DEF 14A 1 omc3995631-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934 (Amendment No. )

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2022
PROXY STATEMENT

Annual Meeting of Shareholders

May 3, 2022 at 10:00 a.m.
Eastern Daylight Time

The Ritz-Carlton, Charlotte
201 East Trade Street
Charlotte, NC 28202

Table of Contents

A Letter from Omnicom’s Lead Independent Director

To My Fellow Shareholders:

I am pleased to share key updates with you as I reflect on the past year in which Omnicom achieved a number of important accomplishments. As you’ll see in the section entitled Compensation Discussion and Analysis beginning on page 50, Omnicom exceeded internal expectations for financial performance in 2021 as we continued to manage the ongoing challenges of COVID-19. We also realized significant progress against our diversity, equity and inclusion (“DE&I”) goals, intensified our long-standing commitment to environmental sustainability, and continued our track record of shareholder engagement and responsiveness – all while executing on our long-term strategy to increase shareholder value. This year in particular, Omnicom realized measurable progress in four key areas detailed below:

Thoughtful Board Refreshment Enhances Diversity and Oversight. Omnicom’s Board reflects a truly diverse group of individuals. Six of our 10 director nominees are female, four are African American and one is Latina. Two new members of the Board were appointed in February as part of our continued refreshment process – Patricia Salas Pineda, effective immediately, and Mark D. Gerstein, effective May 1, 2022. Ms. Pineda and Mr. Gerstein bring fresh perspectives and relevant legal and regulatory expertise, which strengthens our ability to effectively oversee Omnicom’s execution of business and strategy. The Board will continue to evaluate its collective skill set to ensure that ongoing Board refreshment and the diverse backgrounds and qualifications of our directors support strong independent oversight.

Advancement of DE&I Efforts with Increased Accountability. Omnicom strives for our world-class talent to reflect the diversity of our global community, which we believe stimulates creativity and innovation across Omnicom and its agencies. Since launching OPEN 2.0 in 2020, our plan for achieving systemic equity throughout Omnicom, we took additional action to promote DE&I for our people, clients and communities and further embed DE&I in the culture of Omnicom and its agencies. In 2021, Omnicom fostered accountability for DE&I progress across our organization by establishing five key performance indicators (“KPIs”). These KPIs – hiring, promotion/career advancement, retention, training, and employee resource group participation – align agency efforts with the most impactful focus areas for Omnicom as a global organization. For more details on our specific action items to achieve systemic equity, and our detailed workforce diversity disclosures, please see pages 29 and 30. I also encourage you to review Omnicom’s Corporate Responsibility Report for further DE&I information, which we publish each year.

Progress on Environmental Sustainability. In 2021, Omnicom strengthened the governance and oversight of our environmental efforts by appointing Karen van Bergen as our Chief Environmental Sustainability Officer, a newly created position. We also took significant strides in reducing our environmental impact as reflected in the progress made on our quantitative goals for reducing energy use and increasing electricity from renewable sources. We continue to evaluate our targets and goals to ensure our environmental-focused efforts hold us accountable on forward progress. Most recently, Omnicom committed to establishing science-based targets in line with a 1.5°C emissions scenario according to the Science Based Standards initiative criteria. We continue to look for opportunities to strengthen oversight of our environmental efforts and manage our footprint through rigorous, qualitative goals to reduce carbon emissions throughout our organization.

Continued Commitment to Shareholder Engagement and Responsiveness. Shareholder engagement remains an essential part of our Board and management’s evaluation process, and we value our shareholders’ perspectives. In 2021, we reached out to shareholders holding 65% of our outstanding shares with an invitation to engage. We spoke to every shareholder that accepted our invitation, which represented an aggregate of 40% of our outstanding shares. We continued our long-standing track record of responding to shareholder feedback, including the implementation of changes to our political contributions and trade association membership disclosures, executive compensation program, and environmental, social and governance (“ESG”) reporting. Specifically:

■	We disclosed on our website U.S. political contributions in 2020 and 2021 ($0 in each year), our 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 allocated to lobbying or political activity payments in 2021.
■	We reintroduced internal financial performance metrics in the fiscal 2021 annual cash incentive program, weighted at 25%, and continued to weight qualitative metrics, also at 25%, with an emphasis on managing the ongoing challenges of COVID-19, DE&I, environmental sustainability, and other corporate responsibility factors.
■	We began reporting our sustainability efforts in alignment with the Sustainability Accounting Standards Board’s guidance for the Advertising and Marketing industry.

On behalf of the entire Board, we thank you for your investment and look forward to our continued coordination with our management team in their execution of Omnicom’s business strategies and shareholder value creation, and continuing our dialogue with Omnicom’s shareholders on these important matters.

Leonard S. Coleman, Jr.
Lead Independent Director

2022 Proxy Statement

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NOTICE OF 2022 ANNUAL MEETING OF
SHAREHOLDERS

Subject:

1.	Elect the directors named in the Proxy Statement accompanying this notice to the Company’s Board of Directors to serve until the Company’s 2023 Annual Meeting of Shareholders or until the election and qualification 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 fiscal year ending December 31, 2022.
4.	Vote on the shareholder proposal described in the accompanying Proxy Statement, if properly presented at the 2022 Annual Meeting of Shareholders.

