2024
PROXY STATEMENT
Annual Meeting of Shareholders
May 7, 2024, at 10:00 a.m.
Eastern Daylight Time
Flywheel Digital
1801 Porter Street, Suite 300
Baltimore, MD 21230
2 2024 Proxy Statement
A Letter from Omnicom’s Lead Independent Director
To My Fellow Shareholders:
It is a great honor to be writing my rst letter to you as Omnicom’s Lead Independent Director, a roleI assumed on January1,
2024.I want to thank my predecessor and colleague on the Board, Len Coleman, for his tremendous leadership in the position
over the past eightyears, and for his continued support and guidance during our transition of responsibilities. AsI reect on
Omnicom’s accomplishments throughout 2023,I am incredibly proud of our successful execution of strategic business priorities,
our commitment to growing and supporting Omnicom’s best-in-class talent, and our Board’s continued growth as a diverse, skilled,
and engaged group of directors.
In my new independent leadership position,I am committed to ongoing collaboration with my fellow Board members and
Omnicom’s management team to realize our core objective of generating long-term value for our shareholders. Direct shareholder
engagement and the feedback we receive from those engagements remain critical components of the process our Board and
management undertake to achieve that objective, andI have enjoyed engaging and look forward to continuing to engage in
constructive dialogue with shareholders in my new role.I also look forward to continuing our long-standing practice of actively
obtaining feedback on key focus areas for the Board and management, including those discussed below, in the coming year.
Execution on Strategic Initiatives. Our leadership team delivered strong operational and nancial performance in 2023, while
navigating a complex economic environment, by continuing to expand our capabilities and drive areas of growth through
investment. For example, on January2, 2024, we closed the acquisition of Flywheel Digital, which signicantly broadens our
capabilities in e-commerce, retail media and high-growth digital areas, as we continue to deliver superior results for our clients and
outpace our competition. In addition to executing key strategic acquisitions during the year, we established rst-mover technology
partnerships with leading generative articial intelligence (AI) companies, such as Microsoft, Adobe, AWS, and Getty Images. We are
also thoughtfully integrating AI into our market-leading technology platform, Omni, and leveraging AI to enhance user experiences
as we build, expand, and improve our client offerings, all while carefully considering and evaluating the associated risks.
Ongoing Board Refreshment. We have evolved our Board in recentyears through a deliberate and ongoing refreshment process,
which incorporates fresh perspectives and prioritizes a mix of skills, experience, and diversity to provide effective oversight of the
Company’s strategy. Seven of our 11 nominees this year are women, four are Black, and two are Hispanic/Latinx. Additionally, all
independent Board leadership positions are currently held by gender or ethnically diverse directors. On January1, 2024, Cassandra
Santos joined our Board, bringing signicant expertise in technology, cybersecurity, digital transformation, and AI to the Board and
strengthening our collective skillset.
Promoting a Diverse, Equitable, and Inclusive Workplace. Talent remains a core differentiator for Omnicom, and we seek to cultivate
a diverse workforce at all levels that drives creativity and innovation for our clients. We consistently ground our work in data-driven
results, and in 2023 we saw meaningful progress against our ve workforce Key Performance Indicators (KPIs). We also raised the
bar for ourselves and for our industry by introducing two new goals to advance DE&I, aimed at expanding BIPOC representation
across our workforce and increasing the number of women in leadership positions. In 2024, we are launching our OPEN 3.0 Initiative,
which will further guide and strengthen our efforts to operationalize DE&I across our business. As part of this broader vision,
Omnicom launched our rst-ever Global Steering Committee to develop globally inclusive and culturally relevant strategies for our
clients and communities. Additional information can be found in our second annual standalone DE&I report.
Advancing Environmental Sustainability and Responsible Practices. We continue to make signicant progress against our
environmental sustainability priorities, which are overseen by the Governance Committee. We recently set ambitious goals to reduce
our Scope 1, 2, and 3 global emissions by 46.2% by 2030, which is aligned with our corporate strategy to consolidate oces and
optimize the use and eciency of our spaces. Our near-term emissions-reduction target was validated by the Science Based Targets
initiative (SBTi) in early 2023. In addition, through our work as a founding member of Global Ad Net Zero, we play a leading role in
efforts to reduce carbon emissions from advertising operations and nd innovative ways to strengthen our sustainability initiatives. Our
environmental sustainability initiatives and progress against key goals are reected in our most recent Corporate Responsibility report.
On behalf of the full Board of Directors, thank you for your investment in Omnicom and consideration of the important matters
set forth in our Proxy Statement. It was a successful 2023 for our Company, andI look forward to working with the Board and
management this year in my new role, as Omnicom continues to provide world-class services to our clients and deliver value for our
shareholders, people, and communities.
Mary C. Choksi
Lead Independent Director
www.omnicomgroup.com 3
NOTICE OF 2024 ANNUAL MEETING OF
SHAREHOLDERS
Subject:
1. Elect the directors named in the Proxy Statement accompanying this notice to Omnicom
Group Inc.’s (the “Company,” “we,” “us” or “our”) Board of Directors (the “Board”) to serve until the
Company’s 2025 Annual Meeting of Shareholders or until the election and qualication of their
respective successors.
2. Vote on an advisory resolution to approve executive compensation.
3. Ratify the appointment of KPMG LLP as our independent auditors for the scal year ending
December31, 2024.
The Board unanimously recommends that you vote:
� FOReach of the director nominees;
� FORthe advisory resolution to approve executive compensation; and
� FORthe ratication of the appointment of KPMG LLP as our independent auditors.
Shareholders will also transact any other business that is properly presented at the meeting.
Atthis time, we know of no other matters that will be presented.
In accordance with the rules promulgated by the U.S.Securities and Exchange Commission,
we sent a Notice of Internet Availability of Proxy Materials on or about March28, 2024, and
provided access to our proxy materials on the Internet, beginning on March28, 2024, to the
holders of record and benecial owners of shares of our common stock as of the close of business
on the record date.
Please sign and return your proxy card or vote by telephone or Internet (instructions are on your
proxy card), so that your shares will be represented at the 2024 Annual Meeting of Shareholders,
whether or not you plan to attend. If you do attend, you will be asked to present valid photo
identication, such as a driver’s license or passport, before being admitted. Cameras, recording
devices and other electronic devices will not be permitted.
Additional information about the meeting is included below in the Proxy Statement in the section
entitled “Information About Voting and the Meeting.”
Meeting Date:
Tuesday, May7, 2024
Time:
10:00a.m. Eastern
Daylight Time
Place:
FlywheelDigital
1801PorterStreet
Suite300
Baltimore,MD21230
Record Date:
March18, 2024
Louis F. Januzzi
Secretary
NewYork, NewYork
March 28, 2024
4 2024 Proxy Statement
PROXY SUMMARY
This summary highlights selected information about the items to be voted on at the 2024 Annual Meeting of Shareholders
(or “2024 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
ITEM1: Election of Directors
The Board recommends a voteFOReach of the director nominees.
� We have conducted a comprehensive evaluation of director skill sets to enable each director’s
unique qualications and attributes to collectively support the oversight of Omnicom’s
management.
� Each of our directors is elected annually by a majority of votes cast.
� 10 of Omnicom’s 11 director nominees are independent, and each of the Audit, Compensation,
Governance and Finance Committees is comprised solely of independent directors.
� Diversity is a core value across our organization. A majority of our director nominees are
women, four are Black and two are Hispanic/Latinx. The Audit, Compensation and Finance
Committees are all Chaired by directors who are women, and the Chair of the Governance
Committee is Black.
See page13
for further
information
DIRECTOR NOMINEES
Name and Age Principal Occupation
Director
Since
Omnicom
Committees
Other Current Public
Company Boards
Mary C. Choksi, (I), 73
Lead Independent Director
Former Founding Partner and
Senior Managing Director, Strategic
Investment Group
2011
A (Chair)
C
� White Mountains Insurance
Group, Ltd.
Leonard S. Coleman, Jr. (I), 75 Former President, National League of
Professional Baseball Clubs
1993
C
G (Chair)
� Hess Corporation
Mark D. Gerstein, (I), 64 Former Partner, Latham & Watkins LLP 2022
A
F
Ronnie S. Hawkins, (I), 55 Partner, Global Infrastructure
Partners
2018
C
G
Deborah J. Kissire, (I), 66 Former Vice Chair and Regional
Managing Partner, EY
2016
A
F (Chair)
� Cable One, Inc.
� Axalta Coating SystemsLtd.
� Celanese Corporation
Gracia C. Martore, (I), 72 Former President and Chief
Executive Officer, TEGNA Inc.
2017
A
C (Chair)
� WestRock Company
� United Rentals, Inc.
Patricia Salas Pineda, (I), 72 Former Group Vice President of
Hispanic Business Strategy, Toyota
Motor North America
2022
G
F
� Frontier Group Holdings, Inc.
� PortlandGeneralElectric
Linda Johnson Rice, (I), 66 Chief Executive Officer, Johnson
Publishing Company
2000 C
G
� Enova International, Inc.
Cassandra Santos, (I), 54 Former Chief Information Officer,
Asurion
2024 F
Valerie M. Williams, (I), 67 Former Southwest Assurance
Managing Partner, EY
2016 A
F
� Devon Energy Corporation
� DTE Energy Co.
John D. Wren, 71 Chairman and Chief Executive
Officer, Omnicom
1993
(I): Independent A: Audit C: Compensation F: Finance G: Governance
PROXY SUMMARY
www.omnicomgroup.com 5
Board Nominees Snapshot
Independence Gender Diversity
10 of 11
Director nominees
are independent
91%
7 of 11
Dire
ctor nominees
are
women
64%
Committee Chair Diversity Ethnic Diversity
4 of 4
100%
All four committee
chairs are women or
diverse
6 of 11
Four director nominees
are Black
and two
are
Hispanic/Latinx
55%
Current Tenure of 2024 Nominees
10-15
Years
> 15
Years
5-9
Years
0-4
Years
1
3
4
3
New Director Refreshment
3 of 10
Independent director
s
have been added sinc
e
2022
30%
Experience and Skills
Our director nominees are accomplished leaders who bring a mix of e xperiences and skills to the Board.
Our Board has identied skill categories fundamental to its ability to effectively oversee Omnicom’s
strategy and management, and undertakes a comprehensive evaluation so that these skills are well
represented on the Board.
One new director joined the Board on January 1, 2024 as part of our continued refreshment process
to bring fresh perspectives to the Board. Our new director also brings relevant technology, cybersecurity,
digital transformation and AI expertise, which strengthens our Board’s ability to effectively oversee
management’s execution against business strategy.
See pages 14 and 15 for further information.
6 2024 Proxy Statement
PROXY SUMMARY
GOVERNANCE HIGHLIGHTS
The Board has adopted, and periodically reviews, policies and procedures to guide it in its oversight responsibilities.
These policies and procedures provide a framework for the proper operation of our Company and align with
shareholders’ interests.
Shareholder Rights Independent Oversight Good Governance
Annual election of all directors
Majority voting standard in
uncontested elections
Proxy access rights consistent
with overwhelming market
practice
Right to call a special meeting of
the Board with 10% ownership
threshold
Longstanding shareholder
engagement program and history
of responsiveness to shareholder
feedback
Engaged Lead Independent
Director with clear and robust
responsibilities, which were
further expanded in 2023
New Lead Independent Director
appointed effective January 1,
2024
All directors are independent
except the Chairman, who also
serves as CEO
Executive sessions of our
independent non-management
directors are conducted on a
regular basis
All Board committees are
comprised solely of independent
directors
Comprehensive oversight of
strategy and risk, including
oversight of environmental, social
and governance (“ESG”) strategy
and risk
Annual Board and committee
evaluations and skill set
assessment
Strong equity ownership
requirement for executives and
directors (3x to 6x base salary
for executives; 5x annual cash
retainer for directors)
Robust processes for condential
and anonymous submission by
employees of concerns regarding
accounting or auditing matters,
as well as potential violations of
our Code of Business Conduct
or Code of Ethics for Senior
Financial Ocers
Direct and ongoing engagement
with auditors, counsel and
advisors
SHAREHOLDER ENGAGEMENT
Ongoing shareholder engagement is a priority for our Board and management team. In the fall of 2023, we reached out
to shareholders holding 70% of our outstanding shares with an invitation to engage. We spoke to every shareholder that
accepted our invitation, which represented an aggregate of 22% of our outstanding shares. As in prioryears, our Lead
Independent Director was an active participant in select shareholder meetings. Broad topics discussed included:
� Company strategy and performance
� Board composition, refreshment and leadership
� Lead Independent Director succession process
� Management succession planning
� Executive compensation program
� Diversity, Equity and Inclusion (“DE&I”) efforts across the organization
� Environmental sustainability initiatives
� Human capital management initiatives
� Governance practices
PROXY SUMMARY
www.omnicomgroup.com 7
We have made a number of changes in recentyears in response to the feedback we have received from our ongoing
shareholder engagement efforts, which management regularly reviews with the Board, including:
Topics discussed with
shareholders
Board and management actions in response to feedback
Board Leadership – A
large majority of our
shareholders indicated they
are supportive of the Board’s
thoughtful approach to its
leadership structure given
our strong Lead Independent
Director role, the critical
nature of our C hairman’s
relationships with clients and
key management around
the world in our professional
services business, and the
complex nature of our rapidly
changing industry.
� The role and responsibilities of our Lead Independent Director are robust and
clearly dened, and the Board further strengthened the Lead Independent Director
role in 2023 by enhancing existing responsibilities and codifying additional
responsibilities.
� Mr. Coleman stepped down from the Lead Independent Director role at the end of
2023, and the Board appointed Ms. Choksi as our new Lead Independent Director
effective January 1, 2024.
� Our Lead Independent Director is elected by the independent directors annually.
� The Board continues to evaluate its leadership structure on an ongoing basis to
enable its structure to be in the best interest of shareholders.
Board Refreshment –
Shareholders are pleased
with the level of progress we
have shown to meaningfully
refresh and further diversify
our Board.
� The Board has implemented a thoughtful approach to ongoing refreshment, bringing
fresh perspectives and relevant skill sets to the Board.
� Seven of our 10 independent director nominees have been appointed since 2016,
including one appointed effective January 1, 2024 and two appointed in 2022.
� The Board anticipates continued Board refreshment on an ongoing basis.
Director Skill Sets –
Shareholders support the
diverse aggregation of skills
represented by the members
of our Board and appreciate
the deliberate director skill set
analysis undertaken by the
Board to inform the director
recruitment process.
� The Board continues its search for qualied director candidates, with periodic
assistance from a third-party search rm.
� The current mix of director skills provides effective oversight of management, with
those skill categories aligning with the Company’s top priorities and critical areas
of oversight that shareholders expect to see represented on the Board, namely
Technology, Talent Management, Finance& Accounting, and Risk Management&
Controls being highly represented.
� The appointment of Cassandra Santos, effective January 1, 2024, brings fresh
perspectives and complementary skills to the Board’s overall mix, including the
highest level of technology, cybersecurity, digital transformation and AI expertise.
� The Board periodically conducts a deliberate director skill set analysis and identies
certain director skill categories that it intends to prioritize with respect to prospective
director candidates, taking into account input received from shareholders.
PROXY SUMMARY
8 2024 Proxy Statement
Topics discussed with
shareholders
Board and management actions in response to feedback
Executive Compensation –
Shareholder response to
our executive compensation
program, which aims to
achieve optimal pay and
performance alignment
and motivate executives in
key focus areas, has been
overwhelmingly positive.
� The Compensation Committee weighs (i) internal Omnicom performancemetrics
at 40%, (ii) peer metrics at 40% and (iii) qualitative metrics at 20% to achieve
alignment between Company performance and pay outcomes. The Compensation
Committee realigned qualitative factors to align with our strategic priorities as a
business, including adding factors that focus on human capital management and
employee training initiatives and removing the COVID-19 responserelated measures.
These actions took into account feedback received during our shareholder outreach
process.
DE&I and Corporate
Responsibility – Shareholders
appreciate the importance we
place on DE&I and corporate
responsibility, including
steps taken to move towards
achieving systemic equity
throughout Omnicom, and
enhancements made to
our diversity and corporate
responsibility disclosures.
� We provided diversity disclosures for our U.S.workforce in 2023, publishing our
second annual standalone DE&I Report, and plan to continue providing relevant
disclosure going forward.
� We are progressing against key performance indicators (KPIs) measuring
advancement under OPEN 2.0, a plan comprised of eight Action Items that builds on
the DE&I progress that we have made thus far to achieve our ultimate goal: systemic
equity throughout Omnicom.
� We publish our Equal Employment Opportunity Employer Information Report
(“EEO-1 Report”) on our website, and plan to continue providing relevant disclosure
going forward.
� We incorporated reporting informed by the Sustainability Accounting Standards Board’s
guidance for the Advertising and Marketing industry into our reporting efforts in 2023,
and plan to continue providing relevant disclosure on our reporting efforts going
forward.
� After committing to establish goals using the Science Based Targets Initiative (SBTi)
methodology in 2021, Omnicom’s near-term Scope 1, 2 and 3 emissions reduction
target was validated by the SBTi in 2023, which reviews participating companies on
their emissions goals and evaluates whether they are in line with the goals of the
Paris Agreement (as interpreted by the particular SBTi methodology).
� Omnicom does not make political contributions at the holding company level, and we
disclosed that Omnicom and its agencies made no U.S. political contributions in 2021,
2022, and 2023.
� We annually disclose payments to U.S. trade associations that received more
than $50,000 in Omnicom dues or contributions, and the amount of such dues or
contributions that those trade associations used for lobbying or political activity
payments.
PROXY SUMMARY
www.omnicomgroup.com 9
We appreciate the insights and perspectives of our shareholders, which were discussed among the full Board.
ITEM 2: Advisory Resolution to Approve Executive Compensation
The Board recommends a voteFORthis voting item.
� We closely tie pay to current and long-term Company performance;
� We maintain a high degree of variable “at-risk” compensation;
� We establish challenging quantitative performance metrics that align with our business
strategy, which determine 80% of our 2023 Annual Incentive Award;
� We determine 20% of our 2023 Annual Incentive Award by assessing certain qualitative
performance metrics, including DE&I, environmental sustainability, human capital
management and employee training initiatives, and corporate responsibility and integrity;
and
� We sustain competitive compensation levels.
See page 42
for further
information
10 2024 Proxy Statement
PROXY SUMMARY
EXECUTIVE COMPENSATION HIGHLIGHTS
2023 Performance Overview and Highlights
Omnicom nished 2023 on a strong note. Our full year revenue was $14,692.2 million, with organic growth of 4.1%;
operating income was $2,104.7 million and adjusted operating income was $2,231.9 million; operating margin was 14.3%
and adjusted operating margin was 15.2%; and diluted EPS was $6.91 and adjusted diluted EPS was $7.41. We generated
approximately $1.4 billion in net cash provided by operating activities, an increase of 53.4% compared to the full year 2022,
and approximately $1.9 billion in free cash ow, an increase of 6.5% compared to the full year 2022. We returned $1.1 billion
to shareholders through dividends and share repurchases and ended the year with $4.4 billion in cash and cash equivalents.
See Annex A for the denitions of adjusted operating income, adjusted operating margin, adjusted diluted EPS and free
cash ow, which are non-GAAP measures, and a reconciliation of each non-GAAP measure to the most directly comparable
GAAP measure. Our return on equity was 40.5% in 2023, while our return on invested capital was 25.8%. As we move into
2024, Omnicom’s liquidity and balance sheet remain strong and continue to support our primary uses of cash — dividends,
acquisitions and share repurchases. Throughout the year, we continued to invest in areas that will shape the future of our
industry through acquisitions and internal investments and partnerships.
In determining the Annual Incentive Award for performance in 2023, the Compensation Committee considered Company
(i.e., internal) nancial performance (weighted at 40%), our performance as compared with the performance of our peer
group (weighted at 40%) and certain qualitative metrics (weighted at 20%) in order to increase alignment between Company
performance and pay outcome. In assessing qualitative metrics, the Compensation Committee’s intent is to promote
accountability for progress on our DE&I initiatives, environmental sustainability, human capital management and employee
training initiatives, and corporate responsibility and integrity.
The chart below outlines the metrics used in determining our Annual Incentive Award for 2023, which were the same as
those metrics to determine the 2022 Annual Incentive Award, with the exception of the removal of the response to COVID-19
challenges from the qualitative performance metric. The program is discussed in greater detail below in the section entitled
“Calculation of Annual Incentive Award” on page 57.
Metrics to calculate 2023 Annual
Incentive Award
40% Peer Metrics (performance vs. peers):
� Return on equity, organic growth, adjusted
operating margin, organic growth plus
adjusted operating margin
40% Performance Metrics (performance vs.
internal OMC targets):
� Adjusted diluted EPS growth, adjusted
EBITA margin, organic growth
20% Qualitative Metrics:
� DE&I; environmental sustainability; human
capital management and employee training;
and corporate responsibility and integrity
PROXY SUMMARY
www.omnicomgroup.com 11
Compensation Best Practices
Emphasis on performance-based compensation
Executive and director stock ownership guidelines (6x base salary for Chairman and CEO and for President and COO;
3x base salary for CFO; 5x annual cash retainer for directors)
Policy adopting equity grant best practices
New compensation recovery (i.e., clawback) policy in compliance with U.S. Securities and Exchange Commission (“SEC”)
and New York Stock Exchange (“NYSE”) rules
Policy prohibiting hedging of Company equity securities
Policy prohibiting pledging and margin transactions
ITEM 3: Ratify the appointment of KPMG LLP as our independent
auditors for the scal year ending December 31, 2024
The Board recommends a voteFORthis voting item.
See page 77
for further
information
12 2024 Proxy Statement
TABLE OF CONTENTS
Notice of 2024 Annual Meeting of Shareholders 3
Proxy Summary 4
Proxy Statement 13
ITEM 1
Election of Directors
13
Omnicom Board of Directors 13
Board’s Role and Responsibilities 28
Diversity, Equity and Inclusion 30
Shareholder Engagement and Responsiveness 33
Board Leadership Structure 34
Board Policies and Processes 38
Directors’ Compensation for Fiscal Year 2023 40
ITEM 2
Advisory Resolution to Approve
Executive Compensation 42
Executive Compensation 43
Executive Summary 44
Compensation Committee Report 51
Compensation Discussion & Analysis 52
Summary Compensation Table for 2023 66
Grants of Plan-Based Awards in 2023 67
Outstanding Equity Awards at 2023 Year-End 68
Option Exercises and Stock Vested in 2023 69
Nonqualied Deferred Compensation in 2023 69
Potential Payments Upon Termination of
Employment or Change in Control 69
Pay Ratio Disclosure 73
Pay Versus Performance Table 74
ITEM 3
Ratification of the Appointment of
Independent Auditors 77
Fees Paid to Independent Auditors 77
Audit Committee Report 78
Stock Ownership Information 79
Security Ownership of Certain Benecial Owners
and Management 79
Delinquent Section 16(a) Reports 80
Equity Compensation Plans 81
Information About Voting and the Meeting 82
Record Date Shares Outstanding 82
Quorum; Required Vote; Effect of Abstentions
and Broker Non-Votes 82
Voting Prior to the Meeting 82
Voting at the Meeting 83
“Default” Voting 83
Right to Revoke 83
Tabulation of Votes 83
Additional Information 84
Expense of Solicitation 84
Incorporation by Reference 84
Availability of Certain Documents 84
Delivery of Documents to Shareholders Sharing
an Address 84
Forward- Looking Statements 85
Shareholder Proposals and Director
Nominations for the 2025 Annual Meeting 86
Annex A 87
Non-GAAP Financial Information 87
www.omnicomgroup.com 13
PROXY STATEMENT
ITEM 1 —ELECTION OF DIRECTORS
Omnicom Board of Directors
The Board of Directors (the “Board”) of Omnicom Group Inc., a New York corporation (“Omnicom,” the “Company,” “we,” “us”
or “our”), currently consists of 11 directors: 10 independent directors and John D. Wren, our Chairman and Chief Executive
Ocer. Each director stands for election annually and is elected by a majority of votes cast (in an uncontested election). Our
Board values the views of our investors regarding board composition and, in response to investor input, has made board
refreshment a priority.
� Our Board succession planning process has resulted in seven of our 10 independent director nominees joining the Board
since 2016, bringing important and complementary skills to the Board’s overall composition.
Cassandra Santos, the former Chief Information Ocer at Asurion, joined our Board and Finance Committee on
January1,2024.
Patricia Salas Pineda, the former Group Vice President of Hispanic Business Strategy for Toyota Motor North
America, Inc., joined our Board and Governance Committee in February2022 and was appointed to the Finance
Committee in May 2023.
Mark D.Gerstein, a former Partner at Latham& Watkins LLP, joined our Board and Finance Committee in May 2022
and was appointed to the Audit Committee in May 2023.
Four additional independent directors have joined our Board since 2016, reecting robust Board refreshment and
contributing new director skills and perspectives to our Board.
� The Board anticipates appointing additional independent directors on an ongoing basis.
As we continue our ongoing Board refreshment, we remain focused on ensuring a smooth transition and onboarding
process for new directors.
DIRECTOR TENURE
A balanced mix of fresh perspectives and institutional knowledge enables strong Board oversight of management. The 2024
director tenure chart below illustrates this balance and reects the meaningful board refreshment that has been underway
over the last severalyears.
Current Tenure of 2024 Nominees
0-4
Years
3
3
> 15 Y
ears
10-15 Years
1
4
5-9 Years
ITEM 1 — ELECTION OF DIRECTORS
14 2024 Proxy Statement
QUALIFICATIONS OF THE MEMBERS OF THE BOARD
In determining the nominees for the Board, our Governance Committee considers the criteria outlined in our Corporate
Governance Guidelines, including a nominee’s independence, his or her background, skills and experience in relation to other
members of the Board, and his or her ability to commit the time and focus required to discharge Board duties. In addition,
our Governance Committee considers the composition of the Board as a whole and diversity in its broadest sense, including
diversity of gender, race/ethnicity, viewpoints, ages, and professional and life experiences. The Governance Committee
considers a broad spectrum of skills and experience to promote a strong and effective Board and nominees are neither
chosen nor excluded solely or largely based on any one factor.
Our Board seeks to align our directors’ collective expertise with those areas most important to strong oversight of management
at Omnicom. Accordingly, we periodically evaluate Board composition to help inform Board succession planning efforts,
maintain close alignment between Board skills and Omnicom’s long-term strategy, and promote Board effectiveness. We have
implemented a rigorous skills analysis for each of our directors and have found that those skill categories with the highest
aggregate level of director experience, namely Technology, Talent Management, Finance& Accounting, and Risk Management&
Controls, align with the areas most critical to Board oversight at Omnicom. The chart below outlines the skill and experience
categories our Board periodically evaluates, as well as the importance of each category to overall Board effectiveness.
