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 26% of our outstanding shares, in a continued effort to foster a successful shareholder outreach program, establishing and deepening the relationships with the governance teams at many of our largest investors. As in the prior year, Ms. Choksi was a participant in select shareholder engagement. Feedback received during all investor engagements continued to be shared with the full Board.

Shareholder input over a number of years has informed the Board’s decision-making process with respect to its refreshment, composition and leadership, including its recent decision to appoint Ms. Choksi as our new Lead Independent Director effective January 1, 2024.

For a more complete summary of our discussions with shareholders and actions taken by the Board, please refer to pages 7 and 8 of our Proxy Summary. We value our investors’ views regarding our Company, as well as their opinions on corporate governance best practices, and have enhanced our disclosure in response to input received. Our Board and management found this engagement constructive and informative, and we will continue our engagement efforts.

Interested parties, including shareholders, may communicate (if they wish on a confidential, anonymous basis) with the non-management directors, the Chairs of our Audit, Compensation, Finance and Governance Committees or any individual director (including our Lead Independent Director who presides over the executive sessions of our independent non-management directors) on Board-related issues by writing to such director, the applicable committee chair or to the non-management directors as a group c/o Corporate Secretary at Omnicom Group Inc., 280 Park Avenue, New York, New York 10017. The envelope should clearly indicate the person or persons to whom the Corporate Secretary should forward the communication. Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications.

Board Leadership Structure

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. In its most recent evaluation of its leadership structure, the Board also considered the pending acquisition of IPG and the coordination that will be required between management and the Board to close the acquisition and begin the process of integrating the two companies.

■    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 at this time 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 31 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 2024 and engaged with every shareholder who accepted our invitation, which represented an aggregate of 26% 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.

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.

On the recommendation of the Governance Committee, the independent members of our Board designate the Lead Independent Director annually. In May 2024, the independent members of our Board re-elected Mary C. Choksi to serve as the Company’s Lead Independent Director.

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 participated in shareholder engagement since assuming the Lead Independent Director role on January 1, 2024.

Our Board met 11 times during 2024. 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.

    Member

     Chair

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 2024. Ms. Choksi, our Lead Independent Director, presided over executive sessions of the Board in 2024.

Attendance at Board and committee meetings during 2024 was 100% for the directors as a group. Each of our directors attended every meeting of the Board and the standing committees of the Board on which he or she served during 2024. We encourage our directors to attend our annual meetings of shareholders, and all of our directors attended the 2024 Annual Meeting of Shareholders.

In connection with Omnicom’s pending Merger with IPG, the Board formed a Transaction Committee in July 2024 to direct and oversee the negotiation of the transaction terms for the Merger. The Transaction Committee is comprised of each of Omnicom’s four standing committee chairs, and is chaired by Ms. Choksi, Omnicom’s Lead Independent Director. The function of the Transaction Committee is to review, evaluate, assist in negotiations, and make recommendations to the Board with respect to the Merger. The Transaction Committee met seven times in 2024.

Board Policies and Processes

Every year, the Board and its committees each conduct a self-evaluation to help promote Board and committee effectiveness. The Governance Committee leads the evaluation process, which is overseen by our Lead Independent Director. The process allows directors to evaluate the Board as a whole and the standing committees of the Board on which each director serves through questionnaires covering topics such as:

■    the effectiveness of the Board’s leadership structure and the composition and responsibilities of its committees;

■    the adequacy of the number and length of Board and committee meetings and the appropriateness of topics discussed; and

■    the dynamic between the Board and management, and the quality of management’s presentations and information provided to the Board and its committees.

Our Governance Committee recommends to the full Board a plan for any changes to the functions of our Board or its committees including on structure, responsibilities, performance and composition.

Our non-employee directors may not serve on more than three other public company boards, our Lead Independent Director or non-executive Board Chairman, if applicable, may not serve on more than two other public company boards, and directors who are actively employed as a public company executive officer may not serve on more than one other public company board. The Board reviews this annually, and currently all of our directors are in compliance with the policy. Directors must receive approval from the Chair of the Governance Committee prior to joining the board of another public company.