The Board unanimously recommends that you vote:

■	FOR each of the director nominees;
■	FOR the advisory resolution to approve executive compensation;
■	FOR the ratification of the appointment of KPMG LLP as our independent auditors; and
■	AGAINST the shareholder proposal described in the accompanying Proxy Statement.

Shareholders will also transact any other business that is properly presented at the meeting. At this 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 March 24, 2022, and provided access to our proxy materials on the Internet, beginning on March 24, 2022, to the holders of record and beneficial owners 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 2022 Annual Meeting of Shareholders, whether or not you plan to attend. If you do attend, you will be asked to present valid photo identification, 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 this Proxy Statement in the section entitled “Information About Voting and the Meeting.”

Michael J. O’Brien
Secretary

New York, New York
March 24, 2022

Meeting Date:
Tuesday, May 3, 2022

Time:
10:00 a.m. Eastern
Daylight Time

Place:
The Ritz-Carlton, Charlotte
201 East Trade Street
Charlotte, NC 28202

Record Date:
March 14, 2022

www.omnicomgroup.com

Table of Contents

PROXY SUMMARY

This summary highlights selected information about the items to be voted on at the 2022 Annual Meeting of Shareholders (or “2022 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

ITEM 1:

Election of Directors



The Board recommends a vote FOR each of the director nominees. ■ We have conducted a comprehensive evaluation of director skill sets to ensure that each director’s unique qualifications and attributes collectively support the oversight of Omnicom’s management. ■ Diversity is a core value at every level of our organization. A majority of our director nominees are female, four are African American and one is Latina. The Audit, Compensation and Finance Committees are all Chaired by female directors, and the Chair of the Governance Committee is African American. ■ Nine of Omnicom’s 10 director nominees are independent, and each of the Audit, Compensation, Governance and Finance Committees is comprised solely of independent directors. ■ Each of our directors is elected annually by a majority of votes cast.		See page 12 for further information

DIRECTOR NOMINEES

Name and Age	Principal Occupation	Director Since	Omnicom Committees	Other Current Public Company Boards
Mary C. Choksi, (I), 71	Former Founding Partner and Senior Managing Director, Strategic Investment Group	2011	A (Chair) C	■ White Mountains Insurance Group, Ltd.
Leonard S. Coleman, Jr. (I), 73 Lead Independent Director	Former President, National League of Professional Baseball Clubs	1993	C G (Chair)	■ Hess Corporation ■ Electronic Arts Inc.
Mark D. Gerstein, (I), 62	Partner, Latham & Watkins	2022	F
Ronnie S. Hawkins, (I), 53	Managing Director, Global Infrastructure Partners	2018	F G
Deborah J. Kissire, (I), 64	Former Vice Chair and Regional Managing Partner, EY	2016	A F	■ Cable One, Inc. ■ Axalta Coating Systems Ltd. ■ Celanese Corporation
Gracia C. Martore, (I), 70	Former President and Chief Executive Officer, TEGNA Inc.	2017	A F (Chair)	■ WestRock Company ■ United Rentals, Inc.
Patricia Salas Pineda, (I), 70	Former Group Vice President of Hispanic Business Strategy, Toyota Motor North America	2022	G	■ Levi Strauss & Company ■ Frontier Group Holdings, Inc.
Linda Johnson Rice, (I), 64	Chief Executive Officer, Johnson Publishing Company	2000	C G	■ Enova International, Inc.
Valerie M. Williams, (I), 65	Former Southwest Assurance Managing Partner, EY	2016	A F	■ Devon Energy Corporation ■ DTE Energy Co.
John D. Wren, 69	Chairman and Chief Executive Officer, Omnicom	1993

(I): Independent A: Audit C: Compensation⁽¹⁾ F: Finance G: Governance

⁽¹⁾	Susan S. Denison, who currently serves as Chair of the Compensation Committee, has not been nominated for re-election and is stepping down pursuant to Omnicom’s director retirement policy.

2022 Proxy Statement

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PROXY SUMMARY

Board Nominees Snapshot

Independence		Gender Diversity


Current Tenure of 2022 Nominees		Ethnic Diversity

Experience and Skills Our director nominees are accomplished leaders who bring a mix of experiences and skills to the Board. Our Board has identified skill categories fundamental to its ability to effectively oversee Omnicom’s strategy and management, and undertakes a comprehensive evaluation to ensure these skills are well represented on the Board. Two new members of the Board appointed in February as part of our continued refreshment process to bring fresh perspectives and relevant legal and regulatory expertise which strengthens our Board’s ability to effectively oversee management’s execution against business strategy. See pages 13 and 14 for further information.

www.omnicomgroup.com

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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

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 ESG strategy and risk

Annual Board and committee evaluations and skill set assessment

Director orientation and continuing education

Strong equity ownership requirement for executives and directors (3x to 6x base salary for executives; 5x annual cash retainer for directors)