Strategic
Planning
Our Board’s ability to effectively review and assess the long-term strategic
priorities developed by management, as well as management’s execution against those
priorities, is fundamental to our capacity to grow, innovate and create shareholder value.
Finance &
Accounting
Financial and accounting expertise is essential to promoting the integrity of our internal
controls, critically evaluating our performance, and providing insight and counsel with
respect to our nancial reporting, capital structure and approach to capital allocation.
Industry
Experience
Directors with experience relevant to our industry are well-suited to help guide the
Company in key areas of our business such as advertising, customer relationship
management, media buying, public relations and healthcare, and to assess growth
opportunities, whether organic or through acquisitions.
Risk
Management &
Controls
Robust risk management is a foundational component of strong Board oversight, and
we believe that the Board must include directors who possess a sophisticated ability to
understand, measure and mitigate risk.
Talent
Management
Our ability to attract and retain the most talented professionals is fundamental to the
success of a professional services business such as ours, and the Board’s oversight
function is particularly critical with respect to succession planning for our senior leadership
team, and human capital management and DE&I.
Technology
Technological experience enables our directors to provide important insight regarding
cybersecurity, data privacy and other matters related to our information security and
technology systems, as we navigate a time of rapid technological advancement industry
wide.
CEO
Experience
We believe that experience serving as a CEO enables directors to contribute deep insight
into business strategy and operations, positioning the Board to serve as a valuable thought
leader and challenge key assumptions while overseeing management.
Legal /
Regulatory
Our Board must be able to effectively evaluate Omnicom’s legal risks and obligations,
as well as the complex, multinational regulatory environments in which our businesses
operate, to help protect Omnicom’s reputational integrity and promote long-term success.
International
Business
Because of Omnicom’s global scale, it is key for our directors to bring experience in
international markets and business operations, so that our Board is well-positioned to
oversee global strategies and evaluate opportunities for growth outside of the U.S.
Public
Company Board
Experience
Through their experience serving on the boards of other large publicly traded companies,
directors bring a valuable understanding of board functions and effective independent
oversight.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 15
In addition to possessing the skills discussed above, each of our directors must also demonstrate sound judgment,
integrity of thought, ethical behavior, critical insight into Omnicom’s businesses, the ability to ask challenging questions of
management, and a healthy respect for their fellow Board members.
2024 DIRECTOR NOMINEES: 11 TOTAL
Independence: 10 of our director
nominees are independent
91 %
Director Independence
Diversity:sevenofourdirectornominees
are women, four are Black and two are
Hispanic/Latinx
82 %
Women & Diverse Directors
Women
Hispanic/LatinxBlack
ITEM 1 — ELECTION OF DIRECTORS
16 2024 Proxy Statement
2024 DIRECTOR NOMINEES
The current11 members of the Board have been nominated to continue to serve as directors for another year. All
of the director nominees have been recommended for election to the Board by our Governance Committee and approved
and nominated for election by the Board. We periodically engage a third-party search rm to assist with the evaluation of
director candidates.
The Board has no reason to believe that any of the nominees would be unable or unwilling to serve if elected. If a nominee
becomes unable or unwilling to accept nomination or election, the Board may, prior to the meeting, select a substitute
nominee or undertake to locate another director after the meeting. If you have submitted a proxy and a substitute nominee
is selected, your shares will be voted for the substitute nominee.
The Board UNANIMOUSLY recommends that shareholders vote FOR all nominees.
John D. Wren
Age 71
Director since
1993
PROFESSIONAL EXPERIENCE:
Mr. Wren is Chairman and Chief Executive Ocer of Omnicom. He was named Chief Executive Ocer
in 1997 and elected Chairman in 2018. Mr. Wren also served as President of Omnicom for twenty-two
years, having been appointed to that role in 1996. Under his direction, Omnicom has become a premier
global provider of marketing communications services and has achieved status as a world-class
company with one of the best corporate and divisional management leadership teams in our industry.
Mr. Wren was part of the team that created Omnicom in 1986, and was appointed Chief Executive Ocer
of Omnicom’s DAS Group of Companies division in 1990.
KEY SKILLS AND QUALIFICATIONS:
Through the positions he has held at Omnicom and its networks, Mr. Wren possesses a combination
of broad strategic vision and extensive industry knowledge that is fundamental to the Board’s oversight
role and uniquely positions him to serve as Chairman. Mr. Wren’s comprehension of Omnicom, its
businesses, its clients and its people is invaluable to the Board’s mix of skills and enables him to provide
critical insights to the Board. Mr. Wren has designed and implemented a signicant organizational
realignment of Omnicom’s businesses and management, and his leadership in the boardroom greatly
enhances the Board’s ability to oversee the development of strategy and guide Omnicom’s future
success in an industry that is experiencing rapid change, disruption and market-wide technological
advancements. As the former Chief Executive Ocer of Omnicom’s DAS Group of Companies division,
Mr. Wren has tremendous advertising, marketing and corporate communications experience. Under
his leadership, the DAS Group of Companies grew to become Omnicom’s largest operating group,
comprised of companies in a wide array of communication disciplines ranging from public relations
to branding. Mr. Wren’s deep understanding of our industry gained through his extensive experience,
long-term relationships he has developed with key clients, and his relationships with key management
around the world contribute to robust Board discussions on a variety of topics central to Omnicom’s
success, including identifying competitive advantages, retaining top talent and navigating relationships
with our most important clients. Mr. Wren is also a member of the International Business Council of the
World Economic Forum, and as such, he has direct exposure to the dynamic issues facing a myriad of
international companies. This exposure is a valuable asset to Omnicom and enhances the Board’s ability
to judiciously oversee management of Omnicom’s own complex global businesses.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 17
Mary C. Choksi
Age 73
Director since
2011
Lead Independent
Director,
Chair of the Audit Committee
and Member of the
Compensation Committee
PROFESSIONAL EXPERIENCE:
From 1987 to 2017, Ms. Choksi was a founding partner and Senior Managing Director of Strategic
Investment Group, an investment management enterprise that designs and implements global investment
strategies for large institutional and individual investors. In addition, Ms. Choksi is a T rustee of a number
of funds in the Franklin Templeton Funds family. Ms. Choksi was also a founder and, until May 2011, a
Managing Director of Emerging Markets Management LLC, which manages portfolios of emerging market
equity securities, primarily for institutional investors. Prior to 1987, Ms. Choksi worked in the Pension
Investment Division of the World Bank.
OTHER PUBLIC COMPANY BOARDS:
Ms. Choksi is a director and Chair of the Finance Committee of White Mountains Insurance Group, Ltd.,
a company whose principal businesses are conducted through its insurance subsidiaries and other
aliates. Ms. Choksi also served as a director of Avis Budget Group during the last ve years.
KEY SKILLS AND QUALIFICATIONS:
With her extensive investment management experience, Ms. Choksi brings to the Board a sophisticated
comprehension of the nancial matters inherent to running a global business enterprise. It is central
to Omnicom’s growth and successful nancial performance that the Board’s knowledge base includes
Ms. Choksi’s understanding of the utilization of assets to generate growth. Ms. Choksi was a founding
partner and Senior Managing Director of the investment management enterprise Strategic Investment
Group and a founder, and, until May 2011, a Managing Director of Emerging Markets Management,
which manages portfolios of emerging markets securities, primarily for institutional investors. As such,
Ms. Choksi has the highest level of experience managing assets, evaluating investment risk, developing
investment strategies and determining the optimal use of corporate assets. Ms. Choksi also has
considerable experience as a member of the board, and nance and audit committees of other public
companies. The breadth of Ms. Choksi’s professional experience and her extensive board experience are
valuable components of our overall mix of director skills. Together with Ms. Choksi’s Omnicom board
tenure and Audit Committee leadership, this experience signicantly contributes to her Lead Independent
Director role and enhances Omnicom’s shareholder engagement initiative in which Ms. Choksi directly
participates. In addition, Ms. Choksi’s career includes 10 years of experience at the World Bank, primarily
working in the Bank’s development arm focusing on projects in South and Southeast Asia. Through this
role, Ms. Choksi acquired a keen appreciation of the many challenges facing a multinational institution
as it navigates foreign markets and hones its global investment strategies. Collectively, Ms. Choksi’s
experience and learning also greatly enhance the function of Omnicom’s Audit Committee on which
Ms. Choksi serves as Chair.
ITEM 1 — ELECTION OF DIRECTORS
18 2024 Proxy Statement
Leonard S.
Coleman, Jr.
Age 75
Director since
1993
Chair of the
Governance Committee
and Member of the
Compensation Committee
PROFESSIONAL EXPERIENCE:
Mr. Coleman was Senior Advisor, Major League Baseball, from 1999 through 2005. Previously, he
was Chairman of Arena Co., a subsidiary of Yankees/Nets, until September 2002. Before that, he was
President of The National League of Professional Baseball Clubs from 1994 to 1999, having previously
served since 1992 as Executive Director, Market Development of Major League Baseball. Additionally,
Mr. Coleman was previously a municipal nance banker for Kidder, Peabody & Company. Prior to joining
Kidder, Mr. Coleman served as Commissioner of both the New Jersey Department of Community Affairs
and Department of Energy, and Chairman of the Hackensack Meadowlands Development Commission
and the New Jersey Housing and Mortgage Finance Agency. Mr. Coleman was also the Vice Chairman
of the State Commission on Ethical Standards and a member of the Economic Development Authority,
Urban Enterprise Zone Authority, Urban Development Authority, State Planning Commission and New
Jersey Public Television Commission. He has also served as President of the Greater Newark Urban
Coalition and worked in a management consulting capacity throughout Africa.
OTHER PUBLIC COMPANY BOARDS:
Mr. Coleman is a director and member of the Corporate Governance and Nominating and Environmental
Health and Safety Committees of Hess Corporation, an energy company engaged in the exploration and
production of crude oil and natural gas. Mr. Coleman also served as a director of Electronic Arts Inc.,
Santander Consumer USA Holdings Inc. and Avis Budget Group during the last ve years.
KEY SKILLS AND QUALIFICATIONS:
Mr. Coleman brings a diverse array of senior-level business experience to the Board , enhancing the
effectiveness of its independent oversight of management. The experience acquired throughout
Mr. Coleman’s career includes more than a decade of senior management experience in Major League
Baseball, including as President of the National League. Mr. Coleman’s qualications also include service
on the boards of several large public companies, providing him with a sophisticated understanding of
the operational and nancial aspects of businesses, both domestic and international. The breadth of
Mr. Coleman’s leadership experience, coupled with his extensive public company board experience,
provides him with the skills and judgment that make him an effective Chair of the Governance
Committee . Further, Mr. Coleman has extensive government and nance experience, having served as
Commissioner of the New Jersey Department of Community Affairs where his responsibilities included
overseeing all local and county budgets. As Commissioner of New Jersey’s Department of Energy, he
developed the energy policy for the state. In addition, Mr. Coleman was Chairman of the Hackensack
Meadowlands Development Commission developing zoning regulations for the area and also lived
overseas for several years serving as a management consultant. Collectively, these roles have imbued
Mr. Coleman with a keen sense of managing risks in a variety of capacities and sectors, which is a critical
skill for service as a director.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 19
Mark D. Gerstein
Age 64
Director since
2022
Member of the
Audit and Finance
Committees
PROFESSIONAL EXPERIENCE:
Mr. Gerstein served as a partner at Latham & Watkins LLP from 1996 until December 31, 2022, holding
leadership positions, including global chair of the Mergers & Acquisitions group, where he helped build
the Latham & Watkins M&A Practice into a U.S. and global leader for public company transactions. He
has counselled the directors and ocers of Fortune 500 companies and other public companies on
corporate governance (including ESG matters), investor relations, crise s management, domestic and
cross-border mergers and acquisitions, and other strategic and capital markets matters. From 1984
to 1996, Mr. Gerstein was a corporate partner at Katten Muchin Rosenman, an AmLaw 100 law rm,
advising directors and owners of private and public companies on a variety of corporate matters. Since
April 2023, Mr. Gerstein has served as a Senior Advisor to PJT Partners, a global, advisory-focused,
investment bank. In addition, Mr. Gerstein was Chair and is currently a Board member of Youth Guidance,
which works with children in urban public schools in Chicago and nationally. Mr. Gerstein also serves as
Co-Chair of the University of Michigan’s Dean’s Advisory Council at the School of Literature, Science and
the Arts.
KEY SKILLS AND QUALIFICATIONS:
Having served as a partner in the Mergers & Acquisitions group at Latham & Watkins, a leading global
law rm, from 1996 until 2022, Mr. Gerstein brings the highest level of legal expertise and judgment
to the Board. Mr. Gerstein possesses a deep understanding of the intricacies of corporate law and a
tremendous knowledge of corporate governance best practices, both of which are key components of
the Board’s overall mix of skill sets. Through his many years of experience advising public companies
on a wide array of domestic and cross-border mergers and acquisitions, Mr. Gerstein has developed a
formidable ability to support and oversee management’s execution on transactional opportunities for
driving strategic growth. While serving more than a decade as a global Chair of Latham’s M&A practice,
Mr. Gerstein played a key role in building the rm’s M&A practice into a U.S. and global leader, evidencing
the value of his contribution to the Board’s collective oversight of management’s strategies for amplifying
Omnicom’s business. In his role as a senior law rm partner, Mr. Gerstein has provided critical guidance
to many company boards regarding crisis management situations, an important facet of the Board’s
aggregation of skills. Mr. Gerstein also has extensive experience advising clients on investor relations
and engagement, including on capital allocation and ESG matters, which contributes signicantly to the
Board’s support and oversight of management’s robust shareholder engagement efforts. With these
many years of experience counselling the directors and ocers of Fortune 500 companies and other
public companies on a broad spectrum of legal and regulatory matters, Mr. Gerstein also possesses
a sophisticated ability to gauge the legal and regulatory risks navigated by senior leadership of public
companies such as Omnicom. Mr. Gerstein’s extensive mergers and acquisitions and capital allocation
experience is not only a tremendous asset for the Board, but is also particularly valuable to his service as
a member of the Company’s Finance Committee.
ITEM 1 — ELECTION OF DIRECTORS
20 2024 Proxy Statement
Ronnie S. Hawkins
Age 55
Director since
2018
Member of the Compensation
and Governance Committees
PROFESSIONAL EXPERIENCE:
Mr. Hawkins is a Partner of Global Infrastructure Partners, and has been with such company since
April 2018. Global Infrastructure Partners is an infrastructure-focused private equity rm with over
$100 billion of assets under management. In this role, Mr. Hawkins focuses on international investments .
Until April 2018, Mr. Hawkins was a Managing Director, Head of International Investments and member
of the Investment Committee of EIG Global Energy Partners, which he joined in 2014. From 2009 to
2013, Mr. Hawkins was an Executive Vice President of General Electric where he led GE Energy’s Global
Business Development activities and served as Chair of the GE Energy Investment Committee. Prior
to that, Mr. Hawkins spent 19 years as a senior member of the investment banking departments at
Citigroup and Credit Suisse, completing corporate advisory assignments in over 50 countries, including
mergers, acquisitions, divestitures and restructurings. Mr. Hawkins has also led numerous corporate
nancings for large companies including equity, debt and structured nancings.
KEY SKILLS AND QUALIFICATIONS:
Mr. Hawkins has extensive strategic planning and corporate advisory experience developed over
many years as an investment banker, corporate executive and most recently as a Partner of Global
Infrastructure Partners. With a focus on investments outside of the U.S., Mr. Hawkins possesses an
in-depth understanding of the complex regulations governing international business operations and
contributes the highest level of international experience to the Board’s mix of skill sets. Mr. Hawkins
also served as a senior executive at General Electric for several years where he managed acquisitions,
divestitures and joint ventures while leading GE Energy’s Global Business Development activities. Having
structured and overseen a great number of business transactions encompassing varied and complex
business strategies, Mr. Hawkins has honed an acute understanding of strategic planning, business
operations and the role of management. This background and knowledge serves as a key component of
the Board’s effective oversight of Omnicom and its management. Having held several senior positions
at Citigroup and Credit Suisse leading corporate nancings and advising public companies on large
transactions, Mr. Hawkins brings valuable investment banking expertise to the Board . Through his
considerable experience advising corporate clients, Mr. Hawkins has developed an expert knowledge of
corporate compliance best practices which is additive to his service on the Governance Committee and
strengthens its oversight of related risks. The experience gained through advising clients on mergers,
acquisitions and other strategic corporate transactions provides Mr. Hawkins with a sophisticated ability
to evaluate businesses and discern opportunities for growth that greatly enhances the collective skills of
the Board .
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 21
Deborah J. Kissire
Age 66
Director since
2016
Chair of the Finance
Committee and Member of
the Audit Committee
PROFESSIONAL EXPERIENCE:
Ms. Kissire held multiple senior leadership positions at EY during her career from 1979 to 2015, serving
most recently as Vice Chair and Regional Managing Partner, member of the Americas Executive Board
and member of the Global Practice Group. Other positions held include the U.S. Vice Chair of Sales and
Business Development and National Director of Retail and Consumer Products Tax Services. Throughout
her career at EY, Ms. Kissire’s leadership skills and vision were leveraged for strategic rm initiatives and
programs .
OTHER PUBLIC COMPANY BOARDS:
Ms. Kissire is a director and Chair of the Audit Committee of Cable One, Inc., a company that provides
customers with cable television, high-speed Internet and telephone services, and a director, Chair of the
Nominating and Corporate Governance Committee and member of the Compensation Committee of
Axalta Coating Systems Ltd., a manufacturer of liquid and powder coatings. Ms. Kissire also serves as
a director, Chair of the Audit Committee and member of the Environmental, Health, Safety, Quality and
Public Policy Committee of Celanese Corporation, a global chemical and specialty materials company
that engineers and manufactures a wide variety of products.
KEY SKILLS AND QUALIFICATIONS:
Ms. Kissire brings several key skills to the Board’s overall mix of knowledge and experience. Throughout
a career of 36 years at EY, an internationally recognized accounting rm, Ms. Kissire distinguished herself
in a variety of roles. She gained extensive experience serving in senior positions at EY and developed a
sophisticated ability to gauge risk in nancial, accounting and tax matters. Under Ms. Kissire’s leadership,
the size of EY’s Mid-Atlantic practice more than doubled. Through her experience and leadership
capabilities, Ms. Kissire has proven herself to possess not only an in-depth understanding of the global
nancial and taxation regulations facing a business such as Omnicom, but also a keen understanding
of how to effectively grow a complex business. Ms. Kissire’s strategic vision and signicant nancial
expertise are a tremendous asset to Omnicom’s Finance Committee, of which she is the Chair. Among
her leadership roles at EY, Ms. Kissire served as an executive advisor for the rm’s offering in Cyber
Economic Security, giving her a unique perspective on digital vulnerabilities and methods of preventing
and mitigating cyber-attacks. Taken together, these skills comprise an important component of the
Board’s aggregation of skill sets and make Ms. Kissire an extremely effective member of the Board and
Audit Committee and Chair of the Finance Committee. Further, Ms. Kissire also serves as a director
of other public company boards, including serving as Chair of audit and nominating and corporate
governance committees.
ITEM 1 — ELECTION OF DIRECTORS
22 2024 Proxy Statement
Gracia C. Martore
Age 72
Director since
2017
Chair of the Compensation
Committee and Member of
the Audit Committee
PROFESSIONAL EXPERIENCE:
Ms. Martore is the former President and Chief Executive Ocer of TEGNA Inc., one of the nation’s largest
local media companies formerly known as Gannett Co., Inc., a position she held from October 2011 to
June 2017. Ms. Martore held various leadership roles over her 32-year career at TEGNA, including as
President and Chief Operating Ocer from 2010 to 2011, Executive Vice President and Chief Financial
Ocer from 2005 to 2010 and Senior Vice President and Chief Financial Ocer from 2003 to 2005. Prior
to TEGNA, Ms. Martore worked for 12 years in the banking industry. Ms. Martore is also a member of the
board of directors of FM Global and is Chair of The Associated Press.
OTHER PUBLIC COMPANY BOARDS:
Ms. Martore is a director and member of the Audit and Finance Committees of WestRock Company, a
multinational provider of paper and packaging solutions for the consumer and corrugated packaging
markets, and a director, Chair of the Compensation Committee and member of the Audit Committee of
United Rentals, Inc., the world’s largest equipment rental company.
KEY SKILLS AND QUALIFICATIONS:
Having served as President and Chief Executive Ocer of TEGNA , Ms. Martore brings strong leadership
skills, broad strategic vision, nancial expertise and proven business acumen to the Board. Ms. Martore’s
successful navigation of TEGNA’s strategy through a period of signicant technological disruption within
its industry strengthens the collective oversight function of the Board as it assesses risk and evaluates
strategies regarding technological advances implemented by our agencies. Under her leadership, TEGNA
doubled its broadcast portfolio and acquired full ownership of Cars.com. Ms. Martore’s experience
running TEGNA adds to the Board the highest level of industry experience and a keen understanding
of the media buying perspective, which is a crucial component of Omnicom’s businesses. Ms. Martore
also led the separation of TEGNA into two separate publicly traded companies. The strategic vision
evidenced by Ms. Martore’s successes in transforming TEGNA and generating value for shareholders
is a critical skill for the Board’s overall mix of skill sets. Prior to serving as President and Chief Executive
Ocer, Ms. Martore served in a variety of leadership roles at TEGNA, including Treasurer, Executive
Vice President, Chief Operating Ocer and Chief Financial Ocer. Ms. Martore’s experience in these
varied roles brings signicant operational, nancial, accounting, and risk management skills to the Board
that are directly leveraged through her service as Chair of the Compensation Committee and a member
of the Audit Committee. In addition, Ms. Martore’s extensive business and nancial expertise enhance
the Board’s overall ability to guide business development strategy and oversee management of nancial
and operational matters. Ms. Martore’s leadership positions at TEGNA, coupled with her service as Chair
and member of other public company compensation committees, contributes signicantly to her role
as Chair of Omnicom’s Compensation Committee and better enables the Board to perform its function
of overseeing executive compensation and retention. Ms. Martore also brings to the Board considerable
experience serving on the boards and committees of other public companies.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 23
Patricia
Salas Pineda
Age 72
Director since
2022
Member of the
Governance and Finance
Committees
PROFESSIONAL EXPERIENCE:
Ms. Pineda served as Group Vice President of Hispanic Business Strategy for Toyota Motor North
America, Inc. from 2013 to October 2016. Prior to that, Ms. Pineda was Group Vice President of National
Philanthropy for nine years. During her time at Toyota Motor North America, which she joined in 2004,
Ms. Pineda also served as General Counsel and Group Vice President of Administration, Corporate
Advertising, Corporate Communications and Diversity. Before that, Ms. Pineda was General Counsel,
Vice President of Human Resources, Government and Environmental Affairs, and Corporate Secretary of
New United Motor Manufacturing, Inc., where she had worked since 1984. Ms. Pineda is also currently
a member of the board of directors of the Latino Corporate Directors Association and a member of the
Board of Trustees of Earthjustice.
OTHER PUBLIC COMPANY BOARDS:
Ms. Pineda is a director and member of the Compensation and Nominating and Governance Committees
of Frontier Group Holdings, Inc., the parent company of Frontier Airlines, and a director and member of
the Compensation, Culture and Talent, and Finance Committees of Portland General Electric, a utility
company. Ms. Pineda also served as a director of Levi Strauss & Company during the last ve years.
KEY SKILLS AND QUALIFICATIONS:
With many years of executive leadership experience working in C-Suite roles at Toyota Motor North
America, including that of Group Vice President of Hispanic Business Strategy, Ms. Pineda contributes
broad strategic vision, sophisticated leadership ability and strong business development acuity to the
Board, strengthening its collective oversight of Omnicom’s management. During her distinguished career
at Toyota Motor North America, Ms. Pineda also served as Group Vice President of Administration,
Corporate Advertising, Corporate Communications and Diversity, roles through which she honed many
relevant skills, including a deep understanding of operational matters, valuable industry knowledge
and a keen sense of the DE&I landscape, each of which is an important aspect of the Board’s oversight
mandate. In addition, Ms. Pineda served as Toyota Motor North America’s General Counsel, in which
role she developed the highest level of legal and regulatory expertise. This legal and regulatory
expertise is fundamental to the Board’s mix of skills, and greatly contributes to the Board’s ability to
oversee management of Omnicom’s legal and regulatory risks. Prior to joining Toyota Motor North
America, Ms. Pineda served as General Counsel, Vice President of Human Resources, Government and
Environmental Affairs, and Corporate Secretary of New United Motor Manufacturing, experience which
brings signicant corporate governance, environmental sustainability and human capital management
know-how to Omnicom’s Board. The strength of judgment derived from having served in her General
Counsel roles, coupled with Ms. Pineda’s facility for understanding complex legal, regulatory and
compliance issues, considerably adds to her service as a member of Omnicom’s Governance Committee.
In the aggregate, Ms. Pineda’s professional experience enhances the Board’s ability to oversee
management’s execution against strategic priorities for long-term shareholder value creation. In addition,
Ms. Pineda has extensive experience serving on the boards of other public companies.
ITEM 1 — ELECTION OF DIRECTORS
24 2024 Proxy Statement
Linda
Johnson Rice
Age 66
Director since
2000
Member of the
Compensation and Governance
Committees
PROFESSIONAL EXPERIENCE:
Ms. Rice is Chief Executive Ocer of Johnson Publishing Company, formerly the parent company for
EBONY and Jet magazines and Fashion Fair Cosmetics. Ms. Rice is the former Chairman Emeritus of
Ebony Media Holdings, the parent company for the Ebony and Jet brands, and the former Chairman
Emeritus of Ebony Media Operations, for which she also served as Chief Executive Ocer from 2017 until
2019. Ms. Rice joined Johnson Publishing Company in 1980, was elected President and Chief Operating
Ocer in 1987 and served as Chairman and Chief Executive Ocer from 2008 to 2019. Johnson
Publishing Company led a voluntary petition for bankruptcy under Chapter 7 of the U.S. Bankruptcy
Code on April 9, 2019.
OTHER PUBLIC COMPANY BOARDS:
Ms. Rice is a director and Chair of the Nominating and Corporate Governance Committee of Enova
International, Inc., a provider of online nancial services to non-prime consumers and small businesses.
Ms. Rice also served as a director of Grubhub Inc. and Tesla, Inc. during the last ve years.