The following directors served as members of our Compensation Committee during all or a portion of 2024: Mary C. Choksi, Leonard S. Coleman, Jr., Ronnie S. Hawkins, Gracia C. Martore and Linda Johnson Rice. None of the Compensation Committee members who served during 2024 is a current or former employee or officer of Omnicom or its subsidiaries. None of the Compensation Committee members who served during 2024 has ever had any relationship requiring disclosure by Omnicom under Item 404 of Regulation S-K. During 2024, none of our executive officers served as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any other company that had an executive officer serving as a member of our Board or its Compensation Committee.

We review all relationships and transactions between Omnicom or its subsidiaries and related persons to determine whether such persons have a direct or indirect material interest. Related persons include any director, nominee for director, executive officer or their immediate family members. Although we do not have a written policy governing such transactions, Omnicom’s legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. As part of this process, and pursuant to our Audit Committee’s charter, the Audit Committee reviews our policies and procedures with respect to related person transactions. These policies and procedures have been communicated to, and are periodically reviewed with, our directors and executive officers, and the Audit Committee documents in its minutes any actions that it takes with respect to such matters. Under SEC rules, transactions that are determined to be directly or indirectly material to Omnicom, its subsidiaries or a related person are required to be disclosed in Omnicom’s Proxy Statement. In the course of reviewing a related party transaction, Omnicom considers (a) the nature of the related person’s interest in the transaction, (b) the material terms of the transaction, (c) the importance of the transaction to the related person and Omnicom or its subsidiaries, (d) whether the transaction would impair the judgment of a director or executive officer to act in the best interest of Omnicom, and (e) any other matters deemed appropriate.

Based on the information available to us and provided to us by our directors and executive officers, we do not believe that there were any such material transactions in effect since January 1, 2024, or any such material transactions proposed to be entered into during 2025, with the following exception: Mr. Wren’s brother, Christopher Wren, is employed as the Financial Systems Director for Omnicom Precision Marketing Group, a practice area within Omnicom. In 2024, his total compensation was $250,462, including salary, bonus and other benefits.

We have a Code of Business Conduct designed to inform actions so that our business is carried out in an honest and ethical way. The Code of Business Conduct applies to all of our directors, officers and employees, as well as all of the directors, officers and employees of our majority-owned subsidiaries, and requires that they avoid conflicts of interest, comply with all laws and other legal requirements and otherwise act with integrity. In addition, we have adopted a Code of Ethics for Senior Financial Officers regarding ethical action and integrity relating to financial matters applicable to our senior financial officers. Our Code of Business Conduct and Code of Ethics for Senior Financial Officers are available on our website at http://www.omnicomgroup.com, and are also available in print, without charge, to any shareholder that requests them. We will disclose any future amendments to, or waivers from, certain provisions of these ethical policies and standards for senior financial officers, executive officers and directors on our website within the time period required by the SEC and the NYSE.

We also have procedures to receive, retain and address complaints regarding accounting, financial reporting and disclosure, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters, as well as possible violations of our Code of Business Conduct or Code of Ethics for Senior Financial Officers. The procedures are posted on our website at http://www.omnicomgroup.com and the websites of our various global networks.

Directors’ Compensation for Fiscal Year 2024

Directors who are also current or former employees of Omnicom or its subsidiaries receive no compensation for serving as directors. The compensation program for directors who are not current or former employees of Omnicom or its subsidiaries is designed to compensate directors in a manner that reflects the work required for a company of Omnicom’s size and composition and to align directors’ interests with the long-term interests of shareholders. The table below includes the following compensation elements with respect to non-employee directors:

Annual Compensation. For 2024, non-employee directors were paid an annual cash retainer of $90,000 and $2,000 for attendance at each Board and Committee meeting. Non-employee directors are also paid $10,000 for attendance in person at a Board meeting held outside of the U.S. that requires international travel from his or her residence, but no such international meetings were held in 2024, and, therefore, this additional fee was not paid. In addition, directors receive reimbursement for customary travel expenses.

In accordance with our 2021 Incentive Award Plan (the “2021 Plan”), and our Director Compensation and Deferred Stock Program initially adopted by our Board on December 4, 2008 (as amended), non-employee directors also receive fully vested common stock each fiscal quarter. For each of the four quarters in 2024, such directors received common stock with a grant date fair value of $43,750 based on the per share closing price of our common stock on the first trading day immediately prior to grant. Effective January 1, 2025, the amount of common stock to be received by non-employee directors each quarter was increased to $51,250.