KEY SKILLS AND QUALIFICATIONS:
Ms. Rice’s deep understanding of media, advertising and brand management and substantial knowledge
of consumer businesses developed during her tenure as President and Chief Operating Ocer of
Johnson Publishing Company brings to the Board valuable insight into Omnicom’s businesses
and the concerns of its clients, a matter of paramount importance to Omnicom’s global business
growth. Ms. Rice’s industry expertise is a key Board skill that allows her to contribute a sophisticated
oversight capability with respect to the complex business strategies driving Omnicom’s success and
underpinning its commitment to long-term shareholder value creation. The experience and knowledge
base Ms. Rice developed through her leadership role as Chief Executive Ocer of Johnson Publishing
Company, in which she oversaw the organization’s largest and most critical business relationships,
serves as a valuable component of the Board’s overall mix of business expertise, particularly in light
of the importance of client relationships to Omnicom’s continued success. Ms. Rice also has very
broad experience through having served for more than 25 years on the boards, audit committees,
compensation committees and nominating and governance committees of several other large public
companies in a variety of industries. The breadth of this board experience adds to the strength of
Omnicom’s Board and contributes to the oversight function of its Compensation and Governance
Committees on which Ms. Rice serves.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 25
Cassandra Santos
Age 54
Director since
2024
Member of the
Finance Committee
PROFESSIONAL EXPERIENCE:
Ms. Santos served as the Chief Information Ocer of Asurion from 2021 to February 2024, where she
led a division driving global tech and procurement strategy to develop and support innovative tech
products for business growth. Prior to Asurion, Ms. Santos held various technology leadership roles in
the nance industry, including, from 2019 to 2021, serving as the Head of Business Process Innovation
at AllianceBernstein, and, from 2014 to 2019, as the Chief Information Ocer of General Atlantic. Prior
to that, Ms. Santos served as a strategic consultant at McKinsey & Company and its private investment
subsidiary MIO Partners, advising world class companies on technology innovation and strategy.
Ms. Santos serves as the Board Chair of the Greater Nashville Technology Council, as a director of
Horizon Blue Cross Blue Shield of New Jersey, and as a member of the Nashville Electric Service Board.
In addition, Ms. Santos serves or has served on the advisory boards of Zoom, Amazon Web Services,
Moveworks, Box, Agio, Masergy, Appirio and Computer Design and Integration. Ms. Santos started
her career at NASA, supporting over 20 space shuttle missions, including the rst MIR docking and the
Hubble Telescope repair missions.
KEY SKILLS AND QUALIFICATIONS:
Having served in various technology leadership positions and on the advisory boards of several
leading technology companies, Ms. Santos contributes the highest level of technology expertise to
our Board’s collective mix of skill sets. Through her senior technology positions, including her most
recent role as Chief Information Ocer at Asurion, Ms. Santos has developed and continues to hone
a deep understanding of the shifting technology landscape and rapidly evolving challenges, risks and
opportunities central to a company’s technology business strategy. Under her leadership, Asurion
signicantly reduced supply chain losses, increased tech cost eciency, and pioneered the use of
AI, including implementation of a new AI-powered call center platform. The breadth of Ms. Santos’s
professional experience as a strategic leader in technology innovation and information technology
enables her to bring to the Board a broad strategic vision encompassing a wide technology spectrum.
Her signicant technology background and proven business acumen serve as important components
of our Board’s collective function of overseeing management’s strategic priorities, particularly in the
areas of technology, data privacy and cybersecurity. With extensive private equity and M&A experience
derived from having developed M&A strategy for the AllianceBernstein executive team and having led
the global technology team at General Atlantic, Ms. Santos brings a sophisticated understanding of
M&A strategy and technology businesses to the Board. This technology-focused M&A experience is
particularly valuable to her service on the Finance Committee as it oversees executive management’s
execution against strategic acquisition priorities in key high-growth areas such as e-commerce and
digital technologies.
ITEM 1 — ELECTION OF DIRECTORS
26 2024 Proxy Statement
Valerie M. Williams
Age 67
Director since
2016
Member of the Audit and
Finance Committees
PROFESSIONAL EXPERIENCE:
Ms. Williams is a former Southwest Assurance Managing Partner for EY, a position she held from 2006
to 2016. She joined EY in 1981 and has over 35 years of audit and public accounting experience, serving
numerous global and multi-location companies in various industries. Ms. Williams held several senior
leadership positions at EY and served on multiple strategic committees, including the rm’s Partner
Advisory Council, Inclusiveness Council, Audit Innovation Taskforce and the Diversity Taskforce. In
addition, Ms. Williams serves as Trustee of a number of funds in the Franklin Templeton Funds family.
OTHER PUBLIC COMPANY BOARDS:
Ms. Williams is a director, Chair of the Audit Committee and member of the Reserves Committee of
Devon Energy Corporation, a leading oil and gas producer in the U.S., and a director, Chair of the Audit
Committee and member of the Corporate Governance Committee of DTE Energy Co., a diversied energy
company involved in the development and management of energy-related businesses and services. In
addition, Ms. Williams served as a director of WPX Energy, Inc., from 2018 until its merger with Devon
Energy Corporation in January 2021.
KEY SKILLS AND QUALIFICATIONS:
Ms. Williams has extensive audit practice experience gained over the course of her career and through
this experience has developed risk management skills that are a key component of the Board’s oversight
role. The signicant nancial reporting expertise developed by Ms. Williams through 35 years of audit
and public accounting experience serving numerous global and multi-location companies in various
industries is a valuable contribution to the Board’s overall mix of skill sets and is particularly additive
to Ms. Williams’s service as a member of the Audit Committee. Ms. Williams distinguished herself in
various senior roles throughout her career at EY, and successfully grew a large audit practice group
through expert oversight of operations and strategy development. These achievements underscore the
business expertise and leadership skills that Ms. Williams possesses and that better enable the Board
to effectively oversee the growth of Omnicom’s businesses. Omnicom is a global business, and through
her experience representing international businesses, Ms. Williams contributes signicantly to the
Board’s oversight of Omnicom’s multinational strategies for growth. Ms. Williams also served on several
important committees at EY, including the Inclusiveness Council and the Diversity Taskforce, and brings
to the Board strategic DE&I knowledge . Further, Ms. Williams has signicant experience serving on other
public company boards and audit committees.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 27
DIRECTOR INDEPENDENCE
Our non-management directors are Mary C. Choksi, Leonard S. Coleman, Jr., Mark D. Gerstein, Ronnie S. Hawkins,
DeborahJ. 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-aliated 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 aliated. 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 Ocer, is not independent due to his position as
an executive ocer.
SHAREHOLDER NOMINATION PROCESS
Nominations for directors at our 2025 Annual Meeting of Shareholders may be made only by the Board, or by a shareholder
entitled to do so pursuant to the Amended and Restated By-laws of the Company (“By-laws”), not later than the deadlines set
forth on page 86 in the section entitled “Shareholder Proposals and Director Nominations for the 2025 Annual Meeting.”
Our By-laws provide that shareholders may present director nominations directly at the annual meeting (and not for
inclusion in our proxy statement) by satisfying certain advance notice requirements, and providing information as to such
nominee and submitting shareholder as specied 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 threeyears 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
specied 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 led with the SEC.
The Governance Committee will consider all candidates recommended by our shareholders in accordance with the
procedures included in our By-laws and this Proxy Statement. We did not receive any nominee recommendations from
shareholders for the 2024 Annual Meeting. Any director candidate recommendations made by shareholders in connection
with future meetings that are properly submitted will be considered by the Governance Committee in the same manner as
those submitted by the Board or the Governance Committee itself.
ITEM 1 — ELECTION OF DIRECTORS
28 2024 Proxy Statement
MAJORITY VOTING STANDARD FOR ELECTION OF DIRECTORS
In accordance with our By-laws, directors are elected by a majority of the votes cast. That means the nominees will be
elected if the number of votes cast “for” a director’s election exceeds the number of votes cast “against” such nominee.
For this purpose, abstentions and broker non-votes will not count as votes cast and will have no effect on the elections of
directors. Our form of proxy permits you to abstain from voting “for” or “against” a particular nominee. However, shares
represented by proxies so designated will count as being present for purposes of determining a quorum but will not count
as a vote cast and will have no effect on the election of directors. Such proxies may also be voted on other matters, if any,
that may be properly presented at the meeting.
If an incumbent nominee is not re-elected, NewYork 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
90days after the date of certication 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
STRATEGIC OVERSIGHT
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 reviews Omnicom’s nancial 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. At least annually, the Board has a more detailed discussion, generally over twodays, 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, DE&I,
human capital 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. 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.
RISK OVERSIGHT
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.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 29
OUR BOARD OF DIRECTORS
Administers its risk oversight function with respect to our operating risk as a whole, and the Board and its committees
meet with management at least quarterly to receive updates with respect to our business operations and strategies,
nancial results and the monitoring of related risks. The Board also delegates oversight of selected elements of risk to the
Audit, Governance, Compensation and Finance Committees :
OUR AUDIT COMMITTEE
Oversees nancial risk exposures, including monitoring the integrity of the nancial statements, internal control over nancial
reporting, and the independence of the independent auditors of the Company. The Audit Committee inquires of management
and the independent auditors about signicant nancial risks or exposures and assesses management’s actions in light of
any such risks, and also discusses guidelines and policies governing the process by which management of the Company
assesses and manages the Company’s exposure to risk. The Audit Committee receives an assessment report from the
Company’s internal auditors on at least an annual basis and more frequently as appropriate. The Audit Committee assists
the Board with oversight of the Company’s cybersecurity risk management programs and receives periodic updates from
management regarding cybersecurity, data privacy and other risks relevant to the Company’s information technology
systems. The Audit Committee also assists the Board in fullling its oversight responsibility with respect to compliance with
legal and regulatory matters related to the Company’s nancial statements and meets at least quarterly with our nancial
management, independent auditors and legal advisors for updates on risks related to our nancial reporting function.
OUR GOVERNANCE COMMITTEE
Oversees governance-related risk by working with management to establish Corporate Governance Guidelines and
policies applicable to the Company and our management, including recommendations regarding director nominees,
the determination of director independence, Board leadership structure and membership on Board committees.
The Company’s Governance Committee also oversees risk by working with management to adopt codes of conduct and
business ethics designed to encourage the highest standards of business conduct and ethics. The Governance Committee
also oversees the Company’s climate change initiatives and processes, and receives periodic reports from management on
progress against goals and targets.
OUR COMPENSATION COMMITTEE
Oversees compensation-related risk by working with management in the creation of compensation structures that create
incentives to encourage a level of risk-taking behavior consistent with the Company’s business strategy.
OUR FINANCE COMMITTEE
Oversees nancial, credit and liquidity risk by overseeing our Treasury function to evaluate elements of nancial and credit risk
and advise on our nancial strategy, capital structure, capital allocation and long-term liquidity needs, and the implementation
of risk mitigating strategies. The Finance Committee also oversees risk related to acquisitions and divestitures.
THE COMPANY’S MANAGEMENT
Responsible for day-to-day risk management. The CEO, CFO and General Counsel periodically report on the Company’s risk
management policies and practices to relevant Board committees and to the full Board. Our Treasury, Legal, Controller,
Information Technology, and Internal Audit functions work with management at the agency level, serving as the primary
monitoring and testing function for company-wide policies and procedures, and managing the day-to-day oversight
of risk management strategy for the ongoing business of the Company. We believe the division of risk management
responsibilities described above is an effective approach for addressing the risks facing the Company and that our Board
leadership structure supports our approach.
ITEM 1 — ELECTION OF DIRECTORS
30 2024 Proxy Statement
Diversity, Equity and Inclusion
Fostering a culture that is inclusive, diverse and equitable across our organization has been a longstanding priority at
Omnicom. We believe that workplace diversity, inclusivity, and equity creates value for the Company, enhances the quality
of work we create for clients and is a cornerstone of our positive corporate culture. Omnicom’s commitment to diversity is
overseen by and reected within the boardroom. Our 11 Board nominees include seven women (including Mary C. Choksi,
our Lead Independent Director), four directors who are Black and two who are Hispanic/Latinx. Our Audit, Compensation
and Finance Committees are Chaired by directors who are women, and the Chair of our Governance Committee isBlack.
During 2023, we have taken additional steps to more fully embrace DE&I within our Company culture and advance the plan
outlined in OPEN 2.0. Through the eight Action Items outlined in OPEN 2.0, we are building on the progress that we have
made thus far to achieve our ultimate goal: systemic equity throughout Omnicom. With executive support, the involvement
of Omnicom agencies, and the leadership of our expanded DE&I team, we have been able to advance our DE&I initiatives
globally.
Across the Company, we are committed to recruiting and retaining the best talent from a diverse range of backgrounds,
experiences and perspectives and have implemented key programs and initiatives to help us deliver on this commitment.
These efforts include:
� Internalfocusandaccountability–Omnicom has a Chief Equity and Impact Ocer, reporting directly to the CEO, who
oversees the broad spectrum of DE&I matters and manages DE&I initiatives throughout our Company. Our individual
networks employ their own Chief Diversity& Inclusion Ocers or Directors of DE&I, and throughout Omnicom and its
networks, 60+ professionals are dedicated full-time to overseeing and advancing DE&I efforts across our organization.
� OmnicomPeopleEngagementNetwork(OPEN)–is our umbrella group for Omnicom’s network employee engagement
groups and activities. Led by the OPEN Leadership Team of senior-level Chief DE&I Champions across the Company,
OPEN meets regularly to share best practices and develop tools to eciently and effectively incorporate DE&I initiatives
across Omnicom’s oces.
� GlobalOPENERGs–Omnicom has six OPEN Employee Resource Groups (“ERGs”), which are global employee groups
open to all employees created to foster an inclusive and engaging work environment and increase networking and business
opportunities. Our ERGs work together to leverage their collective networks and accelerate progress towards our goals.
� BlackTogether–is committed to fostering engagement, sponsorship, mentorship and professional development
that aids in the retention and advancement of Black talent within Omnicom. Black Together creates alliances with
other OPEN diversity groups and provides opportunities to enlighten and elevate Omnicom’s Black community and
its allies.
� AsianLeadersCircle–is dedicated to progressing and empowering all Asian employees. Its mission is to elevate
and connect Asian employees to create a professional community to support and celebrate one another.
� AccentO–(for our Hispanic/Latinx community) —is a network that brings together the diverse cultures of
Omnicom’s Hispanic/Latinx employees to connect and support each other. By building a community and exchanging
ideas, AccentO promotes an environment that supports the recruitment, retention, and professional growth and
development of Hispanic/Latinx employees.
� OPENPride–with multiple chapters around the globe, OPEN Pride specically strives to identify and develop
LGBTQ talent and promote awareness, acceptance and advocacy by creating opportunities for leadership, visibility,
community involvement, networking and business throughout our networks.
� OPENDisAbility–OPEN DisAbility seeks to drive disability representation, raise awareness of those who have a
visible or invisible disability, and build a community approach towards helping our agencies become truly inclusive of
persons with disabilities.
� Omniwomen–is a global initiative with multiple chapters around the world intended to serve as a catalyst to
increase the inuence and number of women leaders across the Omnicom networks. Leading this initiative are the
most senior women executives across Omnicom and its agencies.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 31
� OPEN2.0–is our current DE&I plan, comprised of the below eight Action Items, which builds on the progress that we
have made thus far to achieve our ultimate goal: systemic equity throughout Omnicom. As we go into year three of
OPEN 2.0, the focus for each Action Item will be as follows:
1. ExpandandEmpowerOPENLeadershipTeam–Further expand, support, and empower the team (led by our Chief
Equity and Impact Ocer); provide training and development for our DE&I leaders.
2. AttractingandRecruitingTalent–Together with the OPEN Leadership Team and talent leaders across the network,
agencies will promote our DE&I programs and initiatives.
3. TalentDevelopment–Establish a program and workshops to nurture a culture of advocacy and create a path for
success and advancement of individuals across Omnicom.
4. TalentRetention–Build on the career advancement and mobility programs/platforms that help our workforce grow
and thrive at Omnicom. Leverage our OPEN ERGs to create a stronger connection with and among our talent.
5. Clients–Equip our client-facing leaders with the insights, tools and resources they need to create more inclusive
work. Strengthen relationships between our OPEN Leaders and their DE&I client counterparts and incorporate best
practices for integrating DE&I into the client experience.
6. Community–We will continue to partner with organizations that support underrepresented talent in our industry
and offer our professional services on a pro bono basis to advance the goals of non-prot organizations that serve
the community.
7. MandatoryTraining–Building on our global foundational DE&I training, we plan to develop a DE&I Training Center
of Excellence that will include mandatory and elective courses, as well as market-specic training as needed. We
plan to have a consistent and compelling communication on DE&I efforts to our key stakeholders, beginning with
employees.
8. Accountability–Our progress and effectiveness are measured by ve KPIs listed below that are part of our
operations and a factor in executive compensation.
Hiring
Promotion/Career Advancement
Retention
Training
ERG Participation
� IndustryPrograms–We are committed to strengthening our existing support of organizations and programs that are
dedicated to increasing diversity and access across Omnicom’s various industries. These programs include AAF Most
Promising Multicultural Students, ADCOLOR, GLAAD, Institute for Public Relations, The Valuable 500 and HBCUs.We
will continue to invest in partnerships that help us advance OPEN 2.0 and provide opportunities for recruiting, talent
development and platforms for thought leadership.
� Supplierdiversity–Through a strategic partnership with the National Minority Supplier Development Council (NMSDC),
Omnicom is innovating and supporting supplier diversity in the advertising industry. Our collaboration is expected to lead
to the certication, exposure and increased investment for more diverse suppliers within our own network and beyond.
We have been publicly recognized for our DE&I efforts and initiatives. Forbes named us to its 2023 lists for Best Employers
for Women and Best Employers for New Grads. Diversity First ranked us #23 out of all Fortune 500 companies in its list of
Top 50 Companies for Diversity after assessing the racial and gender diversity of our executive and board membership.
In addition, we achieved a perfect score of 100% for the seventh consecutive year on the Corporate Equality Index (CEI)
administered by the Human Rights Campaign Foundation. This index is a nationally recognized benchmarking tool for
corporate inclusivity policies, benets and practices pertinent to LGBTQ employees. Due to our high score, we were
designated as a 2023 “Best Place to Work for LGBTQ Equality.”
ITEM 1 — ELECTION OF DIRECTORS
32 2024 Proxy Statement
Omnicom’sU.S.EqualEmploymentOpportunityCommission(EEOC)Data
as of November30, 2022 and 2023
Black Asian Hispanic White Female
2022 2023 2022 2023 2022 2023 2022 2023 2022 2023
Executive Managers 3.6% 3.7% 8.2% 7.8% 6.4% 7.0% 79.5% 79.3% 52.6% 52.6%
Mid Managers 5.3% 5.4% 9.3% 9.6% 9.9% 10.7% 72.5% 71.1% 58.3% 59.5%
Professionals 7.6% 7.9% 12.0% 12.4% 12.8% 12.8% 63.8% 62.9% 62.3% 62.4%
We believe that these statistics and the diversity of our Board clearly reect the value Omnicom places on workplace
diversity and our efforts to promote professional opportunities for women and diverse individuals.
Learn more at https://www.omnicomgroup.com/wp-content/uploads/2023/06/OMC_22_DEI_Report-2.pdf. However, for the
avoidance of doubt, neither this report nor the content of our website and documents accessible thereby are incorporated
herein by reference, absent express language to the contrary.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 33
Shareholder Engagement and Responsiveness
SHAREHOLDER ENGAGEMENT
We are strongly committed to shareholder outreach, supported and overseen by the Board, and believe regular, transparent
communication with our shareholders is important to our long-term success. Mr. Coleman, our former Lead Independent
Director, and Ms. Choksi, our newly-appointed Lead Independent Director, actively participate in select investor meetings.
To enable us to fully address any shareholder concerns, shareholder feedback is shared with the Governance and
Compensation Committees, as appropriate, as well as with the full Board.
Annual Meeting
of Shareholders
Spring
Pre-annual meeting shareholder
engagement: meet with shareholders to
solicit feedback and answer questions
regarding matters addressed in the
proxy statement
Winter
Incorporate shareholder input into
annual meeting planning: weigh
governance enhancements as
warranted, and reflect changes in
proxy statement disclosure
Fall
Conduct shareholder meetings: discuss
engagement priorities, gather input through
shareholder meetings, and report feedback
to the Board and Governance and
Compensation Committees
Summer
Assess results of annual meeting:
determine
any responsive actions to be taken and
formulate engagement priorities for the
coming year
In the fall of 2023, we reached out to shareholders holding 70% of our outstanding shares with an invitation to engage.
We spoke to every shareholder that accepted our invitation, which represented an aggregate of 22% of our outstanding
shares, 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 our former Lead Independent Director did in
prior years, Ms. Choksi was a participant in select shareholder engagement in 2024. Feedback received during all investor
engagements continued to be shared with the full Board.
Based on feedback we received from shareholders, the Board has taken signicant steps to be responsive to their concerns.
Signicant shareholder input over a number of years has informed the Board’s decision-making process with respect
to its refreshment, composition and leadership, resulting in nine of our former Board members stepping down from the
Board since May of 2016. More recently, conversations with many of our shareholders contributed to the Board’s Lead
Independent Director succession process, which resulted in Ms. Choksi being appointed as our new Lead Independent
Director effective January 1, 2024.
For a more complete summary of the feedback we heard from 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 corporate responsibility and diversity disclosure in response to
input received. Our Board and management found this engagement constructive and informative, and we will continue our
engagement efforts. In addition to the direct input of our shareholders, we also consider the Investor Stewardship Group’s
six corporate governance principles for U.S.-listed companies.
SHAREHOLDER COMMUNICATIONS WITH BOARD MEMBERS
Interested parties, including shareholders, may communicate (if they wish on a condential, 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, NewYork,
NewYork 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.
ITEM 1 — ELECTION OF DIRECTORS
34 2024 Proxy Statement
Board Leadership Structure
LEAD INDEPENDENT DIRECTOR, CHAIRMAN AND CEO ROLES
Our Governance Committee, as well as the full Board when appropriate, regularly evaluates the leadership structure of our
Board to determine what governance arrangements are most appropriate for the Company and shareholders. The Executive
Chairman structure supported an optimal leadership transition in our last CEO succession, and the Board believes that it
is important to maintain exibility 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 benets of having our CEO chair Board
meetings in which strategic business matters are routinely discussed.
The Board strongly believes that it is critical to the success of our Company that our CEO, Mr.Wren, serve as Chairman
at this time. The Board evaluates a range of factors in determining its leadership structure, including the complexity of
our business, our ongoing organizational realignment, our robust Lead Independent Director role, and feedback from our
shareholders regarding Omnicom’s leadership structure:
� Business Complexity: The Board considers the complex nature of our Company and our business, and that the success
of a professional services business such as ours is based on retaining the most talented individuals to best serve our
clients. Ensuring executive-level continuity in the CEO and Chairman roles is integral to supporting the transition of
hundreds of client relationships, which have been built on trust and support over manyyears.
� 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
signicant responsibilities, similar to those typically overseen by an independent Chairman (see page35 for a full list of
these responsibilities). The Board annually reviews the responsibilities assigned to the Lead Independent Director role,
and in February 2023, the Board enhanced the already robust responsibilities assigned to this role to include:
� leading director recruitment, mentoring and development;
� collaborating with the Board Chairman and committee chairs to oversee coordinated coverage of responsibilities
across committees and the effective functioning of committees; and
� coordinating feedback to the CEO on behalf of independent directors.
� Shareholder Feedback: The Board carefully considers shareholder perspectives on Omnicom’s leadership structure
through extensive engagement conducted annually. Omnicom reached out to shareholders representing 70% of
our outstanding shares in the fall of 2023 and engaged with every shareholder who accepted our invitation, which
represented an aggregate of 22% of our outstanding shares. During discussions with our shareholders, the vast majority
expressed support for our combined Chairman and CEO positions at this time–particularly in light of our strong Lead
Independent Director role.
While the Board is condent 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.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 35
LEAD INDEPENDENT DIRECTOR
Our Board is committed to improving the Company’s corporate governance practices, and we have signicantly 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 conicts of interest process for all directors, including the Chairman and CEO;
� Advise the Chairman, including providing input as to the quality, quantity and timeliness of information provided to the Board;
� Engage and consult with shareholders as part of our shareholder engagement process; and
� Perform such other duties as the Board may from time to time delegate.
We believe that this leadership structure enhances the accountability of the Chairman and CEO to the Board and
strengthens the Board’s independence from management.
LEAD INDEPENDENT DIRECTOR SUCCESSION
On the recommendation of the Governance Committee, the independent members of our Board designate the Lead
Independent Director annually. In December 2023, the independent members of our Board elected Mary C. Choksi to serve
as the Company’s new Lead Independent Director in light of Leonard Coleman’s decision to step down from the role at the
end of 2023.
Our Board conducted the Lead Independent Director succession planning process, and Mr. Coleman was largely
responsible for leading that process and for Ms. Choksi’s transition into the Lead Independent Director role. Mr. Coleman
will remain on our Board and continue to support and advise Ms. Choksi in the initial period of her service as Omnicom’s
Lead Independent Director.
During his tenure in the Lead Independent Director role, Mr. Coleman consistently demonstrated thoughtful leadership,
including encouraging healthy debate and discussion in the b oardroom . Each year in which he served as the Lead
Independent Director, Mr. Coleman also committed to being personally involved in our shareholder engagement efforts and
engaged directly with our investors.
Ms. Choksi has unfailingly proven herself to be a strong and dedicated Board leader t hroughout her tenure on our Board ,
and she has been an extremely effective Chair of our Audit Committee since assuming that role in 2018 . Ms. Choksi
possesses extensive public company board experience, and is an intelligent decision-maker whose integrity and values
align perfectly with the important role of Lead Independent Director. Ms. Choksi has also already participated in shareholder
engagement since assuming the Lead Independent Director role on January 1, 2024.
ITEM 1 — ELECTION OF DIRECTORS
36 2024 Proxy Statement
BOARD OPERATIONS AND COMMITTEE STRUCTURE
Our Board met eight times during 2023. The Board generally conducts specic 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 nancial reporting
� management/compensation
� corporate governance
� nance 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.
Director Audit Compensation Governance Finance
Mary C. Choksi
Leonard S. Coleman, Jr.
Mark D. Gerstein
Ronnie S. Hawkins
Deborah J. Kissire
Gracia C. Martore
Patricia Salas Pineda
Linda Johnson Rice
Cassandra Santos
Valerie M. Williams
John D. Wren
Number of Meetings in 2023 12 9 6 9
Member
Chair
AUDIT COMMITTEE The Audit Committee’s purpose is to assist the Board in carrying out its nancial reporting
and oversight responsibilities, including oversight of risk as described in “Risk Oversight”
beginning on page 28 above. In this regard, the Audit Committee assists the Board in its
oversight of (a) the integrity of our nancial statements, (b) compliance with legal and
regulatory requirements, (c) the qualications and independence of our independent
auditors, and (d) the performance of our internal audit function and independent auditors.
Furthermore, the Audit Committee prepares the report included below in the section
entitled “Audit Committee Report.” The Audit Committee also has the power to retain or
dismiss our independent auditors and to approve their compensation.