Our Director Compensation and Deferred Stock Program and 2021 Plan provide that each director may elect to receive all or a portion of his or her annual cash retainer for the following year’s service in common stock. Mr. Gerstein elected to receive all of his 2024 annual cash retainer in common stock.

Directors may also elect to defer any shares of common stock payable to them, which will be credited to a bookkeeping account in the directors’ names. These elections must be made prior to the start of the calendar year for which the common stock would be payable to them. The number of shares of common stock delivered or credited to a director’s account is based on the fair market value of our common stock on the first trading day immediately preceding the date the shares would have been paid to the director. Each director other than Ms. Rice elected to defer all of the shares of common stock payable to them in 2024.

Lead Independent Director and Committee Chair Fees. The Chairs of our committees and our Lead Independent Director receive additional annual fees in cash due to the workload and the additional responsibilities of their positions. Our Lead Independent Director receives an additional fee of $35,000. The Chairs of our Audit, Compensation, Governance and Finance Committees receive an additional fee of $20,000 each year, as long as such Chair is not also an executive officer of Omnicom. Effective January 1, 2025, the annual Lead Independent Director fee was increased to $50,000, and the annual fee for the Chairs of our Audit, Compensation, Governance and Finance Committees was increased to $30,000.

​(1)        This column reports the amount of cash compensation earned in 2024 for Board and Committee service. The amounts shown include $90,000 in an annual retainer for Board membership, which Mr. Gerstein elected to receive in common stock.

​(2)        The amount reported in the “Stock Awards” column for each director reflects the aggregate grant date fair value of the stock granted in 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). 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. The grant date fair market value for each quarterly stock award was $43,750 for each individual reported in the table above. All stock awards held by directors were fully vested as of December 31, 2024.

No Other Compensation. Directors received no compensation in 2024 other than that described above. We do not have a retirement plan for directors, and they receive no pension benefits.

Stock Ownership Requirement. The Board encourages stock ownership by directors and has adopted stock ownership guidelines for our directors. The director guidelines provide, in general, that our directors must own Omnicom stock equal to or greater than five times their annual cash retainer within five years of their joining the Board. As of December 31, 2024, each member of our Board that has served on the Board five years or more was in compliance with these guidelines.

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%)

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”).

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.

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.

CALCULATION OF METRICS RESULTS – COMPANY TARGETS

When calculating our Adjusted EBITA Margin for our performance metric, we made adjustments to EBITA to (i) add back amortization of other purchased and internally developed software, (ii) add back real estate and other repositioning costs and (iii) add back acquisition transaction costs. When calculating our Adjusted Diluted EPS Growth for our performance metric, we made adjustments to Net Income – Omnicom Group Inc. to (i) add back amortization of acquired intangible assets and internally developed strategic platform assets, (ii) add back amortization of other purchased and internally developed software, (iii) add back after-tax real estate and other repositioning costs in 2023 and 2024, (iv) add back after-tax acquisition transaction costs incurred in the fourth quarters of 2023 and 2024 and (v) exclude an after-tax gain on a disposition of a subsidiary in the second quarter of 2023. 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 these adjustments to EBITA and Net Income – Omnicom Group Inc.

CALCULATION OF METRICS RESULTS – QUALITATIVE METRIC DETERMINATIONS

The use of qualitative metrics was implemented to assess individual performance. While the Compensation Committee originally planned to assess performance based on internal human capital management, corporate social responsibility and sustainability goals, for performance in fiscal year 2024, the Committee decided that an assessment of individual performance relative to their job function was more appropriate in order to tie a substantial portion of each NEO’s performance-based pay more closely to their actual performance in 2024 and to their specific areas of responsibility. In consultation with Mr. Wren (except with respect to himself), the Compensation Committee reviewed each NEO’s performance in his or her position and the extent to which they adequately carried out the functions of their role. The Compensation Committee determined that, during 2024, each NEO exceeded expectations with respect to the NEO’s performance for fiscal year 2024 and successfully executed the functions of their particular position during 2024 and, as a result, the Compensation Committee determined that the qualitative metrics should be deemed achieved at target for each individual.

Fiscal Year 2024 Calculation of 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.

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 59 and the Grants of Plan-Based Awards in 2024 table on page 60.

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.”

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 59 and the Grants of Plan-Based Awards in 2024 table on page 60. 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.

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.

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 53 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.

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.

​(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 46. Awards paid or payable for performance in 2024 are reflected in the Summary Compensation Table for 2024 on page 59.