The Board has determined that each member of our Audit Committee is “independent”
within the meaning of both the rules of the NYSE and Rule 10A-3 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Board has also determined that each
member of our Audit Committee is “nancially literate,” has “accounting or related nancial
management expertise,” and, other than Mark D. Gerstein, is an “audit committee nancial
expert,” as such qualications are dened by SEC regulations and the rules of the NYSE,
respectively.
Meetings in 2023: 12
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 37
COMPENSATION COMMITTEE The Compensation Committee’s purpose is to (a) assist the Board in carrying out its
oversight responsibilities relating to compensation matters, including oversight of risk as
described in “Risk Oversight” beginning on page 28 above, (b) prepare a report on executive
compensation for inclusion in our annual Proxy Statement and (c) administer and approve
awards under our equity and other compensation plans. The report of the Compensation
Committee is included below in the section entitled “Compensation Committee Report.”
The Board has determined that each member of our Compensation Committee is
“independent” within the meaning of the rules of the NYSE and a “non-employee director”
within the meaning of the rules of the SEC.
Meetings in 2023: 9
GOVERNANCE COMMITTEE The Governance Committee’s purpose is to assist the Board in carrying out its oversight
responsibilities, including oversight of risk as described in “Risk Oversight” beginning on
page 28 above, relating to (a) the composition of the Board and (b) certain corporate
governance matters. As part of its responsibilities, the Governance Committee considers
and makes recommendations to the full Board with respect to the following matters:
Meetings in 2023: 6
� director nominees and underlying criteria for election to the Board and its committees;
� the structure, responsibilities and composition of the Board committees;
� standards and procedures for review of the performance of the Board and its
committees, as well as any actions to be taken in response to the performance
evaluation results;
� the election of the Chief Executive Ocer and other ocers required to be elected by
the Board;
� our Certicate of Incorporation and By-laws;
� our Corporate Governance Guidelines generally, including with respect to director
qualication standards, responsibilities, access to management and independent
advisors, orientation and continuing education, and management succession;
� shareholder proposals made under SEC rules;
� the Code of Business Conduct applicable to our directors, ocers and employees;
� the Code of Ethics applicable to our senior nancial ocers;
� the Political Contributions Policy;
� the charters of the Board committees; and
� the Governance Committee’s performance of its own responsibilities and, in
coordination with the Company’s Lead Independent Director, the annual performance
evaluation of the Board and its other committees.
The Governance Committee also oversees our shareholder engagement efforts and
periodically receives reports from management on shareholder feedback. In addition, the
Governance Committee oversees the Company’s climate change initiatives and processes,
and periodically receives reports from management on progress against goals and
targets. The Board has determined that each member of our Governance Committee is
“independent” within the meaning of the rules of the NYSE.
FINANCE COMMITTEE The Finance Committee’s purpose is to assist the Board in carrying out its oversight
responsibilities relating to certain nancial matters affecting Omnicom, including in respect
of acquisitions, divestitures and nancings and the oversight of risk as described in “Risk
Oversight” beginning on page 28 above.
Meetings in 2023: 9
ITEM 1 — ELECTION OF DIRECTORS
38 2024 Proxy Statement
EXECUTIVE SESSIONS
As a matter of policy, the independent, non-management directors regularly meet in executive session, without management
present. The independent directors met six times in 2023. Mr. Coleman, our former Lead Independent Director, presided over
executive sessions of the Board in 2023.
DIRECTOR ATTENDANCE
Attendance at Board and committee meetings during 2023 was 99% for the directors as a group. With the exception of two
absences, each of our directors attended every meeting of the Board and the committees of the Board on which he or she
served during 2023. We encourage our directors to attend our annual meetings of shareholders, and all of our directors
attended the 2023 Annual Meeting of Shareholders.
Board Policies and Processes
BOARD AND COMMITTEE EVALUATION PROCESS
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.
BOARD COMPOSITION AND REFRESHMENT
The Governance Committee reviews the composition of the Board and
recommends to the full Board nominees for election. The Governance
Committee periodically conducts a deliberate director skill set analysis to
identify the skills and experience needed on the Board, including to replace
any departing director. The Governance Committee also performs research,
either itself or by engaging third parties to do so on its behalf, to identify and
evaluate director candidates. Directors must receive approval from the Chair
of the Governance Committee prior to joining the board of another public
company.
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Succession
Planning and
Director
Recruitment
Process
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 39
DIRECTOR RETIREMENT POLICY
Our mandatory retirement age policy for directors provides that no director shall be nominated for election or re-election to
the Board if the director has reached 75years of age on or before December 31st of the year preceding election or re-election.
The Board, upon the recommendation of the Governance Committee, may waive this limitation for any director if the Board
determines that it is in the best interests of the Company and its shareholders to extend the director’s service. The Board has not
previously waived the policy, and in the event of a waiver, the Board will provide shareholders with a rationale for its decision.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDERPARTICIPATION
The following directors served as members of our Compensation Committee during all or a portion of 2023: Mary C. Choksi,
Leonard S. Coleman, Jr., Gracia C. Martore and Linda Johnson Rice. None of the Compensation Committee members who
served during 2023 is a current or former employee or ocer of Omnicom or its subsidiaries. None of the Compensation
Committee members who served during 2023 has ever had any relationship requiring disclosure by Omnicom under
Item 404 of Regulation S-K. During 2023, none of our executive ocers 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 ocer serving as a member of our Board or its Compensation Committee.
TRANSACTIONS WITH RELATED PERSONS
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 ocer 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 ocers 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 ocers, 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 ocer 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 ocers, we do not believe that
there were any such material transactions in effect since January 1, 2023, or any such material transactions proposed to be
entered into during 2024, with the following exception: Mr. Wren’s brother, Christopher Wren, is employed as the Financial
Systems Director for RAPP, a subsidiary of Omnicom. In 2023, his total compensation was $269,411, including salary, bonus
and other benets.
ETHICAL BUSINESS CONDUCT
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, ocers and employees, as well as all of the directors,
ocers and employees of our majority-owned subsidiaries, and requires that they avoid conicts 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 Ocers regarding ethical action and integrity relating to nancial matters applicable to our senior nancial
ocers. Our Code of Business Conduct and Code of Ethics for Senior Financial Ocers 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
nancial ocers, executive ocers and directors on our website within the time period required by the SEC and the NYSE.
ITEM 1 — ELECTION OF DIRECTORS
40 2024 Proxy Statement
We also have procedures to receive, retain and address complaints regarding accounting, nancial reporting and
disclosure, internal accounting controls or auditing matters and to allow for the condential 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 Ocers. 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 2023
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 reects 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 2023, 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 2023, 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 scal quarter. For each of the four quarters in 2023, 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 rst trading day
immediately prior to grant.
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 2023 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 rst 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 2023.
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 $20,000 each year, as long as such Chair is not also an executive ocer
of Omnicom.
ITEM 1 — ELECTION OF DIRECTORS
www.omnicomgroup.com 41
Name of Director
Fees Earned
or Paid in Cash
($)
(1)
Stock
Awards
($)
(2)
Total
($)
Mary C. Choksi $166,000 $175,000 $341,000
Leonard S. Coleman, Jr. $191,000 $175,000 $366,000
Mark D. Gerstein $136,000 $175,000 $311,000
Ronnie S. Hawkins $136,000 $175,000 $311,000
Deborah J. Kissire $168,000 $175,000 $343,000
Gracia C. Martore $168,000 $175,000 $343,000
Patricia Salas Pineda $130,000 $175,000 $305,000
Linda Johnson Rice $134,000 $175,000 $309,000
Valerie M. Williams $148,000 $175,000 $323,000
(1)
This column reports the amount of cash compensation earned in 2023 for Board and Committee service. The amounts shown
include $90,000 in cash compensation, which Mr. Gerstein elected to receive in common stock.
(2)
The amount reported in the “Stock Awards” column for each director reects the aggregate grant date fair value of the stock
granted in 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codication
Topic718 (“ASC Topic 718”). For a discussion of the assumptions used to calculate the fair value of stock awards, refer to Notes2
and 10 to the consolidated nancial statements contained in our Annual Report on Form 10-K for the year ended December 31,
2023 (the “2023 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, 2023.
No Other Compensation. Directors received no compensation in 2023 other than that described above. We do not have a
retirement plan for directors, and they receive no pension benets.
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 ve times their annual cash retainer within ve years of their joining the Board. As of December 31, 2023,
each member of our Board that has served on the Board ve years or more was in compliance with these guidelines.
42 2024 Proxy Statement
ITEM 2 — ADVISORY RESOLUTION TO
APPROVE EXECUTIVE COMPENSATION
____________________
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section14A of the ExchangeAct,
we are asking shareholders to approve an advisory resolution on the compensation of the Company’s named executive
ocers (“NEOs”) as reported in this Proxy Statement. In 2023, the Board recommended that this advisory vote to approve
NEO compensation be conducted annually, and shareholders voted in favor of this recommendation by a substantial
majority. Accordingly, the Board has determined that it will hold an advisory vote to approve NEO compensation annually
until the next vote to determine the frequency of such an advisory vote. Subsequent to the advisory vote reected in
this proposal, the next advisory vote to approve NEO compensation is expected to occur at the 2025 Annual Meeting of
Shareholders.
Our executive compensation programs are designed to support the Company’s long-term success. As described below in
the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee has structured
our executive compensation program to achieve the following key objectives:
� attract, motivate and retain the talented executives who are a critical component of Omnicom’s long-term success by
providing each with a competitive total rewards package;
� support talent development in a rapidly evolving and competitive industry;
� maintain a balanced approach to building long-term shareholder value that does not overemphasize a single metric; and
� ensure that executive compensation is aligned with both the short- and long-term interests of shareholders.
The majority of each NEO’s total compensation was variable and based on performance. With respect to our Chief Executive
Ocer, 94% of his 2023 compensation was variable and based on performance.
We urge shareholders to read the “Compensation Discussion and Analysis” below, which describes in more detail how our
executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as
the Summary Compensation Table and related compensation tables and narrative below, which provide detailed information
on the compensation of our NEOs. The Compensation Committee and the Board believe that the policies and procedures
articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our
NEOs reported in this Proxy Statement has supported and contributed to our success.
We are asking shareholders to approve the following advisory resolution at the 2024 Annual Meeting.
RESOLVED, that the shareholders of Omnicom Group Inc. (the “Company”) approve, on an advisory basis, the compensation
of the Company’s named executive ocers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of
Shareholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the
Compensation Discussion and Analysis, the Summary Compensation Table for 2023 and the other related tables and narrative
discussion.
This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although non-binding,
the Board and the Compensation Committee will carefully review and consider the voting results when evaluating our executive
compensation program.
The Board UNANIMOUSLY recommends that shareholders vote FOR the advisory resolution
to approve executive compensation.
Approval of this item requires the favorable vote of the holders of a majority of the shares voting on the item. Abstentions
and broker non-votes will have no effect on the outcome of this item.
www.omnicomgroup.com 43
EXECUTIVE COMPENSATION
____________________
Table of Contents
Page
Executive Summary 44
Overall Compensation Objectives and Principles 44
About Our Business 44
Overview of 2023 Company Performance 45
Compensation Decisions Reflect Performance 50
Last Year’s Say-on-Pay Vote and Shareholder Engagement 50
Compensation Committee Report 51
Compensation Discussion & Analysis 52
Objectives 52
Elements of Omnicom Compensation and Fiscal Year 2023 Decisions 53
Other Executive Compensation Arrangements 62
Executive Compensation- Related Practices, Policies and Guidelines 63
Summary Compensation Table for 2023 66
Grants of Plan-Based Awards in 2023 67
Outstanding Equity Awards at 2023 Year-End 68
Option Exercises and Stock Vested in 2023 69
Nonqualified Deferred Compensation in 2023 69
Potential Payments Upon Termination of Employment or Change in Control 69
Pay Ratio Disclosure 73
Pay Versus Performance Table 74
44 2024 Proxy Statement
EXECUTIVE COMPENSATION
Executive Summary
OVERALL COMPENSATION OBJECTIVES AND PRINCIPLES
The Compensation Committee is responsible for establishing, implementing and monitoring Omnicom’s executive
compensation policies and program. The overarching goals of our compensation program are to:
Attract, motivate
and retain
Support talent
development
Maintain a
balanced approach
Ensure that executive
compensation is aligned
the talented executives
who are a critical
component of Omnicom’s
long-term success by
providing each with
a competitive total
rewards package;
in a rapidly evolving and
competitive industry;
to building long-term
shareholder value that
does not overemphasize a
single metric; and
with both the short- and
long-term interests
of shareholders.
We accomplish this by:
� closely tying pay to current and long-term Company performance;
� maintaining a high degree of variable “at-risk” compensation;
� establishing challenging quantitative performance metrics that align with our business strategy, which determine 80% of
our 2023 Annual Incentive Award;
� determining 20% of our 2023 Annual Incentive Award by assessing certain qualitative performance metrics, including
DE&I; environmental sustainability and lessening the impact of our operations on the environment; human capital
management and employee training initiatives; and maintaining the highest standards of corporate responsibility and
integrity; and
� sustaining competitive compensation levels.
ABOUT OUR BUSINESS
Omnicom, a strategic holding company formed in 1986, provides advertising, marketing and corporate communications
services to many of the largest global companies. We operate in a highly competitive industry and compete against other
global, national and regional advertising and marketing services companies, as well as technology, social media and
professional services companies.
Our business model was built and continues to evolve around our clients. We use our client-centric approach to grow our
business by expanding our service offerings to existing clients, moving into new markets and obtaining new clients. In addition,
we pursue selective acquisitions of complementary companies with strong entrepreneurial management teams that currently
serve or could serve our existing clients. In addition to collaborating through our client service models, our agencies, practice
areas and networks collaborate across internally developed technology platforms.
Our key client matrix organization structure facilitates superior client management and allows for greater integration across our
service platforms. Our overarching strategy is to continue to use our virtual client networks to grow our business relationships
with our largest clients by serving them across our networks, disciplines and geographies.
www.omnicomgroup.com 45
EXECUTIVE COMPENSATION
OVERVIEW OF 2023 COMPANY PERFORMANCE
As described in greater detail below, Omnicom nished 2023 on a strong note. Our full year revenue was $14,692.2 million,
with organic growth of 4.1%; operating income was $2,104.7 million and adjusted operating income was $2,231.9 million;
operating margin was 14.3% and adjusted operating margin was 15.2%; and diluted EPS was $6.91 and adjusted diluted
EPS was $7.41. We generated approximately $1.4billion in net cash provided by operating activities, an increase of 53.4%
compared to the full year 2022, and approximately $1.9billion in free cash ow, an increase of 6.5% compared to the full
year 2022. We returned $1.1billion to shareholders through dividends and share repurchases and ended the year with
$4.4billion in cash and cash equivalents. See AnnexA for the denitions of adjusted operating income, adjusted operating
margin, adjusted diluted EPS and free cash ow, which are non-GAAP measures, and a reconciliation of each non-GAAP
measure to the most directly comparable GAAP measure. Our return on equity was 40.5% in 2023, while our return on
invested capital was 25.8%. As we move into 2024, Omnicom’s liquidity and balance sheet remain strong and continue to
support our primary uses of cash—dividends, acquisitions and share repurchases.
In 2023, we continued to invest in areas that will shape the future of our industry, through acquisitions and internal
investments and partnerships. On January2, 2024, we closed the biggest acquisition in Omnicom’s history with the
purchase of Flywheel Digital, the digital commerce business of Ascential. Flywheel’s best-in-class solutions are a game
changer for our clients whose demand for digital commerce and retail media solutions continues to grow. When combined
with our well-established offerings in commerce, media and precision marketing, we now have end-to-end services that
we believe can outpace the competition. The addition of Flywheel uniquely positions Omnicom to seamlessly integrate
offerings across retail and brand media, digital and in-store commerce, as well as precision marketing. Omnicom will
connect the audience and behavioral data in its open operating system, Omni, to the product and transaction data in
Flywheel Commerce Cloud to provide its clients unmatched insights and analytics. Flywheel will operate as a Practice Area
within Omnicom and will be led by Duncan Painter, previously the CEO of Ascential.
We continually evaluate the use of AI in our business processes, and in 2023, we entered into strategic partnerships and
collaborations with leading AI technology companies, enabling us to continue to develop enhanced product and service
capabilities in generative AI.As described below, we have also taken a strong stance on responsible AI practices and seek
opportunities to ensure that technical innovations are safe and built on ethical foundations.
� In June, Omnicom unveiled Omni Assist, the inaugural generative AI capability enabled by a rst-mover partnership with
Microsoft. Omnicom was the rst agency holding company to have enterprise access to the latest Open AI GPT models. In
addition to accelerating campaign time-to-market, Omni Assist delivers on the initial promise of generative AI as outlined
by our CEO: improving workow in a way that enables Omnicom’s knowledge workers to be more productive—and its
agencies to add more value—in the marketplace.
� We entered into a rst-mover collaboration with Getty Images, which will provide us early access to generative AI by
Getty Images. The new tool pairs Getty Images’ best-in-class creative content with the latest AI technology.
� Omnicom entered into a rst-mover collaboration with Amazon Web Services (AWS) to reimagine creativity and
accelerate innovation with generative AI foundational models for advertising. As part of the collaboration, Omnicom
will use AWS generative AI and machine learning (ML) services to help accelerate the transformation of advertising
campaign development.
� We strengthened our partnership with Adobe through a joint initiative intended to bring enterprise generative AI
capabilities to our shared clients. As the rst holding company to have access to Adobe Firey models, Omnicom
will use Adobe Firey creative generative AI models with Omni data to create on-brand content that helps marketers
orchestrate better outcomes.
� Omnicom is part of the Coalition for Content Provenance and Authenticity (C2PA) that seeks to build and standardize a
future framework of content verication and protects the authenticity of AI assets for creators, brands, and consumers.
With the latest tool from Getty Images, users can be condent that the content that they generate is safe to use in
commercial settings and will not include any trademarked brands, products, characters or identiable people. Omnicom
was also the rst advertising and marketing holding company to join the Content Authenticity Initiative (CAI). Launched
in 2019, the CAI is an Adobe-led cross-industry initiative comprised of media and tech companies, NGOs, academics
and others focused on increasing trust and transparency in digital content. The CAI is actively partnering across its
membership community with over 1,500 partners to ensure the technical innovations are built on ethical foundations.
46 2024 Proxy Statement
EXECUTIVE COMPENSATION
Our people are our greatest asset, and we are constantly looking to invest in them. As the competition for talent grows,
Omnicom remains focused on maximizing opportunities for employees across our enterprise. We have strived to build a
company our people will be proud to work for, and we have dedicated ourselves to focusing on the Company’s role in critical
areas, such as environmental sustainability and DE&I.We continued this initiative in 2023. Forbes named us to its 2023
lists for Best Employers for Women and Best Employers for New Grads. Omnicom was also named to Newsweek’s list of
America’s Most Responsible Companies and America’s Most Trustworthy Companies in 2023. Diversity First ranked us #23
out of all Fortune 500 companies in its list of Top 50 Companies for Diversity after assessing the racial and gender diversity
of our executive and board membership. In addition, we achieved a perfect score of 100% for the seventh consecutive year
on the Corporate Equality Index (CEI) administered by the Human Rights Campaign Foundation. This index is a nationally
recognized benchmarking tool for corporate inclusivity policies, benets and practices pertinent to LGBTQ employees. Due
to our high score, we were designated as a 2023 “Best Place to Work for LGBTQ Equality.”
We rearm the Company’s commitment to these ideals and believe the strategic decisions made during 2023 have aptly
positioned us for continued success.
Omnicom 2023 Financial Results
4.1%
Organic Growth
$14.7 billion
Revenue
$1.4 billion
Net Income
$1.4
billion
Net Cash Provided
by Operating
Activities
$1.9
billion
Free Cash
Flow
$2.1
billion
Operating
Income
$2.2
billion
Adjusted
Operating
Income
40.5%
Return on
Equity
(ROE)
25.8%
Return on
Invested
Capital (ROIC)
8.6%
Diluted EPS
Growth
6.9%
Adjusted
Diluted
EPS Growth
Though the business environment continued to be uncertain in 2023, we nished the year on a strong note with respect to
revenue growth and protability. Worldwide revenue in 2023 increased to $14,692.2 million compared to $14,289.1 million in
2022. Worldwide organic growth increased revenue by $584.5 million, or 4.1%. Changes in foreign exchange rates reduced
revenue by $28.3 million, or 0.2%, and acquisition revenue, net of disposition revenue, reduced revenue by $153.1 million, or
1.1%. The negative impact on revenue from acquisitions, net of dispositions, year-over-year was primarily due to dispositions
in the Execution & Support discipline in the rst and second quarters of 2023, including the sale of our research businesses,
as well as the disposition of our businesses in Russia in the rst quarter of 2022, partially offset by acquisitions in our Public
Relations and Advertising & Media disciplines during the year.
Net income in 2023 increased $74.9 million to $1,391.4 million from $1,316.5 million in 2022. This year-over-year increase
is due to the factors described in detail in our 2023 10-K. Diluted net income per share increased to $6.91 in 2023,
compared to $6.36 in 2022, again due to the factors described in our 2023 10-K and the impact of the reduction in our
weighted-average common shares outstanding resulting from the repurchases of our common stock, net of shares issued
for stock option exercises and the employee stock purchase plan during the year.*
Operating income for 2023 compared to 2022 increased $21.4 million to $2,104.7 million, and operating margin decreased
to 14.3% from 14.6% due to factors discussed in our 2023 10-K. EBITA decreased $21.4 million to $2,185.0 million, and
EBITA margin decreased to 14.9% from 15.1%.*
* In 2023, the impact of the real estate and other repositioning costs, gain on disposition of subsidiaries and acquisition transaction
costs reduced both operating income and EBITA by $127.2 million, and reduced operating margin by 0.9% and EBITA margin by 0.8%.
The net impact of these items reduced net income for 2023 by $102.6 million and diluted net income per share by $0.50. For 2022,
operating income and EBITA included a reduction of $113.4 million related to the war in Ukraine that decreased both operating margin
and EBITA margin by 0.8%. The impact of the after-tax charges arising from the effect of the war in Ukraine reduced net income for
2022 by $118.2 million and diluted net income per share by $0.57. See Notes 5, 13, 14 and 15 to the consolidated nancial statements
in our 2023 10-K.
www.omnicomgroup.com 47
EXECUTIVE COMPENSATION
We Were Recognized for Our Accomplishments and Exceptional Creative Talents.
The ingenuity and creativity of our people resulted in numerous industry awards and recognitions. The following are just a
few highlights:
Omnicom won Creative Company of the Year at the 2023 Cannes Lions International Festival of Creativity. More than
120 agencies from 40 countries contributed to the title, winning over 175 total Lions. DDB Worldwide and BBDO Worldwide
were in the top three of the Creative Network of the Year category, coming in at #1 and #3, respectively.
Omnicom was named Holding Company of the Year, and Dieste was named Multicultural Agency of the Year for Ad Age’s
2023 A-List and Creativity Awards.
At the One Show 2023, Omnicom was crowned Creative Holding Company of the Year, making it the sixth time within the
past decade Omnicom secured the top spot. DDB Worldwide, TBWA\Worldwide and BBDO Worldwide were all in the top
ve of the Network of the Year category. BBDO Canada was named Agency of the Year.
Omnicom and its agencies achieved the most coveted titles at the 2023 Gerety Awards. Omnicom took home Holding
Company of the Year, DDB Worldwide was named Global Network of the Year, and DDB Chicago won Global Agency of
the Year.
Omnicom was recognized as MediaPost’s 2023 Holding Company of the Year.
TBWA\Worldwide was named to Fast Company’s 2023 list of the World’s Most Innovative Companies, ranking #2 in the
Advertising sector. This was the fth year in a row the network made the list.
Omnicom Media Group (OMG) ranked #1 among global media groups for net new business in 2023, according to
COMvergence. This marked the second consecutive year that OMG led its category.
FleishmanHillard was recognized as 2023 Agency of the Year and Outstanding Extra-Large Agency at PRWeek’s US
Awards for the second year in a row. It also was named PR Agency of the Year at the 2023 Campaign US Agency of the
Year Awards.
We Continued to Realign and Optimize Our Portfolio Agencies.
In addition to our acquisition of Flywheel Digital, discussed above, we acquired some excellent businesses in key growth
areas in 2023 and continued to realign and optimize our portfolio agencies. Some of our notable acquisitions are as follows:
We acquired Coffee & TV, a UK-based creative studio that specializes in CGI and visual effects. The acquisition is part of
our strategy to leverage the scale of our production operations and launch a holistic suite of global content and production
services under a single unit, Omnicom Content Studios. Omnicom Content Studios creates content for brands across all
consumer experiences and touch points from long- and short-form videos to social, experiential, digital and everything in
between.
Omnicom acquired Grabarz & Partner to further cement its leadership position in Germany, one of the largest advertising
markets in the world. Founded in 1993, Grabarz & Partner is a world-class creative agency headquartered in Hamburg.
With more than 260 employees, the agency works with prominent global and local clients. It has been named to
prestigious industry lists such as Cannes Lions’ “Top Ten Independent Agencies of the Decade” and Campaign UK’s “The
World’s Leading Independent Agencies.”
48 2024 Proxy Statement
EXECUTIVE COMPENSATION
Our media services division, Omnicom Media Group, acquired Outpromo and Global Shopper, two of Brazil’s leading
connected commerce and retail media agencies. The acquisitions create the foundation for a dedicated, end-to-end
e-commerce and retail media performance agency in the Brazilian market for Omnicom Media Group. Outpromo was
founded in Sao Paolo in 1999 as a shopper marketing agency. Over its two-plus decades, the agency has evolved
and expanded its offerings to become a leader in building and growing brands in an omni-commerce world. Its
250 professionals deliver specialty services – including retail e-marketing, e-commerce, social commerce and retail
media – to clients across the food and beverage, household products and skincare categories, among others.
TBWA\Worldwide acquired one of the UK’s leading creative agencies for the world of sport, in a deal designed to add
signicant new depth to the UK group’s expertise across the total brand experience. The highly acclaimed, award-winning
independent agency, Dark Horses, prides itself on breaking away from the eld and has an enviable roster of clients
bridging sport, tness, health and wellbeing. From brand creation and brand platforms to on-the-ground activation,
strategy and social content, as well as PR, sponsorship and inuencer marketing, the agency works far beyond the
connes of traditional sports marketing, making them the perfect t for TBWA.
Omnicom Media Group acquired Ptarmigan Media, a specialist agency that provides end-to-end media and marketing
solutions to nancial services brands. Founded in the UK, Ptarmigan delivers a range of services including fully integrated
media planning and buying, market research, search and social, as well as content and creative. The company specializes
in serving nancial services clients in the Asset Management, Life and Pensions, Banking, Trading and Platforms, Wealth
Management, Fintech, and Insurance sectors across APAC, EMEA and North America. Ptarmigan is headquartered in
London and has several oce locations around the world, including Hong Kong, New York, Singapore and Sydney for its
100+ media professionals.
Omnicom PR Group (OPRG), acquired PLUS Communications, a top public affairs rm, and FP1 Strategies, a leading
political consultancy. The acquisitions will accelerate growth, expand existing offerings, and further solidify OPRG’ s
leadership position in public affairs, and corporate and political consulting. The addition of PLUS Communications and
FP1 Strategies and their deep expertise in healthcare, technology and crisis communications, takes our ability to serve
our clients on the global public affairs stage to a whole new level.
We Made Progress on Creating Equitable, Inclusive Workplaces for All Employees.
Over the last year, Omnicom made substantial progress on OPEN 2.0, our DE&I action plan that builds upon the progress we
have made thus far to achieve our ultimate goal: systemic equity throughout Omnicom.
In addition to the four key tenets—culture, collaboration, clients and community—and the eight Action Items outlined in
OPEN 2.0, our DE&I Guiding Principles express our commitment to our employees, our clients and our communities.
For our people, we strive to:
� Create respectful environments that encourage diversity of thought and lived experiences
� Build inclusive teams that reect the diversity of our communities
�Work to reduce any obstacles from paths to leadership for people based on their demographic backgrounds; we are
proud to be an equal opportunity employer whose policy is to not make employment (including hiring, compensation,
promotion, or termination) decisions on the basis of any legally protected class
�Offer education and development programs to improve cultural understanding of DE&I and our priorities within OPEN2.0
www.omnicomgroup.com 49
EXECUTIVE COMPENSATION
For our clients, we strive to:
� Build teams that reect voices from a variety of backgrounds
� Provide timely communications on the DE&I landscape and implications for our work
� Implement DE&I best practices that lay the foundation for more inclusive work
� Have thoughtful, sometimes challenging, conversations that will strengthen our relationship and the work we do together
� Share accountability and mutual transparency on DE&I commitments and progress
For our communities, we strive to:
� Take time to consider, better understand and be inclusive of the diverse global communities in which we operate
�Be intentional about how we represent people of different races, ethnicities, abilities, religions, political aliations, sexual
orientations, and more in our work
� Work with partners that help us address systemic inequities
� Give back to and invest in underrepresented communities
It is through the focus provided by OPEN 2.0 and these efforts that we have been able to make progress on promoting
equitable workplaces that foster belonging for all employees and delivering inclusive work to our clients.
In 2023, we were able to increase representation of people of color at Omnicom, which is reected in our EEO-1 Report.
This progress is in part due to our support of industry programs in 2023, such as AAF Most Promising Multicultural
Students, ADCOLOR, National Black MBA and AfroAnimation, which helps us to expand the pool of qualied candidates from
traditionally underrepresented backgrounds.
We also expanded our involvement with HBCUs and student organizations, such as HISPA (Hispanics Inspiring Students’
Performance and Achievement), to include mentorship and on-site engagement with our Omnicom leaders, increasing
awareness of opportunities in our industry. We will continue to focus on and invest in partnerships that help us advance
OPEN 2.0 and provide us with opportunities for recruiting, talent development, and platforms for thought leadership.
To harness the power of our six global OPEN ERGs, we established performance metrics that drive the development of
programs and resources at the ERG-level that foster employee development, employee retention, community building
and client engagement. In 2023, our OPEN ERGs also helped us execute our industry partnerships in meaningful ways. In
collaboration with Black Together, our ERG dedicated to the Black community, we hosted a well-attended event at AfroTech
that gave us an opportunity to connect with talent, present thought-leadership alongside clients and partners and inspire
student attendees to join the industry. With guidance from our OPEN Pride ERG, we also strengthened our long-time
partnership with GLAAD (the world’s largest Lesbian, Gay, Bisexual, Transgender and Queer (LGBTQ) media advocacy
organization). Omnicom and GLAAD announced our LGBTQ Credentialing partnership at ADCOLOR2023. Through this
partnership, we will build a curriculum and corresponding training material that trains agency executives and teams on the
importance of LGBTQ+ inclusion. The credentialing program is in development and will launch in 2024.
Throughout 2023, we continued our internal and external efforts to support and develop our LGBTQIA+ community,
including the development and deployment of the Omnicom Gender Transition Toolkit for employees, managers and
HR.This, along with our inclusive benets and strong global LGBTQ+ ERG initiatives, helped Omnicom achieve a perfect
score for the seventh consecutive year on the Corporate Equality Index (CEI) administered by the Human Rights Campaign
Foundation. This index is a nationally recognized benchmarking tool for corporate inclusive policies, benets and practices
pertinent to LGBTQ employees. Due to our high score, we were designated as a 2023 “Best Place to Work for LGBTQ
Equality.”
It is our ambition to achieve equity for all, and it is in that spirit that we also focused our efforts on addressing the needs of
the disability community. In 2023, we announced OPEN Disability 2.0, a plan informed by employee insights that outlines
tenets and actions that drive toward disability inclusion. We have already begun to deliver on these commitments with the
launch of our Digital Accessibility Guide that helps employees know what tools are available to them and the Workplace
Accessibility Guide that provides easy-to-implement ways for oce managers to make the physical workplace more
accessible to all.
50 2024 Proxy Statement
EXECUTIVE COMPENSATION
We established an OPEN Global Steering Committee with 20 members from four different regions: APAC, UK/Europe,
Latin America and North America. In collaboration with this group, we completed a qualitative research study consisting
of interviews with employees from diverse backgrounds across all the regions mentioned above. The research revealed
important insights that highlight regional nuances and expectations. These insights will be leveraged in an upcoming
quantitative study that will inform how we further rene our global strategy.
Clients are a core tenet of OPEN 2.0. In 2023, our DE&I leaders worked closely with their agency colleagues on developing
inclusive work and winning new business. Throughout Omnicom’s network, our agencies offer a variety of inclusive
marketing tools, such as BBDO’s Compass and TBWA’s Inclusive by Design Toolkit, which was featured on the mainstage at
the 2023 Cannes Lions Festival of Creativity.
Additional information on our DE&I efforts is set forth on page 30 above in the section entitled “Diversity, Equity and Inclusion.”
COMPENSATION DECISIONS REFLECT PERFORMANCE
These and other 2023 achievements were a direct result of the leadership of our NEOs and other senior executives and
provide important context for the Compensation Committee’s pay-for-performance approach and key 2023 compensation
decisions. Our NEOs for scal year 2023 were:
� John D.Wren, Chairman and Chief Executive Ocer
� Daryl D. Simm, President and Chief Operating Ocer
� Philip J.Angelastro, Executive Vice President and Chief Financial Ocer
� Jonathan B.Nelson, Chief Executive Ocer, Omnicom Digital
� Louis F. Januzzi, Senior Vice President, General Counsel and Secretary
Omnicom strives to closely link executive compensation to performance by making a signicant portion of potential
compensation variable, as well as long-term performance driven. The more senior the executive, the lower his or her base
pay will be as a proportion of his or her entire compensation package and the higher the executive’s short- and long-term
incentive components will be as a proportion of his or her entire compensation package. We believe this approach is aligned
with shareholder interest and the long-term interests of the Company. For all NEOs, the majority of their total compensation
was variable and based on performance. With respect to our CEO, 94% of his 2023 compensation was variable and based
on performance.
LAST YEAR’S SAY-ON-PAY VOTE AND SHAREHOLDER ENGAGEMENT
The Compensation Committee believes that our executive compensation program aligns with performance, reects our
business philosophy and utilizes competitive practices regarding executive compensation in a highly competitive industry.
At our 2023 Annual Meeting of Shareholders, over 93% of the votes cast on the say-on-pay proposal at that meeting
were voted in favor of our 2022 executive compensation program. The Compensation Committee believes this vote, in
combination with direct feedback from our shareholders, arms our shareholders’ support of the Company’s approach
to executive compensation. The Compensation Committee will continue to consider the outcome of the Company’s
say-on-pay votes and feedback received directly from our shareholders when making future compensation decisions for the
NEOs.
In the fall of 2023, we reached out to shareholders holding 70% of our outstanding shares with an invitation to engage.
We spoke to every shareholder that accepted our invitation, which represented an aggregate of 22% of our outstanding
shares, in a continued effort to foster a successful shareholder outreach program. Executive compensation was one of
many topics included in our discussion with shareholders, and shareholder feedback is shared with the Compensation
Committee, as appropriate, as well as with the full Board. As a whole, our shareholders were overwhelmingly supportive of
our compensation structure.
www.omnicomgroup.com 51
EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee, which is comprised solely of independent members of the Board, has reviewed the
“Compensation Discussion and Analysis” and discussed the analysis with management. Based on its review and
discussions with management, the Compensation Committee recommended to the Board that the “Compensation
Discussion and Analysis” be included in this Proxy Statement and incorporated by reference in Omnicom’s 2023 10-K led
with the SEC on February7, 2024.
Members of the Compensation Committee
Gracia C. Martore, Chair
Mary C.Choksi
Leonard S.Coleman, Jr.
Ronnie S. Hawkins
Linda Johnson Rice
52 2024 Proxy Statement
EXECUTIVE COMPENSATION
Compensation Discussion& Analysis
OBJECTIVES
Compensation Decision Process
The Compensation Committee annually reviews and approves the compensation of the NEOs. To aid the Compensation
Committee in making its compensation determinations, the Chief Executive Ocer annually reviews the performance
of each other NEO by evaluating the performance factors described in this Compensation Discussion and Analysis and
presents his conclusions and recommendations to the Compensation Committee. The Compensation Committee considers
the Chief Executive Ocer’s recommendations, but ultimately makes the nal decision as to compensation determinations.
With respect to 2023 compensation, the Compensation Committee did not deviate materially from our Chief Executive
Ocer’s recommendations.
Process for Determination of our Executive Compensation: Step-By-Step
STEP
1
Base Salary
The Compensation Committee sets base salaries. Mr. Wren’s salary last increased 21 years ago
STEP
2
Setting Performance Measures for 2023
The Compensation Committee sets metrics and quantitative and qualitative performance measures for
earning an Annual Incentive Award
STEP
3
Determining Multipliers Based on Performance Range
The Compensation Committee ascribes a range of predetermined multipliers based on the range of Omnicom
performance outcomes with respect to each quantitative performance measure
STEP
4
Setting Target and Maximum Annual Incentive Award Dollar Amounts
The Compensation Committee sets target and maximum Annual Incentive Award dollar amounts
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 nal earned Annual Incentive Award dollar amounts
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 nal Annual Incentive
Awards
STEP
7
Long-Term Incentive Compensation: Three-Year Performance Restricted Stock Unit (“PRSU”) Awards
The Compensation Committee granted Messrs. Wren, Simm and Angelastro PRSUs that are subject to
performance conditions measured over a three-year period
STEP
8
Long-Term Incentive Compensation: Time-Based Restricted Stock Units (“RSUs”)
The Compensation Committee granted Messrs. Nelson and Januzzi RSUs that vest ratably over a ve-year
period
EXECUTIVE COMPENSATION
www.omnicomgroup.com 53
ELEMENTS OF OMNICOM COMPENSATION AND
FISCAL YEAR 2023 DECISIONS
For Messrs. Wren, Simm and Angelastro, our principal components of pay for performance in 2023 were a base salary,
an Annual Incentive Award based on 2023 performance and an award of PRSUs that is contingent upon the long-term
performance of the Company.
For Messrs. Nelson and Januzzi, our principal components of pay for performance in 2023 were a base salary, an Annual
Incentive Award based on 2023 performance and an award of RSUs that vests ratably over a ve-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 lings, the Compensation Committee exercises its judgment whether to reect or exclude their impact.
Each of these components and the manner in which decisions for 2023 were made for each NEO are more fully discussed
in the sections that follow.
STEP
1
Base Salary
The Compensation Committee sets base salaries. Mr. Wren’s salary last increased 21 years ago
NEO Base Salaries:
John Wren
Chairman and Chief Executive Officer $ 1,000,000
Daryl Simm
President and Chief Operating Officer $ 1,000,000
Philip Angelastro
Executive Vice President and Chief Financial Officer $ 950,000
Jonathan Nelson
Chief Executive Officer, Omnicom Digital $ 850,000
Louis Januzzi
Senior Vice President, General Counsel and Secretary
$ 5 00,000
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 uctuations 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. Normally, base salary adjustments are generally considered no
more frequently than every 24months. Effective November 16, 2023, Mr. Nelson’s annual base salary was reduced to
$510,000 to reect the transition of certain of his responsibilities to other experienced executives of the Company. Effective
March 1, 2024, Mr. Januzzi’s base salary was increased to $650,000 to reect his outstanding performance in his role after
completing his rst year as General Counsel of the Company.
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 Ocer 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
ChiefExecutive Ocer. No formulaic base salary adjustments are provided to the NEOs.
Based on our Chief Executive Ocer’s and the Compensation Committee’s general knowledge of base salaries paid to
similarly positioned executives at companies of comparable size and protability, and the Compensation Committee’s
emphasis on performance-based compensation, no NEO’s base salary, other than Mr. Nelson’s as described above, was
adjusted in 2023.
EXECUTIVE COMPENSATION
54 2024 Proxy Statement
Performance-Based Compensation Awards
Under Omnicom’s Senior Management Incentive Plan, eligible executive ocers 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 scal
year 2023, each of which is discussed in greater detail below.
Determination of Annual Incentive Award:
STEP
2
Setting Performance Measures for 2023
The Compensation Committee sets metrics and quantitative and qualitative performance measures for
earning an Annual Incentive Award
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 nancial
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, protable levels
� Balances the contribution of each of these
important metrics
Performance Metric
(OMC Internal
Targets)
40%
� Adjusted diluted EPS growth
(33
1
/
3
%)
� Adjusted EBITA margin
(33
1
/
3
%)
� Organic growth (33
1
/
3
%)
� Measures Company’s protability
� Focuses the Company on operating at
sustainable, protable levels
� Measures ability to drive revenue growth from
existing operations, exclusive of the impact
of acquisitions, dispositions and foreign
currency translation
Qualitative Metric
20%
� DE&I
� Environmental sustainability,
and lessening the impact
of our operations on the
environment
� Human capital management
and employee training
initiatives
� Maintaining the highest
standards of corporate
responsibility and integrity
� Reects priority focus on DE&I, environmental
sustainability, commitment to employee
training and human capital management and
corporate responsibility and integrity
We believe our goals are meaningful and challenging, the achievement of which is designed to drive shareholder value.
EXECUTIVE COMPENSATION
www.omnicomgroup.com 55
STEP
3
Determining Multipliers Based on Performance Range
The Compensation Committee ascribes a range of predetermined multipliers based on the range of Omnicom
performance outcomes with respect to each quantitative performance measure
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
The “Peer Metric” is based on Omnicom’s nancial performance as compared to an industry peer group. The Compensation
Committee considered the following performance measures for scal year 2023 as compared to that of an industry peer
group, which included WPP plc, Publicis Groupe SA and The Interpublic Group of Companies, Inc. (the “Peer Metric Group”),
with each measure weighted as indicated:
� return on equity (ROE) (40%)
� organic growth (20%)
� adjusted operating margin (20%)
� organic growth plus adjusted operating margin (20%)
Peer Metric
(40% of Target Incentive Award)
20%
Adjusted
Operating Margin
20%
Organic Growth
40%
ROE
20%
Organic Growth
plus Adjusted
Oper
ating Margin
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”).
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 33
1
/
3
% 1.0% – 6.0% 0.0 – 2.0
Adjusted EBITA Margin 33
1
/
3
% 15.1% – 15.9% 0.0 – 2.0
Organic Growth 33
1
/
3
% 1.0% – 5.0% 0.0 – 2.0
EXECUTIVE COMPENSATION
56 2024 Proxy Statement
The “Performance Metric” is based on Omnicom’s nancial performance as compared to annual Company targets. The
Compensation Committee considered the following performance measures for scal year 2023, with each measure
weighted as indicated:
� Adjusted diluted earnings per share growth (Adjusted Diluted EPS Growth) (33
1
/
3
%)
� Adjusted earnings before interest, taxes and amortization (Adjusted EBITA) margin (33
1
/
3
%)
� Organic growth (33
1
/
3
%)
Performance Metric
(40% of Target Incentive Award)
33¹⁄%
Adjusted Diluted
EPS Growth
33¹⁄ %
Organic
Growth
33¹⁄ %
Adjusted EBIT
A
Margin
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”).
STEP
4
Setting Target and Maximum Annual Incentive Award Dollar Amounts
The Compensation Committee sets target and maximum Annual Incentive Award dollar amounts
Name of Executive Threshold Target Maximum
John Wren $ 0 $7,900,000 $15,800,000
Daryl Simm $ 0 $3,500,000 $ 7,000,000
Philip Angelastro $ 0 $3,250,000 $ 6,500,000
Jonathan Nelson $ 0 $1,300,000 $ 2,600,000
Louis Januzzi $ 0 $ 500,000 $ 1,000,000
For performance in scal year 2023, we established a maximum incentive compensation level and a target incentive
compensation level set at a percentage of the maximum incentive compensation level, which are shown above and in the
“Grants of Plan-Based Awards in 2023” table. As described below, the Compensation Committee periodically consults with
its compensation consultant to determine the range of total compensation for similarly positioned executives at peer group
companies. The Compensation Committee takes the information provided by its compensation consultant into consideration
when determining the Incentive Award target for our NEOs.
EXECUTIVE COMPENSATION
www.omnicomgroup.com 57
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 nal earned Annual Incentive Award dollar amounts
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 lings, the
Compensation Committee exercises its judgment whether to reect or exclude their impact. The tables in Annex A show the
adjustments made to Omnicom Group Inc.’s Operating Income.
2023
Performance
Peer Metric
Group Rank Weight
Peer
Multiplier
Weighted
Score
Return On Equity 40.5% 1 40% 2.00 0.800
Organic Growth 4.1% 2 20% 1.50 0.300
Adjusted Operating Margin 15.2% 1 20% 2.00 0.400
Organic Growth + Adjusted Operating Margin 19.3% 2 20% 1.50 0.300
Total 1.800
Peer Weighted Score of 1.800 x metric weighting of 40% 72.0%
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
real estate and other repositioning costs, (ii) add back acquisition transaction costs and (iii) exclude a gain on a disposition
of a subsidiary. When calculating our Adjusted Diluted EPS Growth for our performance metric, we made adjustments to
Net Income – Omnicom Group Inc. to (i) add back charges arising from the effects of the war in Ukraine and additional
increase in income tax expense related to the disposition of our businesses in Russia in 2022, (ii) add back after-tax real
estate and other repositioning costs in 2023, (iii) add back after-tax acquisition transaction costs incurred in the fourth
quarter of 2023 and (iv) 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 lings, the Compensation Committee exercises
its judgment whether to reect or exclude their impact. The tables in Annex A show these adjustments to EBITA and Net
Income – Omnicom Group Inc.
Target Range and 2023
Performance
Performance
Multiplier
Relative
Weight
Weighted
Score
Adjusted Diluted EPS growth
1.0% 6.0%
6.9%
2.00 33
1
/
3
% 0.667
Adjusted EBITA margin
15.1% 15.9%
15.7%
1.50 33
1
/
3
% 0.500
Organic growth
1.0% 5.0%
4.1%
1.55 33
1
/
3
% 0.517
Total 1.683
Performance Weighted Score of 1.683 x metric weighting of 40% 67.3%
EXECUTIVE COMPENSATION
58 2024 Proxy Statement
CALCULATION OF METRICS RESULTS–QUALITATIVE METRIC DETERMINATIONS
The Qualitative Metric was implemented to further align pay with the achievement of criteria relating to further promotion of
accountability for progress on our DE&Iinitiatives; environmental sustainability and lessening the impact of our operations
on the environment; human capital management and employee training initiatives; and maintaining the highest standards of
corporate responsibility and integrity. Key actions taken with respect to each are further described below.
Qualitative Metric Fiscal Year 2023 Determinations
DIVERSITY, EQUITY AND INCLUSION
Omnicom is a people business, and it has long been our mission to foster diverse and inclusive workplaces where all
our people feel comfortable, condent and supported. Over the last year, we have demonstrated our attention to DE&I by
advancing the “Action Items” outlined in OPEN 2.0, our framework for achieving systemic equity.
Our mission is to attain equitable representation, development, support and retention of historically underrepresented
groups, and, in particular in the UnitedStates, for our Black, Hispanic/Latinx, Asian and Indigenous professionals.
OPEN 2.0 species eight Action Items that will help us move toward achieving systemic equity faster and more effectively.
These Action Items drive our DE&I efforts, and their highlights are provided below:
Action Items Commentary
Expand & Empower
OPEN Leadership Team
Further expand, support, and empower the leadership team (led by our Chief Equity and
Impact Ocer)
Attracting and
Recruiting Talent
Together with the OPEN Leadership Team, our agencies will promote our DE&I programs
and initiatives
Development
Establish an advocacy program to nurture talent and create a path for success and
advancement of individuals across the Company
Retention
Establish a networking system that will allow talent to be sourced from across the rm
globally to more eciently and effectively provide career advancement
Clients
Establish a program to regularly update clients on our DE&I initiatives, and expand our
current supplier diversity programs
Community
On an annual basis, identify additional organizations that our agencies enthusiastically
support and offer our professional services on a pro bono basis to advance their goals
Mandatory Training
Further expand our training programs designed to create awareness and sensitivity to
issues regarding DE&I
Accountability
Establish Omnicom-wide KPIs that will become part of our operations and an important
factor in executive compensation
We made substantial progress under OPEN 2.0 in 2023. As shown in the table reecting our EEOC data on page32, we
achieved progress in increasing our workforce diversity during the year. We also harnessed the power of our ERGs and
collaborated with cross-disciplinary stakeholders to propel the momentum and progress towards systemic equity at
Omnicom.
ENVIRONMENTAL SUSTAINABILITY
� Our Chief Environmental Sustainability Ocer, Karen van Bergen, is responsible for overseeing Omnicom’s climate
change initiatives and processes, which include setting measurable goals, policies and partnerships that will reduce our
carbon footprint.
� Omnicom has achieved its environmental goals of reducing energy use by 20% per employee using a 2015 baseline and
increasing our use of electricity generated from renewable sources ahead of the 2023 target date.
� Omnicom remains a signatory to the United Nations (UN) Global Compact, which commits to undertaking initiatives
to promote greater environmental responsibility and encourage the implementation of environmentally friendly
technologies.
� In May 2023, Omnicom received formal validation for its near-term Scope 1, 2 and 3 emission reduction goal with the
SBTi, which reviews participating companies on their emissions goals and evaluates whether they are in line with the
goals of the Paris Agreement (as interpreted by the particular SBTi methodology).
EXECUTIVE COMPENSATION
www.omnicomgroup.com 59
� Omnicom is a founding member of the Global AdNetZero initiative to reduce carbon emissions from advertising
operations. Omnicom sits on various working groups to establish plans for roll-out in major advertising markets beyond
its initial launch in the UK, with which Omnicom has been involved since its inception.
HUMAN CAPITAL MANAGEMENT AND TRAINING INITIATIVES
Our employees are our most important assets. We believe a critical component of our success depends on the ability to
attract, develop and retain key personnel. The skill sets of our workforce across our agencies and within each discipline
share many similarities. Common to all is the ability to understand a client’s brand or product and its selling proposition
and to develop a unique message to communicate the value of the brand or product to the client’s target audience, whether
through traditional channels or digital platforms. Recognizing the importance of this core competency, we work to support
and develop our employees through training and development programs that build and strengthen employees’ leadership
and professional skills.
Human capital management strategies are developed collectively by senior management, including the management
teams of our networks, practice areas, and agencies, and are overseen by the Board. We work to promote efforts to help
the workplace be equitable and ethical, foster an inclusive work environment across our global workforce and respect
human rights. Our social and human capital management priorities include, among other things, adopting codes of conduct
and business ethics, providing competitive wages and benets, comprehensive training programs, succession planning,
promoting diversity and inclusion and implementing programs that foster the achievement of systemic equity throughout
our organization. Omnicom continues its deep attention to human capital management and training initiatives, which
includes both supporting our communities and creating a dynamic and diverse workforce, including:
� We continued to support the UN Sustainable Development Goals (SDGs) through client, pro bono and volunteer work by
our agencies across the globe.
� We promoted equal access to education and vaccines (SDG No. 4) through our pro bono work with Theirworld and our
partnership with Gavi.
� We received a perfect score on the Corporate Equality Index conducted by Human Rights Campaign for seven
consecutiveyears.
� Our team of dedicated DE&I leaders throughout Omnicom continues to grow. We now have more than 60 leaders
executing our DE&I vision and strategy at the network and agency levels.
� We provided our six global ERGs with new tools and platforms to mentor and serve communities within the Omnicom
workforce.
� In addition to the new mandatory global, online “Foundations of Diversity, Equity and Belonging” training course that
launched in 2023, we developed a bespoke learning series called “The How” that features leaders across Omnicom
discussing the various ways that DE&I comes to life at Omnicom.
CORPORATE RESPONSIBILITY AND INTEGRITY
Omnicom continues its deep commitment to corporate responsibility and integrity. Key actions taken are further described
below:
� Our Code of Business Conduct, which spells out what we value, what we believe and the policies that all employees at
every level around the world must uphold, underscores our commitment to upholding the highest ethical standards.
� As a signatory to the UN Global Compact, we maintain a Human Rights Policy for our customers and clients.
� Our Supplier Code of Conduct outlines our expectations for the businesses with which we work.
� We continued offering mandatory business ethics, security awareness and cybersecurity training to all Omnicom
employees.
� Our Global Privacy Oce (GPO) is responsible for implementing best-in-class privacy policies across Omnicom. The
GPO ensures we are taking a consistent approach to data privacy across groups, agencies and regions to best protect
employee and client data.
� Omnicom maintained one of the most diverse boards within the Fortune 500. Now at 11 members, our Board has seven
members who are women and six who are ethnically diverse.
� Omnicom published its EEO-1 Report on our website in 2024, reecting demographic data for 2023, and we are
committed to continuing this level of disclosure going forward.
EXECUTIVE COMPENSATION
60 2024 Proxy Statement
� Omnicom is committed to disclosure of U.S.political contributions, of which there were $0 in 2021, 2022 and 2023.
Please see our Political Contributions Policy, which is available on our website at https://www.omnicomgroup.com/
about/corporate-governance. We also disclose payments to U.S.trade associations that receive more than $50,000 in
annual Omnicom dues, and the amount of such dues or contributions that those trade associations use for lobbying or
political activity payments.
� Omnicom’s reporting is informed by various standards, including the Sustainability Accounting Standards Board’s
guidance for the Advertising and Marketing Industry.
Due in part to this work, we were ranked on Newsweek’s lists of America’s Most Responsible Companies and America’s
Most Trustworthy Companies in 2023.
Fiscal Year 2023 Calculation of Annual Incentive Award
Name
Target Incentive
Compensation
Peer
Weighted
Score
Performance
Weighted
Score
Qualitative
Score
Combined
Score
Total Annual
Incentive
Award Earned
John Wren $7,900,000 72.0% 67.3% 20.0% 159.3% $12,587,000
Daryl Simm $3,500,000 72.0 % 67.3 % 20.0 % 159.3 % $ 5,577,000
Philip Angelastro $3,250,000 72.0 % 67.3 % 20.0 % 159.3 % $ 5,178,000
Jonathan Nelson $1,300,000 72.0 % 67.3 % 20.0 % 159.3 % $ 2,071,000
Louis Januzzi $ 500,000 72.0 % 67.3 % 20.0 % 159.3 % $ 797,000
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 nal Annual Incentive
Awards
Adjustments to Calculated Annual Incentive Award
While the Compensation Committee recognizes the contribution of each eligible NEO, the Compensation Committee, pursuant
to Mr. Wren’s recommendation, agreed that it was prudent to reduce the amount of the Annual Incentive Awards to Messrs.
Wren, Simm, Angelastro and Nelson, as shown below, in order to reallocate the funds to the general incentive compensation
pool to be reallocated to other employees. In light of Mr. Januzzi’s outstanding performance in his role after completing his rst
year as General Counsel of the Company, the Committee and management agreed to adjust his Annual Incentive Award as
shown below.
Name
Total Annual
Incentive
Award Earned Adjustment
Total Final
Annual
Incentive Award
John Wren $12,587,000 $(587,000) $12,000,000
Daryl Simm $ 5,577,000 $(577,000) $ 5,000,000
Philip Angelastro $ 5,178,000 $(678,000) $ 4,500,000
Jonathan Nelson $ 2,071,000 $(171,000) $ 1,900,000
Louis Januzzi $ 797,000 $ 203,000 $ 1,000,000
In lieu of cash, and in order to preserve cash for the general incentive compensation pool to be reallocated to other
employees, a portion of Messrs. Wren, Simm, Angelastro and Januzzi’s 2023 Annual Incentive Award will be granted in
the form of RSUs. Each RSU will vest over a three-year service period and represents the right to receive one share of our
common stock upon vesting. The Compensation Committee believes that service-based vesting of the RSUs is an important
motivator to reward continued performance. Information related to these awards is presented below in the Summary
Compensation Table for 2023 on page 66.
EXECUTIVE COMPENSATION
www.omnicomgroup.com 61
STEP
7
Long-Term Incentive Compensation: Three-Year Performance Restricted Stock Unit Awards
The Compensation Committee granted to Messrs. Wren, Simm and Angelastro PRSUs that are subject to
further performance conditions over a three-year period
On May 1, 2023, the Compensation Committee awarded Messrs. Wren, Simm and Angelastro PRSUs designed to reward
individual contributions to the Company’s performance as well as motivate future contributions and decisions aimed
at increasing shareholder value over time. The PRSUs awarded are subject to performance conditions over a three-year
period that t within the Compensation Committee’s “pay for performance” philosophy by closely tying pay to long-term
performance. These awards are presented below in both the Summary Compensation Table for 2023 on page66 and the
Grants of Plan-Based Awards in 2023 table on page67.
The vesting of these PRSUs depends on the results of a performance test performed threeyears after the year of the grant,
which establishes the percentage of the award that the executive will ultimately realize. This test compares the Company’s
return on equity for a three-year period (2023 to 2025) to that of our Peer Metric Group. The Compensation Committee
believes return on equity provides a consistent and comprehensive measure to assess Omnicom’s relative performance.
The Compensation Committee believes using return on equity as the single performance measure achieves clear and
simple peer group comparison, and comprehensively evaluates various nancial metrics. In addition, return on equity is a
measure directly tied to the return to our common shareholders over the long term.
In 2026, our average return on equity over calendaryears 2023, 2024 and 2025 will be compared to the average return
on equity for each member of the Peer Metric Group for the same three-year period, and Omnicom’s rank amongst these
competitors will be determined. The ultimate value received by the NEO will depend on the vesting of the awards and the
value of our common stock. If Omnicom ranks 1st or 2nd amongst the Peer Metric Group, 100% of the PRSUs will vest; if we
rank 3rd, 67% will vest; and if we rank 4th, 34% will vest.
In the event Messrs. Wren, Simm or Angelastro terminates employment on or prior to December 31, 2025, he will remain
eligible to vest in one-third of the maximum number of PRSUs for each December 31st he is employed between the grant
date and December 31, 2025 and such shares will be distributed in 2026 based on Omnicom’s relative return on equity
performance. Dividend equivalents will be reserved on the maximum number of PRSUs to which the executive is entitled
at such times as dividends are paid to shareholders of Omnicom. At the time the PRSUs vest, the dividend equivalent
payments that have accumulated will be paid in cash. Vesting of some portion of the PRSUs, and distribution of the shares
underlying those PRSUs, will be accelerated in the event of death or termination due to disability. In addition, if the PRSUs
are not assumed or substituted by an acquirer in a change in control, then they will become fully vested and non-forfeitable.
Messrs. Wren, Simm and Angelastro are required to retain a certain amount of Omnicom’s equity/stock as described in
“Executive Compensation Related Practices, Policies and Guidelines–Executive Stock Ownership Guidelines.”
STEP
8
Long-Term Incentive Compensation: Time-Based Restricted Stock Units
T he Compensation Committee granted to Messrs. Nelson and Januzzi RSUs that vest ratably over a ve-year
period.
The Compensation Committee typically grants RSU awards annually to a relatively broad group of key executives based
upon the executive’s level of responsibility and judgment of the executive’s current and future contribution to Omnicom’s
performance. In general, the Compensation Committee’s judgment is based on an analysis of the executive’s past contribution
to the Company and also motivated by the need to retain the talented executives who are a critical component of Omnicom’s
long-term success. The Compensation Committee believes that service-based vesting of the RSUs is an important motivator
to reward continued performance. Messrs. Nelson and Januzzi received an award of RSUs on May1, 2023. Information related
to these awards is presented below in the Summary Compensation Table for 2023 on page66 and the Grants of Plan-Based
Awards in 2023 table on page67. Each award of RSUs will be eligible to vest ratably over veyears and each RSU represents
the right to receive one share of our common stock upon vesting. Messrs. Nelson and Januzzi are entitled to accelerated
vesting of a pro-rated portion of the RSUs upon a termination of employment due to disability and accelerated vesting of all
RSUs in the event of death. In addition, if the RSUs are not assumed or substituted by an acquiror in a change of control, then
they will become fully vested and non-forfeitable.
EXECUTIVE COMPENSATION
62 2024 Proxy Statement
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 December2006 (the “SERCR Plan”) and Executive Salary Continuation Plan Agreements with Messrs.Nelson
and Januzzi. These arrangements are discussed in greater detail in the section below entitled “Potential Payments Upon
Termination of Employment or Change in Control.”
Participation in the SERCR Plan was offered by the Compensation Committee based on the value of the benet 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 benets, subject to a minimum period of employment and based on the
Compensation Committee’s analysis of the future nancial impact of various termination payout scenarios on each of these
recipients and on Omnicom. In making the decision to extend these benets, the Compensation Committee relied on the
advice of its independent compensation consultant, FW Cook, that the program is representative of market practice, both in
terms of design and cost.
Amounts payable to each of Messrs.Nelson and Januzzi under his Executive Salary Continuation Plan Agreement are based
on past Company practice and are in consideration for the covenants to consult and not to compete during the service
period of the agreement. The Compensation Committee believes that these benets are essential in helping Omnicom fulll
its objectives of attracting and retaining key executive talent.
Deferred Restricted Stock and Restricted Stock Unit Plans. Each of our NEOs was previously eligible to defer, at his
election, some or all of the shares of restricted stock and restricted stock units that otherwise would have vested in a given
year. No NEO made such an election in 2023. Balance and payment information with respect to prior elections is reected in
the Nonqualied Deferred Compensation in 2023 table on page69. 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-qualied dened
contribution plan. Employees who meet the Plan’s eligibility requirements may elect to participate in the 401(k)feature
of the Plan and may also receive a discretionary company matching contribution after the end of the Plan year based on the
Plan’s provisions.
Insurance. In 2023, Omnicom paid employer premiums for life insurance for Messrs. Wren and Simm.
Other perquisites. We procure aircraft usage from an unrelated third-party vendor. In some instances, Omnicom makes
available to the NEOs personal use of corporate aircrafthours. The dollar amount reported in the Summary Compensation
Table for personal use of aircrafthours reects the aggregate incremental cost to Omnicom, based on payments we make
which are equal to the vendor’s hourly charge for such use and landing fees, minus the amount Omnicom is reimbursed by
the executive for his use on the aircraft. Each executive reimburses Omnicom for at least the amount calculated based on the
Standard Industry Fare Level (SIFL) tables prescribed under IRS regulations promptly after the cost of the ight is incurred.
Additional perquisites and benets are set forth in the notes to the Summary Compensation Table for 2023 on page66.
Employment Agreement. In July2021, Omnicom Management Inc. entered into an employment agreement with Mr.Wren
pursuant to which he continues to serve as the Chairman and Chief Executive Ocer of the Company. The initial term of
Mr.Wren’s employment agreement is through December31, 2024, and is subject to annual automatic renewal for successive
one-year terms unless either party provides timely written notice of an intent not to renew. Except for termination at the end
of the then-current term, Mr.Wren’s employment agreement may only be earlier terminated by the Company for “cause” (as
dened in the SERCR Plan), due to Mr.Wren’s death or pursuant to Mr.Wren’s resignation for any reason. Otherwise, the
Board has the ability to relieve Mr.Wren of his duties and responsibilities for the remainder of the term while placing him on a
paid leave-of-absence. Additionally, if Mr.Wren steps down as the Chief Executive Ocer of the Company, he will continue to
serve as Executive Chairman while he is a member of the Board. Mr.Wren’s employment agreement also provides that with
respect to any PRSU award agreement entered into with Mr.Wren, in the event that he no longer serves as Chief Executive
Ocer 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 calendaryears of service while Mr.Wren served as Chief Executive Ocer.
EXECUTIVE COMPENSATION
www.omnicomgroup.com 63
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 signicant 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 rm, for input on a range of
external market factors, including evolving compensation trends, and market-standard compensation levels and elements.
FW Cook reports directly and exclusively to the Compensation Committee. FW Cook only provides compensation consulting
services to the Compensation Committee, and works with Omnicom’s management only on matters for which the
Compensation Committee is responsible. Moreover, FW Cook does not perform any other services for, or receive any other
fees from, the Company or any of its subsidiaries other than in connection with its work for the Compensation Committee.
FW Cook stated that it holds no Omnicom stock, and the Compensation Committee believes the services FW Cook provides
for the Company do not raise any conicts 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 specic amounts or forms of compensation for the NEOs.
Although the data provided by FW Cook inuenced the Compensation Committee’s review and analysis, such data did
not have a material impact on the Compensation Committee’s determination of the levels and elements of our executive
compensation. The peer group the Compensation Committee reviewed consisted of companies of comparable size and
operational complexity. The group was unchanged from last year, which was comprised of the following companies
for 2023:
� Accenture plc � DXC Technology Company � Thomson Reuters Corporation
� Automatic Data Processing, Inc. � Interpublic Group of Companies � Paramount Global
� Cognizant Technology
SolutionsCorporation
� Nielsen Holdings plc � WPP plc
� DISH Network Corporation
Accounting and Tax Considerations
IRC SECTION 162(m)
The Internal Revenue Service (“IRS”), pursuant to Section 162(m) of the Internal Revenue Code (the “Code”), generally
disallows a tax deduction for all compensation in excess of $1,000,000 paid to our NEOs. The Compensation Committee
believes that shareholder interests are best served by not restricting the Compensation Committee’s exibility in structuring
compensation for our NEOs and reserves the right to pay compensation that will not be deductible as a result of
Section162(m) of the Code.
EXECUTIVE COMPENSATION
64 2024 Proxy Statement
ACCOUNTING FOR SHARE-BASED COMPENSATION
Omnicom accounts for share-based compensation including its PRSUs and RSUs in accordance with ASC Topic718,
Compensation— Stock Compensation.
Risk Assessment in Compensation Programs
We have assessed the Company’s compensation programs and have concluded that our compensation policies and
practices do not create risks that are reasonably likely to have a material adverse effect on the Company. FW Cook was
previously retained by the Compensation Committee to assist Omnicom’s management in reviewing our executive and
broad-based compensation and benets programs on a worldwide basis to determine if the programs’ provisions and
operations are likely to create undesired or unintentional risk of a material nature. This risk assessment process included a
review of program policies and practices; analysis to identify risk and risk control related to the programs; determinations
as to the suciency of risk identication; and the balance of potential risk to potential reward. Although we reviewed all
compensation programs, we focused on the programs with variability of payout, with the ability of a participant to directly
affect payout and the controls on participant action and payout.
Based on the foregoing and the fact that, since FW Cook assisted the Company in its review, no subsequent change in the
Company’s compensation programs has created risks reasonably likely to have a material adverse effect on the Company,
we believe that our compensation policies and practices do not create inappropriate or unintended signicant risk to
the Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not
encourage risk-taking beyond the organization’s ability to effectively identify and manage signicant risks; are compatible
with effective internal controls and our risk management practices; and are supported by the oversight and administration
of the Compensation Committee with regard to executive compensation programs.
Policies
The following table briey summarizes the policies and guidelines Omnicom has adopted over theyears to strengthen our
pay practices, each of which is discussed in detail below:
Policy/Guidelines Summary
Executive Stock Ownership Guidelines The guidelines that require our Chairman and Chief Executive Ocer, our
President and Chief Operating Ocer and our Chief Financial Ocer to
hold shares of Omnicom common stock with a value equal to the specied
multiples of base salary indicated below.
Compensation Recovery/Clawback Policy Policy required by the SEC r ules and NYSE listing standards that provides
for the mandatory recovery of incentive-based compensation that was
erroneously received during the three years preceding the date that the
Company is required to prepare an accounting restatement.
Equity Compensation Policy Policy regarding the grant of equity awards covering topics such as approval
requirements, grant date and establishing exercise price.
Policy Regarding Death Benets 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 nancial 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 ocer 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.
EXECUTIVE COMPENSATION
www.omnicomgroup.com 65
Executive Stock Ownership Guidelines. We have adopted Executive Stock Ownership Guidelines that require our Chairman
and Chief Executive Ocer, our President and Chief Operating Ocer and our Chief Financial Ocer to hold shares of
Omnicom common stock with a value equal to the specied multiples of base salary indicated below. These guidelines
ensure that they build and maintain a long-term ownership stake in Omnicom’s stock that will align their nancial interests
with the interests of the Company’s shareholders. The applicable guidelines for Messrs. Wren (Chairman and Chief
Executive Ocer), Simm (President and Chief Operating Ocer) and Angelastro (Chief Financial Ocer) are as follows:
Position of Executive Ocer Ownership Target
Chairman and Chief Executive Ocer of Omnicom
6 x Annual Base Salary
President and Chief Operating Ocer of Omnicom
6 x Annual Base Salary
Chief Financial Ocer of Omnicom
3 x Annual Base Salary
The guidelines were adopted in the rst quarter of 2010 and the executives have veyears from the date of the adoption of the
guidelines or from the date of their appointment to attain the ownership levels. For purposes of the guidelines, the value of an
executive’s stock ownership includes all shares of the Company’s common stock owned by the executive outright (inclusive
of unvested equity awards such as restricted shares or units and PRSUs) or held in trust for the executive and his immediate
family, plus the executive’s vested deferred stock and allocated shares of the Company’s common stock in employee plans.
As of December31, 2023, each of Messrs. Wren, Simm and Angelastro was in compliance with the guidelines.
Compensation Recovery/Clawback Policy. The Company has adopted a compensation recovery policy as required by
Rule10D-1 under the ExchangeAct, and the corresponding listing standards of the NYSE. This policy provides for the
mandatory recovery (subject to limited exceptions) from current and former ocers of the Company of incentive-based
compensation that was erroneously received during the threeyears 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 nancial measure.
Equity Compensation Policy. Omnicom has adopted a policy regarding grants of equity awards, which provides, among
other things, that grants of equity awards to non-employee members of the Board shall be approved by the full Board
and any other grants must be approved by the Compensation Committee. With limited exception, the grant date of any
equity award will be the date of the Board or Committee meeting at which the award is approved and the exercise price, if
applicable, will be no less than the closing price of Omnicom’s common stock on such date.
Policy Regarding Death Benets. On February10, 2011, our Board adopted a policy regarding death benets, 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 February2013, our Board adopted a policy statement regarding hedging, which
provides that no director, NEO or network chief executive ocer 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 nancial 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 ocer 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 ocers 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.
EXECUTIVE COMPENSATION
66 2024 Proxy Statement
Summary Compensation Table for 2023
Name and Principal
Position of Executive Year
Salary
($)
Stock
Awards
($)
Non-Equity Incentive Plan
Compensation ($)
(1)
All Other
Compensation
($)
(2)
Total
($)
Incentive Award
Cash
Portion
Max. Potential
Value of
Long-Term Equity
Portion at
Grant Date
RSUs
John D. Wren 2023 $ 1,000,000 $ 6,999,965
(3)
$ 9 ,5 00,000 $ 2,500,000
(4)
$ 1 5 0,655 $ 20,150 ,620
Chairman and Chief 2022 $ 1,000,000 $ 7,500,003 $ 12,000,000 — $ 179,165 $ 20,679,168
Executive Officer 2021 $ 1,000,000 $ 8,075,014 $ 10,860,000 — $ 46,701 $ 19,981,715
Daryl D. Simm 2023 $ 1,000,000 $ 5,000,028
(3)
$ 3 ,900 ,000 $ 1,100,000
(4)
$ 2 0 ,845 $ 11,02 0 , 873
President and Chief 2022 $ 992,708 $ 4,749,999
$ 5,000,000 — $ 24,412 $ 10,767,119
Operating Officer 2021 $ 975,000 $ 3,000,025 $ 4,750,000 — $ 28,755 $ 8,753,780
Philip J. Angelastro 2023 $ 950,000 $ 4,500,043
(3)
$ 3 ,400 ,000 $ 1,100,000
(4)
$ 20,400 $ 9,970,443
Executive VP 2022 $ 920,835 $ 4,499,971 $ 4,500,000 — $ 21,350 $ 9,942,156
and Chief 2021 $ 850,000 $ 4,350,061 $ 4,500,000 — $ 15,900 $ 9,715,961
Financial Officer
Jonathan B. Nelson 2023 $ 807,500
(5)
$ 2,399,906
(7 )
$ 1 ,900 ,000 — $ 13,200 $ 5 , 120 ,606
Chief Executive 2022 $ 850,000 $ 2,499,898 $ 2,400,000 — $ 9,150 $ 5,759,048
Officer, Omnicom 2021 $ 850,000 $ 2,599,871 $ 2,500,000 — $ 8,700 $ 5,958,571
Digital
Louis F . Januzzi 2023 $ 500,000
(6)
$ 500,077
(7 )
$ 500 ,000
$
500,000 $ — $ 2 ,000 ,077
Senior VP,
General Counsel
and Secretary
(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 benets, which are valued based on the
aggregate incremental cost to Omnicom.
� The total perquisites and other personal benets include: for Mr.Wren, personal use of aircrafthours ($122,173), an auto allowance
($9,120) and a medical allowance ($4,000); for Mr. Simm, an auto allowance ($9,120) and an award pursuant to Company policy for
long-term service ($5,000); and for Mr. Angelastro, an auto allowance ($7,200).
� Employer contributions to one or more retirement savings plans: for Mr.Angelastro ($13,200) and for Mr.Nelson ($13,200).
� Employer premium payments for life insurance: for Mr.Wren ($15,362) and Mr.Simm ($6,725).
(3)
Represents the grant date fair value of a one-time award of PRSUs, the vesting of which is subject to the attainment of relative return
on equity goals for a three-year period (2023 to 2025) compared to that of our Peer Metric Group, and subject further to continued
employment. See the section entitled “Compensation Discussion and Analysis,” for further details. This amount has been computed in
accordance with ASC Topic718 based on the closing price on the grant date, excluding the effect of estimated forfeitures. The ultimate
value received by the NEO will depend on the number of PRSUs that are ultimately earned and vested and the share price of the
underlying common stock on the date of vesting.
(4)
As further described above in the section entitled “Compensation Discussion and Analysis,” represents the portion of the Annual
Incentive Award that the Compensation Committee, as permitted under the Incentive Award Plan, elected to pay in an award of RSUs
in lieu of cash that vest pro-rata over three years. The ultimate value received by the NEO will depend on the number of RSUs that
ultimately vest and the value of the underlying common stock on the date of vesting.
(5)
Effective November 16, 2023, Mr. Nelson’s salary was reduced to $510,000 per year.
(6)
Effective March 1, 2024, Mr. Januzzi’s salary was increased to $650,000 per year.
(7)
Represents the grant date fair value of a one-time award of RSUs that vest pro-rata over veyears, subject generally to continued
employment. This amount has been computed in accordance with ASC Topic718 based on the closing price on the grant date. For a
discussion of the assumptions used to calculate the fair value of stock awards, refer to Notes 2 and 10 to the consolidated nancial
statements contained in our 2023 10-K.
EXECUTIVE COMPENSATION
www.omnicomgroup.com 67
Grants of Plan-Based Awards in 2023
The below table provides information about equity and non-equity awards granted to the NEOs with respect to 2023.
Name of Executive Grant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
(1)
Estimated Future Payouts Under
Equity Incentive Plan Awards
(2)
All Other
Stock Awards:
Number of
Shares of Stock
Or Units
(#)
Grant Date
Fair Value
of Stock and
Option Awards
($)
(2)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
John Wren 05/01/2023 $ 0 $7,900,000 $15,800,000 25,439 50,499 75,938 0 $6,999,965
Daryl Simm 05/01/2023 $ 0 $3,500,000 $ 7,000,000 18,171 36,071 54,242 0 $5,000,028
Philip Angelastro 05/01/2023 $ 0 $3,250,000 $ 6,500,000 16,354 32,463 48,818 0 $4,500,043
Jonathan Nelson 05/01/2023 $ 0 $1,300,000 $ 2,600,000 0 0 0 26,035 $2,399,906
Louis Januzzi 05/01/2023 $ 0 $ 500,000 $ 1,000,000 0 0 0 5,425 $ 500,077
(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 page52. Awards paid or payable for performance in 2023 are reected in the Summary Compensation Table for 2023 on page66.
(2)
The reported dollar value of the PRSUs granted to Messrs. Wren, Simm and Angelastro was calculated by multiplying the maximum
number of shares subject to the award by the closing price on the grant date ($92.18). The PRSUs vest based on performance as
described in greater detail on page 61. The reported dollar value of the RSUs granted to Messrs. Nelson and Januzzi was calculated
by multiplying the number of shares subject to the award by the closing price on the grant date ($92.18). The RSUs vest ratably over a
ve-year period.
EXECUTIVE COMPENSATION
68 2024 Proxy Statement
Outstanding Equity Awards at 2023 Year-End
The following table provides information on the holdings of unvested stock awards by the NEOs as of December 31, 2023.
For additional information about the stock awards, see the description of equity incentive compensation in the section
entitled “Compensation Discussion and Analysis” on page 52.
Name of Executive
Option Awards Stock Awards
Number of
securities
underlying
unexercised
options
Unexercisable
(#)
Option
exercise
price
($)
Option
expiration
date
Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)
(1)
Market
Value of
Shares
or Units
of Stock
That Have
Not Vested
($)
(2)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
(3)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
that Have Not
Vested ($)
(2)
John Wren — — — — — 281,432 $24,346,682
Daryl Simm — — — 49,867 $ 4,313,994 116,099 $10,043,724
Philip Angelastro — — — — — 165,505 $14,317,838
Jonathan Nelson — — — 92,146 $ 7,971,550 — —
Louis Januzzi 11,425
(4)
$ 69.23 07/21/2032 11,743 $ 1,015,887 — —
(1)
The vesting dates of stock awards disclosed in this column are as follows:
� Mr. Simm: 5,386 restricted stock units are scheduled to vest on August 15, 2024. 10,989 restricted stock units are scheduled to
vest on each of August 15, 2024 and 2025. 7,501 restricted stock units are scheduled to vest on each of August 15, 2024, 2025 and
2026.
� Mr. Nelson: 5,420 restricted stock units are scheduled to vest on August 15, 2024. 7,986 restricted stock units are scheduled to vest
on each of May 15, 2024 and 2025. 6,225 restricted stock units are scheduled to vest on each of May 15, 2024, 2025 and 2026.
6,511 restricted stock units are scheduled to vest on each of May 15, 2024, 2025, 2026 and 2027. 5,207 restricted stock units are
scheduled to vest on each of May 15, 2024, 2025, 2026, 2027 and 2028.
� Mr. Januzzi: 479 restricted stock units are scheduled to vest on August 15, 2024. 824 restricted stock units are scheduled to vest
on each of August 15, 2024 and 2025. 625 restricted stock units are scheduled to vest on each of August 15, 2024, 2025 and 2026.
579 restricted stock units are scheduled to vest on each of August 15, 2024, 2025, 2026 and 2027. 1,085 restricted stock units are
scheduled to vest on each of May 15, 2024, 2025, 2026, 2027 and 2028.
(2)
The market value of stock awards was determined by multiplying the number of unvested shares by $86.51, the closing price of
Omnicom common stock on December 29, 2023, the last trading day of the 2023 scal year.
(3)
The PRSUs are eligible to vest at the times indicated below. The actual number of PRSUs that will vest depends on our relative
average return on equity for the applicable three-year periods ending December 31, 2023, December 31, 2024, and December 31, 2025,
compared to a pre-established peer group.
� Mr. Wren: A maximum of 107,825 performance restricted stock units are scheduled to vest based on performance through
December 31, 2023. A maximum of 97,669 performance restricted stock units are scheduled to vest based on performance
through December 31, 2024. A maximum of 75,938 performance restricted stock units are scheduled to vest based on
performance through December 31, 2025.
� Mr. Simm: A maximum of 61,857 performance restricted stock units are scheduled to vest based on performance through
December 31, 2024. A maximum of 54,242 performance restricted stock units are scheduled to vest based on performance
through December 31, 2025.
� Mr. Angelastro: A maximum of 58,086 performance restricted stock units are scheduled to vest based on performance through
December 31, 2023. A maximum of 58,601 performance restricted stock units are scheduled to vest based on performance
through December 31, 2024. A maximum of 48,818 performance restricted stock units are scheduled to vest based on
performance through December 31, 2025.
(4)
The option is scheduled to vest on July 15, 2027.
EXECUTIVE COMPENSATION
www.omnicomgroup.com 69
Option Exercises and Stock Vested in 2023
The following table provides information for the NEOs on the number of shares acquired upon the vesting of stock awards
in the form of restricted stock, RSUs or PRSUs, and the value realized, each before payment of any applicable withholding
tax and broker commissions. No stock options were exercised by any of the NEOs during 2023.
Name of Executive
Stock Awards
Number of
Shares Acquired
on PRSU
Vesting
(#)
Value
Realized
on PRSU
Vesting
($)
(1)
Number of
Shares Acquired
on RS/RSU
Vesting
(#)
Value
Realized
on RS/RSU
Vesting
($)
(1)
John Wren 131,601 $12,350,754 — —
Daryl Simm — — 29,776 $2,383,867
Philip Angelastro 54,596 $ 5,123,835 — —
Jonathan Nelson — — 31,215 $2,803,889
Louis Januzzi — — 2,900 $ 232,174
(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.
Nonqualied Deferred Compensation in 2023
Certain of Omnicom’s employees were, in prior years, eligible to defer some or all of the shares of their restricted stock and
RSUs that may vest in a given year. For additional information about the deferral plans pursuant to which these elections
were made, see the description of deferred compensation on page 62 in the section entitled “Deferred Restricted Stock and
Restricted Stock Unit Plans.”
The table below provides information on the non-qualied deferred compensation of the NEOs in 2023, which consisted only
of the deferral of shares of restricted stock or RSUs under Omnicom’s Restricted Stock and Restricted Stock Unit Deferred
Compensation Plans.
Name of Executive
Executive
Contributions
in Last FY
($)
Aggregate
Earnings
in Last FY
($)
(1)
Aggregate
Withdrawals
Distribution
in Last FY
($)
Aggregate
Balance at
Last FYE
($)
John Wren — $671,791 — $11,764,495
Daryl Simm — — — —
Philip Angelastro — — — —
Jonathan Nelson — — — —
Louis Januzzi — — — —
(1)
Reects earnings or (losses) on deferred shares. Earnings on deferred shares are calculated based on the total number of deferred shares
in the account as of December 29, 2023, the last trading day of the 2023 scal year, multiplied by the Omnicom closing stock price as of
December 29, 2023, less the total number of such deferred shares multiplied by the Omnicom closing stock price as of December 30, 2022,
the last trading day of the 2022 scal year.
Potential Payments upon Termination of Employment or
Change in Control
The NEOs may be entitled to payments upon termination of employment or in connection with a change in control of
Omnicom. The table below sets forth the potential payments that each NEO may receive upon termination of employment
or change in control of Omnicom under various scenarios as of December 31, 2023. Except for the arrangements described
below, none of the NEOs have entered into any plans, arrangements or agreements with Omnicom providing for payments
upon termination of employment or change in control of Omnicom, other than payments generally available to all salaried
employees that do not discriminate in scope, terms or operation in favor of the executive ocers of Omnicom.
EXECUTIVE COMPENSATION
70 2024 Proxy Statement
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 benet to executives in the form of post-termination compensation.
Restrictive Covenants
In consideration for annual benets 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 benets payment.
Annual Benefits
The SERCR Plan provides annual benets to participating executives upon their termination of employment after they
render sevenyears of service to Omnicom or its subsidiaries, unless termination is for “Cause.” “Cause” is generally dened
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 ocer, 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 benet is payable for 15years following termination, and is equal to the lesser of (a)the product of
(i)the average of the executive’s three highestyears 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 ocer to Omnicom,
not to exceed 35% and (b)$1.5million, subject to an annual cost-of-living adjustment of up to 2.5% per year beginning
with the second annual payment. Payment of this annual benet 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, beneciaries of the executive are entitled to the annual benet payments. No annual benet is payable if the
executive is terminated by Omnicom for Cause. Any future compensation arrangement under the SERCR Plan that would
oblige Omnicom to make payments in the event of a NEO’s death would require shareholder approval.
THE EXECUTIVE SALARY CONTINUATION AGREEMENT
Omnicom has entered into an Executive Salary Continuation Agreement with each of Messrs. Nelson and Januzzi pursuant
to which Omnicom agreed to make annual payments for up to a maximum of 10years after termination of full time
employment, unless termination is for “Cause,” in consideration for each agreeing to consult and subject to restrictions on
competition, solicitation, disparagement, and other willful actions that may be harmful to Omnicom during the payment
period. “Cause” is generally dened for this purpose as misconduct involving willful malfeasance, such as breach of trust,
fraud or dishonesty. Based on Mr. Nelson’s age andyears of service with Omnicom or its subsidiaries, as of December31,
2023, his payment period was 10years. Mr. Januzzi’s Executive Salary Continuation Agreement remains subject to vesting
and, as of December 31, 2023, he was not entitled to any payments.
Consulting Obligation and Certain Restrictive Covenants
Messrs.Nelson and Januzzi have agreed to serve as advisor or consultant to Omnicom during their applicable
payment period, subject to certain limitations. In addition, they will be subject to restrictions on competition, solicitation,
disparagement, and other willful actions that may be harmful to Omnicom, from the date of termination through the end of
the payment period, if any.
EXECUTIVE COMPENSATION
www.omnicomgroup.com 71
Annual Benefits
Following termination and subject to compliance with the consulting obligation and restrictions on competition, solicitation,
disparagement, and other willful actions that may be harmful to Omnicom, Mr. Nelson is entitled to receive annual
payments, beginning in the year described below, for the duration of the payment period. Annual payments are equal to 50%
of the highest annual base salary paid to Mr. Nelson within veyears prior to termination. Annual payments are subject to
there being sucient pre-tax prots of Omnicom for the calendar year immediately prior to the year in which Mr. Nelson is
entitled to payment.
Mr. Nelson is entitled to 100% of the annual payment amount in the event of disability. For a voluntary termination, including
retirement, or a termination by Omnicom without Cause, Mr.Nelson is also entitled to 100% of the annual payment amount.
In the event of death, Mr.Nelson’s beneciary or beneciaries are entitled to 75% of the annual payment amount. No annual
benets are payable if Mr. Nelson is terminated by Omnicom for Cause. Any future compensation arrangement under an
Executive Salary Continuation Agreement that would oblige Omnicom to make payments in the event of a NEO’s death
would require shareholder approval.
THE SENIOR MANAGEMENT INCENTIVE PLAN
Each of the NEOs participated in our Senior Management Incentive Plan in scal year 2023. The Senior Management
Incentive Plan provides performance-based bonuses to participants, based upon specic performance criteria, discussed
on page 54 above, during each performance period. If a participant in the Senior Management Incentive Plan experiences
a termination of employment for any reason prior to the end of a performance period or the bonus payment date for such
performance period, he is not entitled to any payment, but the Compensation Committee has the ability (a)to determine
whether the participant will receive any bonus, (b)to determine whether the participant will receive a pro-rated bonus
reecting 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. Specically, Messrs.Wren
andSimm are provided with executive life insurance policies for which Omnicom paid the premiums. As of December31,
2023, in the event of termination of employment due to death, the beneciaries of these two NEOs would be entitled to life
insurance benets in the amount of $1,000,000 paid by MassMutual. This amount is $250,000 higher than each would be
eligible for under the program covering employees generally.
ACCELERATION OF EQUITY AWARDS
Messrs. Wren, Simm and Angelastro hold unvested PRSUs. Messrs. Simm, Nelson and Januzzi hold unvested RSUs that
generally vest based on continued employment and the passage of time. Mr. Januzzi also holds stock options that generally
vest based on continued employment and the passage of time. As specied below, such NEOs are entitled to accelerated
vesting (a)on a pro rata basis upon termination of employment due to disability and (b)upon death. Additionally, the options
held by Mr. Januzzi shall become exercisable in full upon his retirement.
No equity awards held by our NEOs have single trigger or double trigger acceleration in connection with a change in control.
However, if the awards held by our NEOs or other employees are not assumed or substituted by an acquirer in connection
with a change in control of Omnicom, they fully vest.
If a NEO retires, voluntarily terminates or is terminated by Omnicom, with or without cause, all RSUs and PRSUs that have
not yet vested are generally forfeited or, to the extent PRSUs are partially vested based on the passage of time, they may
remain subject to vesting based on the ultimate achievement of the performance goals.
EXECUTIVE COMPENSATION
72 2024 Proxy Statement
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 December31,
2023; and (b)the price per share of Omnicom common stock equals $86.51, the closing price of Omnicom common stock
on December29, 2023, the last trading day of the 2023 scal year.
Name of Executive Death Disability
For Cause
Termination
Termination
without Cause Retirement
Voluntary
Termination
Change in
Control
(1)
John Wren
SERCR Plan
(2)
$ 1,500,000 $ 1,500,000 — $ 1,500,000 $ 1,500,000 $ 1,500,000 —
PRSU Awards
(3)
$ 7,279,082 $ 5,064,029 — — — — —
Daryl Simm
SERCR Plan
(2)
$ 1,500,000 $ 1,500,000 — $ 1,500,000 $ 1,500,000 $ 1,500,000 —
PRSU/RSU Awards
(3)(4 )
$ 11,581,336 $ 6,892,463 — — — — —
Philip Angelastro
SERCR Plan
(2)
$ 1,500,000 $ 1,500,000 — $ 1,500,000 $ 1,500,000 $ 1,500,000 —
PRSU Awards
(3)
$ 4,557,346 $ 3,133,383 — — — — —
Jonathan Nelson
Executive Salary
Continuation Agreement $ 318,750
(5 )
$ 425,000
(6 )
— $ 425,000
(6 )
$ 425,000
(6 )
$ 425,000
(6 )
—
RSU Awards
(4 )
$ 8,063,696 $ 3,484,240 — — — — —
Louis F. Januzzi
RSU Awards/ Options
(4)(7 )
$ 1,236,479 $ 562,269 — — $ 208,849 — —
(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 beneciary, as the case may be, would be entitled to receive 15 annual
payments in this amount, the rst of which would be payable in 2024. In the event of termination for Cause, no payments would
be made. The amount reported is the payment cap set forth in the SERCR Plan as in effect on December31, 2023, such amount
being subject to an annual cost-of-living adjustment of up to 2.5% per year beginning with the second annual payment. All payment
obligations are conditioned upon compliance with the restrictive covenants described above.
(3)
The value of PRSUs was determined by taking the aggregate fair market value of the shares underlying PRSUs subject to accelerated
vesting as of December 29, 2023, the last trading day of the 2023 scal year. The value of PRSUs assumes achievement of the highest
performance target, and therefore, the actual value could be lower than the amount disclosed. Amounts shown do not include unvested
PRSUs which are considered earned and non-forfeitable as of December31, 2023 because the service requirement was met, but which
are eligible to vest following the end of the applicable performance period and based on the applicable level of actual performance
during such period. For additional information, please read the discussion above in our “Compensation Discussion and Analysis.”
(4)
The value of RSUs was determined by taking the aggregate fair market value of the shares underlying RSUs subject to accelerated vesting
as of December29, 2023, the last trading day of the 2023 scal year. For additional information, please read the discussion above in our
“Compensation Discussion and Analysis.”
(5)
This reects 75% of Mr.Nelson’s $425,000 annual payment, payable to his designated beneciary. 10 annual payments in this amount
would be paid to such beneciary, with the rst payment being made in 2024.
(6)
This reects 50% of the highest annual rate of salary paid to Mr.Nelson in the veyears preceding December31, 2023. 10 annual
payments would be made in this amount, with the rst payment being made in 2025. All payment obligations are conditioned upon
compliance with the restrictive covenants and, if not disabled, the consulting obligation described above.
(7)
The value of the options was determined by taking the aggregate fair market value of the shares underlying options subject to accelerated
vesting as of December 29, 2023, the last trading day of the 2023 scal year, and subtracting the aggregate cost of the strike price for the
options.
EXECUTIVE COMPENSATION
www.omnicomgroup.com 73
Pay Ratio Disclosure
As required by Section953(b)of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item402(u)of
RegulationS-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 specied below to be a reasonable
estimate, calculated in a manner intended to be consistent with Item402(u)of RegulationS-K.
We identied the median employee by considering all individuals who were employed by us on October31, 2023, whether
employed on a full-time or part-time basis, excluding our CEO and employees located in jurisdictions with a de minimis
number of employees. Our global workforce was 2% higher on October 31, 2023, than on October 31, 2022. As of
October31, 2023, we determined that our employee population consisted of a total of 79,889 U.S.and non-U.S.individuals,
whether employed on a full-time or part-time basis. Pursuant to the de minimis exception allowed under Item402(u), we
excluded all 3,983 individuals who provided services to us in Argentina, Chile, Colombia, Egypt, Philippines, and Thailand.
We identied the median employee by examining all gross base salaries during the month of October2023 for the remaining
employee population, as of October31, 2023, of 75,906 individuals. Unlike our 2023 10-K, the size of our total employee
population for purposes of this pay ratio calculation includes part-time employees (who, as required by Item402(u)of
RegulationS-K, have not been converted to full-time equivalent employees), and is based on a count of individuals employed
as of October31, 2023. For employees paid other than in U.S.dollars, we converted their compensation to U.S.dollars using
foreign exchange rates in effect on October31, 2023. Using this methodology, we determined that our median employee
was an employee in Canada. We believe our methodology represents a consistently applied compensation measure that
appropriately identies our median employee.
After identifying the median employee for 2023, we calculated the annual total compensation for 2023 for such employee
using the same methodology we used for our NEOs as set forth in the Summary Compensation Table for 2023 on page 66.
For 2023, the value of the annual total compensation of the median employee was $69,850 CAD and using an exchange rate
as of December 31, 2023 of 0.75434 results in a US equivalent of $52,691.
For 2023, the annual total compensation of our CEO was $20,150,620. The resulting pay ratio of the annual total
compensation of our CEO to the median of the annual total compensation of all of our employees (other than our CEO) for
2023 was approximately 382 to 1.
EXECUTIVE COMPENSATION
74 2024 Proxy Statement
Pay Versus Performance Table
The following table sets forth information concerning the compensation of our NEOs for each of the scalyears in the
four-year period ended December31, 2023, and our nancial performance for each such scal year:
Year
Summary
Compensation
Table Total
for PEO
($)
Compensation
Actually
Paid to PEO
($)
(1)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
(1)
Value of Initial Fixed $100
Investment Based on:
Net Income
($)
Return on
Equity
(3)
Total
Shareholder
Return
($)
Peer
Group Total
Shareholder
Return
($)
(2)
2023 20,150 ,620 24,757 ,884 7 , 028 ,000 7 , 810 ,003 124.27 150.97 1,391,400 ,000 40.5%
2022 20,679,168 24,500,414 7,771,045 8,841,167 113.42 127.21 1,316,500,000 40.4%
2021 19,981,715 28,011,719 7,294,539 8,650,622 98.01 139.44 1,407,800,000 44.3%
2020 11,147,799 14,522,809 2,569,825 3,475,738 80.42 91.93 945,400,000 31.8%
(1)
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the
relevant scal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for
each scal year:
Year PEO Non-PEO NEOs
2023 John Wren Daryl Simm, Philip Angelastro, Jonathan Nelson and Louis Januzzi
2022 John Wren Daryl Simm, Philip Angelastro, Jonathan Nelson and Michael O’Brien
2021 John Wren Daryl Simm, Philip Angelastro, Jonathan Nelson and Michael O’Brien
2020 John Wren Philip Angelastro, Jonathan Nelson, Michael O’Brien and Rochelle Tarlowe
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for
the applicable scal year, as adjusted as set forth in the table below, and determined in accordance with SEC rules. The dollar
amounts shown do not reect 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 uctuate 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 scal years.
Adjustments
2023
PEO
Average
Non-PEO
NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the
Summary Compensation Table for Applicable FY
$ (6,999,965) $ (3,100,013)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain
Unvested as of Applicable FY End, determined as of Applicable FY End
$ 6,569,396 $ 2,909,331
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of
Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable
FY End
$ 1,015,140 $ 371,537
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY,
determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date
$ 1,616,060 $ 219,695
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date $ 2,406,633 $ 381,453
TOTAL ADJUSTMENTS $ 4,607,264 $ 782,003
(2)
Represents the cumulative TSR (the “Peer Group TSR”) for the following peer companies for each scal year: The Interpublic Group of
Companies, Inc., WPP plc and Publicis Groupe SA.
EXECUTIVE COMPENSATION
www.omnicomgroup.com 75
(3)
Return on Equity is a non-GAAP measure and is calculated by dividing our total net income for the applicable scal year, as reported
in our consolidated nancial statements contained in our Annual Report on Form10-K for the applicable scal year, by our average
shareholders’ equity for such scal year. Average shareholders’ equity for a scal year is determined by averaging our scal year-end
shareholders’ equity and our prior scal year-end shareholders’ equity, as reported in our consolidated nancial statements contained in
our Annual Report on Form10-K for the applicable scal year.
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 scal years in the four-year period ended December 31, 2023.
TSR Value
Compensation (in millions)
Pay vs. Total Shareholder Return (TSR)
PEO Compensation Actually Paid
Non-PEO Compensation Actually Paid
TSR
Peer TSR
0
50
100
150
200
0
5
10
15
20
25
30
2020 2021 2022 2023
NetIncome
(in millions)
Compensation (in millions)
Payvs. Reported NetIncome
(1)
PEOCompensationActuallyPaid
Non-PEOCompensationActuallyPaid
Reported NetIncome
0
500
1,000
1,500
0
5
10
15
20
25
30
2020 2021 2022 2023
(1)
Net income for 2021 includes $50.5 million related to a gain on the disposition of a subsidiary in the second quarter of the year. Net
income for 2022 includes a pre-tax charge of $113.4 million in operating expenses related to the effects of the war in Ukraine, resulting
in an additional $4.8 million of income tax expense. For 2023, the net impact of real estate repositioning costs, a gain on disposition of
subsidiaries and acquisition transaction costs reduced net income by $102.6 million.
EXECUTIVE COMPENSATION
76 2024 Proxy Statement
ROE
(in millions)noitasnepmoC
Pay vs. Return on Equity (ROE)
20%
25%
30%
35%
40%
45%
50%
0
5
10
15
20
25
30
2020 2021 2022 2023
PEO Compensation Actually Paid
Non-PEO Compensation Actually Paid
Return on Equity
Pay Versus Performance Tabular List
We believe the following performance measures represent the most important nancial performance measures used by us
to determine compensation actually paid to our NEOs for the scal year ended December 31, 2023:
Return on Equity;
Organic Growth;
Adjusted Operating Margin;
Adjusted Diluted EPS Growth; and
Adjusted EBITA Margin.
For additional details regarding our most important financial performance measures, please see the section titled
“Performance-Based Compensation Awards” in our Compensation Discussion and Analysis elsewhere in this Proxy
Statement.
www.omnicomgroup.com 77
ITEM 3—RATIFICATION OF THE
APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent
registered public accounting rm retained to audit the Company’s nancial statements. In accordance with the Audit
Committee’s charter, the Audit Committee has appointed KPMG LLP as our independent auditors for our scal year ending
December31, 2024. We are submitting the appointment of our independent auditors for shareholder ratication at the 2024
Annual Meeting. KPMG LLP has been retained as our independent auditor continuously since June2002. The members
of the Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as our independent
registered public accounting rm is in the best interests of the Company and its shareholders.
Representatives of KPMG LLP are expected to be present at the 2024 Annual Meeting, will have the opportunity to make a
statement if they desire to do so and are expected to be available to respond to appropriate questions.
The Audit Committee is not bound by the results of the vote regarding ratication of the independent auditors. If our
shareholders do not ratify the appointment, the Audit Committee will reconsider whether to retain KPMG LLP, but still may
retain them. Even if the appointment is ratied, the Audit Committee, in its discretion, may change the appointment at any
time during the year if it determines that such a change would be in the best interests of Omnicom and its shareholders.
The Board UNANIMOUSLY recommends that shareholders vote FOR ratication of the appointment of
KPMG LLP as our independent auditors.
Approval of this item requires the favorable vote of the holders of a majority of the shares voting on the item. Abstentions
will have no effect on the outcome of this item. Broker non-votes are not expected for proposal 3 as NYSE rules allow
brokers, banks or other nominees to exercise discretionary voting authority on this “routine” proposal.
Fees Paid to Independent Auditors
The following table shows information about fees billed by KPMG LLP and aliates for professional services rendered for
the last two scalyears:
2023
Approved by
Audit Committee 2022
Approved by
Audit Committee
Audit Fees
(1)
$ 20,110,802 100% $ 20,012,501 100%
Audit-Related Fees
(2)
$ 543,420 100% $ 421,059 100%
Tax Fees
(3)
$ 653,079 100% $ 385,775 100%
All Other Fees
(4)
— —
Total Fees $ 21,307,301 $ 20,819,335
(1)
Audit Fees consist of fees for professional services for the audit and interim reviews of our consolidated nancial statements and for
the audit of our internal control over nancial reporting. Audit fees also include audit services that are normally provided by independent
auditors in connection with statutory audit and regulatory lings, as well as consents rendered in connection with registration
statement lings and comfort letters rendered in connection with debt offerings. The amounts noted above include reimbursement for
direct out-of-pocket travel and other sundry expenses.
(2)
Audit-Related Fees consist of fees for assurance and audit-related services performed for the Company or its subsidiaries but not
directly related to the audits. Audit-Related fees include due diligence services and attestation or agreed upon procedures related to
certain statutory requirements or local reporting requirements.
(3)
Tax Fees consist primarily of fees for routine international tax compliance and advisory services, including the review and preparation of
statutory tax returns, related compliance services, and routine tax advice.
(4)
All Other Fees consist of fees for permitted services other than those that meet the criteria above. There were no such services
performed in 2023 or 2022.
ITEM 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
78 2024 Proxy Statement
In deciding to reappoint KPMG LLP to be our independent auditors for 2024, the Audit Committee considered KPMG LLP’s
provision of services to assure that it was compatible with maintaining KPMG LLP’s independence. The Audit Committee
determined that these fees were compatible with the independence of KPMG LLP as our independent auditors.
The Audit Committee has adopted a policy that requires it to pre-approve each audit and permissible non-audit service
rendered by KPMG LLP except for items exempt from pre-approval requirements by applicable law. On a quarterly basis, the
Audit Committee reviews and generally pre-approves specic types of services and the range of fees that may be provided
by KPMG LLP without rst obtaining specic pre-approval from the Audit Committee. The policy requires the specic
pre-approval of all other permitted services, and all other permitted services were pre-approved in 2023.
Audit Committee Report
The Audit Committee’s primary purpose is to assist the Board in carrying out its oversight responsibilities relating to
Omnicom’s nancial reporting. Management is responsible for the preparation, presentation and integrity of Omnicom’s
nancial statements, accounting and nancial reporting principles and the establishment and effectiveness of internal
controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations.
The independent auditors are responsible for performing an independent audit of the nancial statements in accordance
with the standards of the Public Company Accounting Oversight Board (UnitedStates), expressing an opinion as to the
conformity of such nancial statements with generally accepted accounting principles in the UnitedStates and auditing the
operating effectiveness of internal control over nancial reporting. The independent auditors have free access to the Audit
Committee to discuss any matters they deem appropriate.
In performing its oversight role, the Audit Committee has reviewed and discussed with management Omnicom’s audited
2023 nancial statements as of December31, 2023. The Audit Committee has also discussed with KPMG LLP the matters
required to be discussed under all relevant professional and regulatory standards, which included discussion of the quality of
Omnicom’s accounting principles, the reasonableness of signicant judgments and the clarity of disclosures in the nancial
statements. The Audit Committee has received and reviewed the written disclosures and the letter from KPMG LLP required
under all relevant professional and regulatory standards, and has discussed with KPMG LLP its independence.
Based on the review and discussions referred to in this Report, the Audit Committee recommended to the Board that the
audited nancial statements of Omnicom for the year ended December31, 2023 be included in its 2023 10-K.
Members of the Audit Committee
Mary C.Choksi, Chair
Mark D. Gerstein
Deborah J.Kissire
Gracia C.Martore
Valerie M.Williams
www.omnicomgroup.com 79
STOCK OWNERSHIP INFORMATION
Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth certain information as of the close of business on March1, 2024 (except as otherwise
noted), with respect to the benecial ownership of our common stock by:
� each person known by Omnicom to own benecially more than 5% of our outstanding common stock;
� each current director or nominee;
� each NEO; and
� all directors and executive ocers as a group.
The amounts and percentages of shares benecially owned are reported on the basis of SEC regulations governing the
determination of benecial ownership of securities. Under SEC rules, a person is deemed to be a “benecial 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 benecial owner of any securities of which that person
has a right to acquire benecial ownership within 60days. 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 benecial owner of the same securities and
a person may be deemed to be a benecial 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, NewYork,
NewYork 10017.
Name
Number of
Shares Owned
(1)
Options
Exercisable
within 60 Days
Total
Benecial
Ownership
Percent of
Shares
Outstanding
(2)
The Vanguard Group
(3)
23,239,184 — 23,239,184 11.7 %
BlackRock, Inc.
(4)
18,140,257 — 18,140,257 9.2 %
State Street Corporation
(5)
11,945,709 — 11,945,709 6.0 %
Philip J. Angelastro
(6)
543,951 — 543,951 *
Mary C. Choksi 38,633 — 38,633 *
Leonard S. Coleman, Jr. 42,094 — 42,094 *
Mark D. Gerstein 6,848 — 6,848 *
Ronnie S. Hawkins 15,205 — 15,205 *
Louis F. Januzzi
(7 )
14,905 — 14,905 *
Deborah J. Kissire 19,957 — 19,957 *
Gracia C. Martore 20,792 — 20,792 *
Jonathan B. Nelson
(8 )
119,350 — 119,350 *
Patricia Salas Pineda 4,846 — 4,846 *
Linda Johnson Rice 10,336 — 10,336 *
Cassandra Santos 505 — 505 *
Daryl D. Simm
(9)
225,893 — 225,893 *
Valerie M. Williams 18,716 — 18,716 *
John D. Wren
(10)
1,501,343 — 1,501,343 *
All directors and executive ocers as a group (17 persons) 2,630,522 — 2,630,522 1.3 %
* less than 1%.
STOCK OWNERSHIP INFORMATION
80 2024 Proxy Statement
(1)
This column lists voting securities, and securities the payout of which has been deferred at the election of the holder, including
restricted stock held by executive ocers. Except to the extent noted below, each director or executive ocer 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—38,633 shares, Mr.Coleman—25,794 shares, Mr. Gerstein—6,848 shares, Mr.Hawkins—7,912 shares,
Ms. Kissire — 19,957 shares, Ms. Martore—18,194 shares, Ms. Pineda—4,588 shares, Ms. Rice—9,829 shares,
Ms. Santos—505 shares and Ms.Williams—18,716 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—1,652 shares and
Mr.Wren— 34,184 shares.
(2)
The number of shares of common stock outstanding on March1, 2024 was 198,001,614. 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 as of December31, 2023 and is based solely on a Schedule13G/A led with the SEC on February13, 2024, by
The Vanguard Group (“Vanguard”). In the ling, 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 certied in its Schedule13G/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
inuencing control of Omnicom. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA19355.
(4)
Stock ownership is as of December31, 2023 and is based solely on a Schedule13G/A led with the SEC on January 24, 2024, by
BlackRock, Inc. (“BlackRock”). In the ling, BlackRock reported having sole voting power over 16,387,315 shares and sole dispositive
power over 18,140,257 shares. BlackRock has certied in its Schedule13G/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 inuencing control of Omnicom. The address
of BlackRock is 50 Hudson Yards, NewYork, NY10001.
(5)
Stock ownership is as of December31, 2023 and is based solely on a Schedule13G/A led with the SEC on January 29, 2024, by State
Street Corporation (“State Street”). In the ling, State Street reported having shared voting power over 8,561,715 shares and shared
dispositive power over 11,939,109 shares. State Street has certied in its Schedule13G/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 inuencing control of Omnicom. The
address of State Street is Sate Street Financial Center, One Congress Street, Suite 1, Boston, MA02114.
(6)
Includes 165,505 PRSUs granted to Mr.Angelastro pursuant to our equity plans.
(7)
Includes 11,743 RSUs granted to Mr.Januzzi pursuant to our equity plans.
(8)
Includes 92,146 RSUs granted to Mr.Nelson pursuant to our equity plans.
(9)
Includes 116,099 PRSUs and 49,867 RSUs granted to Mr.Simm pursuant to our equity plans.
(10)
Includes 281,432 PRSUs granted to Mr.Wren pursuant to our equity plans and 192,460 shares that are held in a joint account shared by
Mr.Wren and his wife.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive ocers, and persons who benecially own more
than 10% of our outstanding common stock, to le reports of ownership and changes in ownership with the SEC and to
provide us with copies of all such reports. To our knowledge, based solely on a review of applicable reports led with the
SEC and written representations that no other reports were required, all Section 16(a) ling requirements were complied with
during the year ended December 31, 2023, except for two late Forms 4 led on July 20, 2023, relating to grants of restricted
stock units to Rochelle Tarlowe and Andrew Castellaneta, respectively, and one late Form 4 led on August 21, 2023 relating
to a sale of shares by Linda Johnson Rice.
STOCK OWNERSHIP INFORMATION
www.omnicomgroup.com 81
Equity Compensation Plans
Our principal equity plan for employees is the 2021 Plan, which was approved by shareholders at our 2021 Annual
Meeting of Shareholders and replaced all of our prior equity incentive plans. The Compensation Committee’s independent
compensation consultant, FW Cook, provided analysis and input on the 2021 Plan. As a result of the adoption of the 2021
Plan, no new awards may be made under any of Omnicom’s prior equity plans (“Prior Plans”). Outstanding equity awards
under Prior Plans, however, were not affected by the adoption of our 2021 Plan.
The purpose of the 2021 Plan is to promote the success and enhance the value of Omnicom by continuing to link the
personal interest of participants to those of Omnicom shareholders and by providing participants with an incentive for
outstanding performance to generate superior returns to Omnicom shareholders. The 2021 Plan provides for the grant
of stock options (both incentive stock options and nonqualied stock options), restricted stock, stock appreciation rights,
performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, and restricted
stock units.
Persons eligible to participate in the 2021 Plan include all employees and consultants of Omnicom and its subsidiaries,
members of our Board or, as applicable, members of the board of directors of a subsidiary, as determined by the committee
administering the 2021 Plan (the “IAP Committee”). The IAP Committee is appointed by our Board, and currently is
comprised of the members of our Compensation Committee. With respect to awards to independent directors, Omnicom’s
Board administers the 2021 Plan.
All of our current equity compensation plans have been approved by shareholders. The following table provides information
about our current equity compensation plans as of December31, 2023.
Plan Category
Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(#)
Weighted-average
exercise price of
outstanding options,
warrants and rights
($/shr)
Number of
securities remaining
available for
future issuance
under equity
compensation plans
(#)
Equity compensation plans approved by security
holders: 2021 Incentive Award Plan and previously
adopted equity incentive plans (other than our ESPP) 4,564,575 $71.81 8,604,042
(1)
Equity compensation plans approved by security
holders: ESPP Shares — — 8,296,140
(2)
Equity compensation plans not approved by
security holders — — —
Total 4,564,575 $71.81 16,900,182
(1)
The maximum number of shares that may be issued under our 2021 Plan is 14,700,000, less one share for each share subject to an
award granted under a Prior Plan after December 31, 2020. This number is subject to upward adjustment since awards granted under
Prior Plans that are forfeited or expire after December31, 2020, may be used again under the 2021 Plan. Furthermore, shares tendered
for payment of or withheld after December31, 2020 in satisfaction of the tax withholding amounts due upon vesting or settlement of
any award that is not an option or stock appreciation right that is granted under the 2021 Plan or a Prior Plan may be used under the
2021 Plan. The gure above includes 8,604,042 shares that may be issued under our 2021 Plan. Our 2021 Plan provides that we may
no longer grant any awards under our Prior Plans. As of December31, 2023, there were 4,564,575 stock options outstanding under
our equity compensation plans (other than our Employee Stock Purchase Plan (the “ESPP”)) with a weighted-average exercise price
of $71.81 and a weighted-average term of 8.03years and 3,365,333 shares of restricted stock or RSUs outstanding under our equity
compensation plans (other than our ESPP).
(2)
The ESPP is a tax-qualied plan in which all eligible full-time and part-time domestic employees may participate.
82 2024 Proxy Statement
INFORMATION ABOUT VOTING AND
THE MEETING
Record Date Shares Outstanding
Holders of shares of our common stock, par value $0.15 per share, as of the close of business on March18, 2024, will be
entitled to vote their shares at the 2024 Annual Meeting. On that date, there were 197,199,876 shares of our common stock
outstanding, each of which is entitled to one vote for each matter to be voted on at the 2024 Annual Meeting.
Quorum; Required Vote; Effect of Abstentions and Broker
Non-Votes
More than 50% of the shares entitled to vote will constitute a quorum for the transaction of business at the 2024 Annual
Meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum exists. Broker
non-votes are proxies returned by brokers, banks or other nominees who do not vote on one or more “non-routine” proposals
(as determined by NYSE rules) because they did not receive instructions from the benecial owner and were not permitted
to exercise discretionary voting authority on such “non-routine” proposals. If a quorum is not present, the shareholders who
are present or represented may adjourn the meeting until a quorum exists. The time and place of the adjourned meeting
will be announced at the time the adjournment is taken, and no other notice need be given. We will, however, publish a press
release if the meeting is adjourned to another date. An adjournment will have no effect on business that may have already
been conducted at the meeting.
In order to obtain approval of the election of any nominee as a director when the number of nominees equals the number
of directors to be elected, assuming a quorum exists, a director nominee must receive a majority of the votes cast with
respect to such nominee, meaning the number of shares voted “for” a director nominee must exceed the number of votes
cast “against” that nominee. Abstentions and broker non-votes will not be considered as votes cast and will have no effect
on the election of directors. In order to approve the advisory resolution to approve the Company’s executive compensation,
and the ratication of the appointment of KPMG LLP as our independent auditors, assuming a quorum exists, the armative
vote of the holders of a majority of the shares represented at the meeting and actually voting on the proposal is required.
Abstentions and broker non-votes will not be considered as voting on Proposals 2 and 3, and thus, will have no effect on the
outcome of those proposals.
Voting Prior to the Meeting
Whether or not you plan to attend the 2024 Annual Meeting, we encourage you to vote your shares as soon as possible to
ensure that your shares will be represented at the 2024 Annual Meeting. Prior to the meeting, you can vote your shares by
proxy card, through the Internet or by telephone. Votes submitted through the Internet or by telephone must be received by
11:59p.m. Eastern Daylight Time on Monday, May6, 2024. We have adopted the Internet and telephone voting procedures
to authenticate shareholders’ identities, to allow shareholders to provide their voting instructions and to conrm that their
instructions have been recorded properly. By submitting your proxy through the Internet, by telephone or by using the
proxy card, you will authorize two of our ocers or their designees to represent you and vote your shares at the meeting in
accordance with your instructions; or, if no instructions are given, your shares will be voted as described below in the section
entitled “Default Voting.”
If you are the benecial owner of shares held in “street name” by a broker, bank or other nominee, the broker, bank or
other nominee, as the record holder of the shares, is required to vote those shares according to your instructions. Your broker,
bank or other nominee should have sent you a voting instruction card for you to use in directing it on how to vote your shares.
www.omnicomgroup.com 83
INFORMATION ABOUT VOTING AND THE MEETING
Under existing rules, if your broker, bank or other nominee holds your shares in its name and you have not given voting
instructions, your broker, bank or other nominee nonetheless has the discretion to authorize the designated proxies to act,
except on the “non-routine” matters. As such, they could vote in respect of the ratication of the appointment of KPMG
LLP as our independent auditors, but not on the election of directors or the advisory resolution to approve executive
compensation.
Fidelity Management Trust Company, as trustee under our retirement savings plan, and Computershare Trust Company,
Inc., as administrator of our ESPP, will vote common stock held in the plans as indicated by participants in whose accounts
the shares are held, whether or not vested, on their proxies. Please note that your shares held in either plan will be voted
as you instruct if your proxy card, telephone or Internet voting instructions are received on or before 11:59p.m. Eastern
Daylight Time on Thursday, May 2, 2024. In accordance with the terms of the retirement savings plan, Fidelity Management
Trust Company will vote all shares for which it does not receive voting instructions by the deadline provided above in the
same proportion on each issue as it votes the shares for which it does receive instructions. In accordance with the terms
of the ESPP, Computershare Trust Company, Inc. will not vote shares for which it does not receive voting instructions by the
deadline provided above.
Voting at the Meeting
You may also vote your shares by attending the 2024 Annual Meeting. To attend in person, you must bring a valid photo
identication, such as a driver’s license or passport, for verication against our record date shareholder list. If you are the
benecial owner of shares held in “street name” by a broker, bank or other nominee and you plan to attend the 2024 Annual
Meeting, you should bring a brokerage statement showing your ownership of the shares as of the record date or a letter
from the broker, bank or other nominee conrming such ownership, and a valid photo identication. If you wish to vote your
shares that are held by a broker, bank or other nominee in person at the meeting, you must obtain a proxy from your broker,
bank or other nominee and bring such proxy to the meeting.
“Default” Voting
If you submit a proxy, whether through the Internet, by telephone or by using the proxy card, but do not indicate any
voting instructions, your shares will be voted “for” the election of all nominees for director, “for” the advisory resolution to
approve the Company’s executive compensation, and “for” the ratication of the appointment of KPMG LLP. If any other
business properly comes before shareholders for a vote at the meeting, your shares will be voted according to the discretion
of the holders of the proxy. They may also vote your shares to adjourn the meeting and will be authorized to vote your
shares at any adjournments or postponements of the meeting.
Right to Revoke
If you submit your proxy, you may change your voting instructions at any time prior to the vote at the 2024 Annual Meeting.
For shares held directly in your name, you may change your vote by granting a new proxy, through the Internet, by telephone
or in writing, which bears a later date (thereby automatically revoking the earlier proxy) or by attending the 2024 Annual
Meeting and voting. For shares benecially owned by you, but held in “street name” by a broker, bank or other nominee,
please refer to the information forwarded to you by your broker, bank or other nominee for instructions on revoking or
changing your proxy.
Tabulation of Votes
Equiniti Trust Company will act as inspectors at the 2024 Annual Meeting. They will determine the presence of a quorum
and will tabulate and certify the votes.
84 2024 Proxy Statement
ADDITIONAL INFORMATION
____________________
Expense of Solicitation
We are making and will bear all costs of this proxy solicitation. Proxies may be solicited by mail, in person, by telephone
orby facsimile or electronic transmission by our ocers, directors, and regular employees. We may reimburse brokerage
rms, banks, custodians, nominees and duciaries for their expenses to forward proxy materials to benecial owners.We
have retained D.F.King& Co., Inc., 48 Wall Street, NewYork, NY10005 to assist in the solicitation of proxies. For these
services, we will pay D.F.King& Co. a fee of approximately $9,500 and reimburse it for certain out-of-pocket disbursements
and expenses.
Incorporation by Reference
To the extent that this Proxy Statement is incorporated by reference into any other ling by Omnicom under the Securities
Actof1933 or the ExchangeAct, the sections of this Proxy Statement entitled “Compensation Committee Report” and “Audit
Committee Report” (to the extent permitted by the rules of the SEC) will not be deemed incorporated, unless specically
provided otherwise in such ling. Separately, while we may reference certain documents or information on our website,
including, but not limited, to various ESG reporting or disclosures, in this Proxy Statement, such information is expressly not
incorporated by reference into this Proxy Statement.
Availability of Certain Documents
In accordance with the rules promulgated by the SEC, we have elected to provide access to our proxy materials on the
Internet. This Proxy Statement and our 2023 Annual Report to Shareholders are available, beginning March28, 2024, on our
website at http://investor.omnicomgroup.com. You may also access our Proxy Statement and our 2023 Annual Report to
Shareholders at https://materials.proxyvote.com/681919. You also may obtain a copy of this document, our 2023 Annual
Report to Shareholders, our Corporate Governance Guidelines, our Code of Business Conduct, our Code of Ethics for Senior
Financial Ocers and the charters for our Audit, Compensation, Governance and Finance Committees, without charge,
by writing to: Omnicom Group Inc., 280 Park Avenue, NewYork, NewYork 10017, Attn: Corporate Secretary. All of these
documents also are available after being approved by the Board through our website at http://www.omnicomgroup.com.
Please note that the information contained on our website is not incorporated by reference in, or considered to be part of,
this Proxy Statement.
Delivery of Documents to Shareholders Sharing an Address
If you are the benecial owner of shares of our common stock held in “street name” by a broker, bank or other nominee,
your broker, bank or other nominee may only deliver one copy of this Proxy Statement and our 2023 Annual Report to
Shareholders to multiple shareholders who share an address unless that broker, bank or other nominee has received
contrary instructions from one or more of the shareholders at a shared address. We will deliver promptly, upon written or
oral request, a separate copy of this Proxy Statement and our 2023 Annual Report to Shareholders to a shareholder at a
shared address to which a single copy of the documents was delivered. A shareholder who wishes to receive a separate
copy of the Proxy Statement and Annual Report to Shareholders, now or in the future, should submit this request by
writing to: Omnicom Group Inc., 280 Park Avenue, NewYork, NewYork 10017, Attn: Corporate Secretary or by calling our
Corporate Secretary at (212)415-3600. Benecial owners sharing an address who are receiving multiple copies of Proxy
Statements and Annual Reports to Shareholders and who wish to receive a single copy of such materials in the future will
need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all
shareholders at the shared address in the future.
ADDITIONAL INFORMATION
www.omnicomgroup.com 85
Forward-Looking Statements
This Proxy Statement contains forward-looking statements, including statements within the meaning of the Private
Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made,
or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and
expectations as to future plans, trends, events, results of operations or nancial position, or otherwise, based on current
beliefs of the Company’s management as well as assumptions made by, and information currently available to, the
Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,”
“plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,”
“predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks
and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on
such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements
include: adverse economic conditions, including those caused by geopolitical events, international hostilities, acts of
terrorism, public health crises, high and sustained ination in countries that comprise our major markets, high interest rates,
and labor and supply chain issues affecting the distribution of our clients’ products; international, national or local economic
conditions that could adversely affect the Company or its clients; losses on media purchases and production costs incurred
on behalf of clients; reductions in client spending, a slowdown in client payments and deterioration or a disruption in the
credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client
advertising, marketing and corporate communications requirements; failure to manage potential conicts of interest
between or among clients; unanticipated changes related to competitive factors in the advertising, marketing and corporate
communications industries; unanticipated changes to, or the ability to hire and retain key personnel; currency exchange rate
uctuations; reliance on information technology systems and risks related to cybersecurity incidents; effective management
of the risks, challenges and eciencies presented by utilizing AI technologies and related partnerships in our business;
changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions
the Company makes in connection with its acquisitions, critical accounting estimates and legal proceedings; the Company’s
international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and
an evolving regulatory environment in high-growth markets and developing countries; and risks related to our environmental,
social and governance goals and initiatives, including impacts from regulators and other stakeholders, the impact of factors
outside of our control on such goals and initiatives, as well as the risk factors discussed in our lings with the SEC, including
our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The foregoing list of factors is not exhaustive.
Certain statements contained in this Proxy Statement, particularly pertaining to our ESG performance, goals, and initiatives,
are subject to additional risks and uncertainties, including regarding gathering and verication of information and related
methodological considerations; our ability to implement various initiatives under expected timeframes, cost, and complexity;
our dependence on third parties to provide certain information and to comply with applicable laws and policies; and other
unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from
those expressed in any of our forward-looking statements.
Additionally, we may provide information herein or in other locations, such as our corporate website or documents
accessible thereby, that is not necessarily “material” under the federal securities laws for SEC reporting purposes, but that is
responsive to various matters, including certain ESG standards and frameworks (including standards for the measurement
of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates
or third-party information that is still evolving and subject to change. For example, our disclosures may change due to
revisions in framework requirements, availability or quality of information, changes in our business or applicable government
policies, or other factors, some of which may be beyond our control.
ADDITIONAL INFORMATION
86 2024 Proxy Statement
Shareholder Proposals and Director Nominations for the
2025 Annual Meeting
Any shareholder who wishes to present a proposal for inclusion in next year’s proxy statement and form of proxy under
Rule14a-8 under the Exchange Act must deliver the proposal to our principal executive oces no later than the close of
business on November28, 2024. Proposals should be addressed to: Omnicom Group Inc., 280 Park Avenue, NewYork,
NewYork 10017, Attn: Corporate Secretary.
For proposals or director nominations submitted outside the process of Rule14a-8, our By-laws require that written notice
of the proposal or nomination be provided to our Corporate Secretary no less than 60days prior to the date set for the 2025
Annual Meeting of Shareholders. In order for a nomination for director or proposal to be considered, the notice must include,
as to each nominee (if applicable) and the submitting shareholder, the information as to such nominee and shareholder that
would be required to be included in a proxy statement under the proxy rules of the SEC if such shareholder were to solicit
proxies from all shareholders of Omnicom for the election of such nominee as a director or approval of such proposal and
such solicitation were one to which Rules 14a-3 to 14a-12 under the ExchangeAct apply, and any other information required
by our By-laws.
In addition, our By-laws provide a proxy access right permitting certain of our shareholders who have benecially owned3%
or more of our outstanding common stock continuously for at least threeyears to submit nominations via the Company’s
proxy materials for up to 20% of the directors then serving, but not less than two. Notice of proxy access director
nominations for the 2025 Annual Meeting of Shareholders must be delivered to our principal executive oces no earlier
than October29, 2024 and no later than the close of business on November28, 2024. Proposals should be addressed to:
Omnicom Group Inc., 280 Park Avenue, NewYork, NewYork 10017, Attn: Corporate Secretary. In addition, the notice must
set forth the information required by our By-laws with respect to each proxy access director nomination that a shareholder
intends to present at the 2025 Annual Meeting of Shareholders.
In addition to satisfying the requirements under our By-laws, to comply with the universal proxy rules, shareholders who
intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the
Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 8, 2025.
A copy of the applicable By-law provisions may be obtained, without charge, upon written request addressed to: Omnicom
Group Inc., 280 Park Avenue, NewYork, NewYork 10017, Attn: Corporate Secretary. As the rules of the SEC and our By-laws
make clear, submitting a proposal or nomination does not guarantee its inclusion.
In connection with our solicitation of proxies for our 2025 Annual Meeting of Shareholders, we intend to le a proxy
statement and WHITE proxy card with the SEC. Shareholders may obtain our proxy statement (and any amendments
andsupplements thereto) and other documents as and when led with the SEC without charge from the SEC’s website at:
www.sec.gov.
Louis F. Januzzi
Secretary
NewYork, NewYork
March28, 2024
www.omnicomgroup.com 87
ANNEX A
Non-GAAP Financial Information
We present nancial measures determined in accordance with generally accepted accounting principles in the United States
(“GAAP”) and adjustments to the GAAP presentation (“non-GAAP”), which we believe are useful measures to evaluate the
performance of our businesses. Non-GAAP nancial measures should not be considered in isolation from, or as a substitute
for, nancial information presented in compliance with GAAP. Non-GAAP nancial measures reported by us may not be
comparable to similarly titled amounts reported by other companies.
We use EBITA and EBITA Margin as additional operating performance measures that exclude the non-cash amortization
expense of intangible assets, which primarily consists of amortization of intangible assets arising from acquisitions. We
dene EBITA as earnings before interest, taxes and amortization of intangible assets, and EBITA Margin as EBITA divided by
revenue, both of which are non-GAAP nancial measures. We believe that EBITA and EBITA Margin are useful measures for
investors to evaluate the performance of our businesses.
The following table reconciles EBITA to the most directly comparable GAAP nancial measure, Net Income – Omnicom
Group Inc., for the periods presented (in millions):
Reconciliation of EBITA to Reported Net Income and Calculation of EBITA Margin
Year Ended December 31,
2023 2022
Reported Net Income – Omnicom Group Inc.
$ 1,391.4 $ 1,316.5
Net Income Attributed To Noncontrolling Interests 81.8 87.3
Net Income 1,473.2 1,403.8
Income From Equity Method Investments 5.2 5.2
Income Tax Expense 524.9 546.8
Income Before Income Taxes and Income From Equity Method Investments 1,992.9 1,945.4
Interest Expense 218.5 208.6
Interest Income 106.7 70.7
Operating Income 2,104.7 2,083.3
Operating Margin 14.3% 14.6%
Add back: Amortization of intangible assets 80.3 80.3
EBITA 2,185.0 2,163.6
Revenue 14,692.2 14,289.1
EBITA $ 2,185.0 $ 2,163.6
EBITA Margin 14.9% 15.1%
Calculation of Adjusted EBITA Margin
Year Ended
December 31, 2023
EBITA $ 2,185.0
Add back: Real estate and other repositioning costs 191.5
Less: Gain on disposition of subsidiary (78.8)
Add back: Acquisition transaction costs 14.5
Adjusted EBITA $ 2,312.2
Revenue $ 14,692.2
Adjusted EBITA Margin 15.7%
ANNEX A
88 2024 Proxy Statement
We use Adjusted Net income – Omnicom Group Inc. and Adjusted Diluted EPS as additional operating performance
measures that exclude extraordinary, unusual or infrequently occurring events reported in Omnicom’s public lings.
Management believes excluding the real estate and other repositioning costs and acquisition transaction costs, partially
offset by a gain on the disposition of subsidiaries in 2023 and excluding the charge arising from the effects of the war in
Ukraine in 2022, provides investors with a better picture of the performance of the business during the periods presented.
The following table reconciles Adjusted Net Income – Omnicom Group Inc. to the most directly comparable GAAP nancial
measure, Net Income – Omnicom Group Inc., for the periods presented.
Reconciliation of Adjusted Net Income – Omnicom Group Inc. to Reported Net Income – Omnicom Group
Inc. and calculation of Adjusted Diluted EPS Growth
Year Ended December 31,
2023 2022
Reported Net Income – Omnicom Group Inc. $ 1,391.4 $ 1,316.5
Adjustments:
Add back: After-tax real estate and other repositioning costs 145.5 —
Less: After-tax gain on disposition of subsidiary (55.9) —
Add back: After-tax acquisition transaction costs 13.0 —
Add back: After-tax net charges arising from the effects of the war in Ukraine — 118.2
Adjusted Net Income – Omnicom Group Inc. $ 1,494.0 $ 1,434.7
Diluted weighted average shares 201.4 207.0
Adjusted Diluted EPS $ 7.41 $ 6.93
Adjusted Diluted EPS Growth 6.9%
We dene free cash ow (a non-GAAP liquidity measure) as net income plus depreciation, amortization, share-based
compensation expense and plus/(less) other items to reconcile to net cash provided by operating activities. We believe free
cash ow is a useful measure of liquidity to evaluate our ability to generate excess cash from our operations.
Our method of calculating free cash ow may differ from methods used by other companies and, accordingly, may not be
comparable to such other companies’ measures. See the reconciliation of free cash ow to net cash provided by operating
activities, the most directly comparable GAAP measure, below.
Reconciliation of Free Cash Flow to Net Cash Provided by Operating Activities
Year Ended December 31,
2023 2022
Net Cash Provided By Operating Activities $1,421.9 $ 926.5
Changes in Operating Capital (462.9) (844.0)
Free Cash Flow $1,884.8 $1,770.5
We dene after tax reported operating income (a non-GAAP nancial measure) as reported operating income less income
taxes calculated using the effective tax rate for the applicable period. We believe after tax reported operating income is a
useful measure of after tax operating performance as it excludes the after tax effects of nancing and investing activities on
results of operations.
ANNEX A
www.omnicomgroup.com 89
Our method of calculating after tax reported operating income may differ from methods used by other companies and,
accordingly, may not be comparable to such other companies’ measures. See the reconciliation of after tax reported
operating income to reported operating income, the most directly comparable GAAP measure, below.
Reconciliation of After Tax Reported Operating Income to Reported Operating Income
Year Ended December 31,
2023 2022
Reported Operating Income $2,104 .7 $2,083.3
Effective Tax Rate for the Applicable Period 26.3% 28.1%
Income Taxes on Reported Operating Income 553.5 585.4
After Tax Reported Operating Income $1,551.2 $1,497.9
We use Adjusted Operating income and Adjusted Operating Margin as additional operating performance measures that
exclude extraordinary, unusual or infrequently occurring events reported in Omnicom’s public lings. Management believes
excluding the real estate and other repositioning costs and acquisition transaction costs, partially offset by a gain on the
disposition of subsidiaries in 2023 provides investors with a better picture of the performance of the business during the
periods presented.
The following table reconciles Adjusted Operating Income to the most directly comparable GAAP nancial measure,
Operating Income, for the period presented (in millions):
Reconciliation of Adjusted Operating Income to Reported Operating Income and Calculation of Adjusted
Operating Margin
Year Ended
December 31, 2023
Reported Operating income $ 2,104.7
Add back: Real estate and other repositioning costs 191.5
Less : Gain on disposition of subsidiary (78.8)
Add back: Acquisition transaction costs 14.5
Adjusted Operating Income $ 2,231.9
Revenue $ 14,692.2
Adjusted Operating Margin 15.2%
This proxy statement is printed in the USA in a facility that strives
toward carbon neutrality, using environmentally sensitive vegetable
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