Robust processes for confidential and anonymous submission by employees of concerns regarding accounting or auditing matters, as well as potential violations of our Code of Business Conduct or Code of Ethics for Senior Financial Officers

SHAREHOLDER ENGAGEMENT

Ongoing shareholder engagement is a priority for our Board and management team. In 2021, we reached out to shareholders holding 65% of our outstanding shares with an invitation to engage. We spoke to every shareholder that accepted our invitation, which represented an aggregate of 40% of our outstanding shares. As in prior years, Mr. Coleman, our Lead Independent Director, was an active participant in select shareholder meetings. Broad topics discussed included:

■	Company strategy and performance
■	Company management of ongoing COVID-19 challenges
■	Board composition, refreshment and leadership
■	Management succession planning
■	Executive compensation program
■	DE&I efforts across the organization
■	Lobbying and political spending policies and disclosures
■	Human capital management initiatives
■	Governance practices
■	Environmental sustainability initiatives

2022 Proxy Statement

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PROXY SUMMARY

We have made a number of changes in recent years in response to the feedback we have received from our ongoing shareholder engagement efforts, which management regularly reviews with the Board, including:

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 combined Chair and CEO positions given our strong Lead Independent Director role, the critical nature of client-chairman relationships in our professional services business, and the complex nature of our rapidly changing industry		■ The role and responsibilities of our Lead Independent Director are robust and clearly defined ■ Based on shareholder feedback, the independent members of the Board initially elected Mr. Coleman to serve as our Lead Independent Director in December 2015, and Mr. Coleman has since been re-elected by the independent directors annually ■ The Board continues to evaluate its leadership structure on an ongoing basis to ensure its structure is 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 refreshment, including adoption of a mandatory retirement policy, which fosters a smooth transition ■ Six of our nine independent director nominees have been appointed since March 2016, including two appointed in February 2022 ■ The Board anticipates continued Board refreshment on an ongoing basis
Director Skill Sets – Shareholders support the diverse aggregation of skills represented by the members of our Board, and appreciate the deliberate director skill set analysis undertaken by the Board to inform the director recruitment process		■ The Board continues its search for qualified director candidates, with ongoing assistance by a third-party search firm ■ The current mix of director skills provides effective oversight of management, with those skill categories with the highest levels of director experience, namely Talent Management, Finance & Accounting, and Risk Management & Controls, aligning with the Company’s top priorities and critical areas of oversight that shareholders expect to see represented on the Board ■ The recent appointment of both Mark D. Gerstein and Patricia Salas Pineda brings fresh perspectives and complementary skills to the Board’s overall mix, including the highest level of Legal/Regulatory experience ■ The Board conducted a deliberate director skill set analysis and has identified and discussed with shareholders certain director skill categories that it intends to prioritize with respect to prospective director candidates
Executive Compensation – Shareholder response to changes implemented by the Compensation Committee to our executive compensation program for 2021, further strengthening pay and performance alignment and motivating executives against key focus areas, has been overwhelmingly positive		■ In fiscal 2021, the Compensation Committee decreased weighting of qualitative metrics to 25% from 50% in fiscal 2020 to increase alignment between company financial performance and pay outcomes; the Compensation Committee also reintroduced internal metrics for fiscal 2021 which were excluded the prior year due to difficulty of setting absolute internal goals in an uncertain environment and to increase focus on actions responsive to impact of the pandemic; both actions were in response to shareholder feedback ■ These enhancements build off the changes the Compensation Committee implemented to our executive compensation structure in fiscal 2020 to further align pay with the achievement of criteria relating to management’s ongoing response to COVID-19, further promote accountability for progress on our DE&I initiatives, and make the compensation program more consistent with our peer group of companies

www.omnicomgroup.com

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PROXY SUMMARY

Topics discussed with shareholders		Board and management actions in response to feedback
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 disclosures		■ We provided additional diversity disclosures for our U.S. workforce in 2021, and are committed to continuing this level of disclosure going forward ■ We are progressing against 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 ■ Omnicom began reporting our sustainability efforts in alignment with the Sustainability Accounting Standards Board’s guidance for the Advertising and Marketing industry ■ Omnicom has committed to the Science-Based Targets Initiative, which enables companies to set science-based targets in line with 1.5°C emissions scenarios and publicly audits companies on their emissions reduction efforts to ensure adherence
Lobbying and Political Spending – Shareholders have responded positively to Omnicom’s Political Contributions Policy and enhanced disclosures regarding U.S. political contributions and trade association payments		■ Omnicom has procedures in place to provide oversight of our limited political activities, including a Political Contributions Policy, which was informed by shareholder input and adopted by the Board in 2021 ■ Omnicom does not make political contributions at the holding company level, and following input from our shareholders, we disclosed that Omnicom and its agencies made no U.S. political contributions in 2020 or 2021 ■ Omnicom has recently enhanced our trade association membership disclosures in response to shareholder feedback to include 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 in 2021

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 vote FOR this voting item. ■ We closely tie pay to current and long-term Company performance; ■ We maintain a high degree of variable, “at-risk” compensation; ■ We establish challenging quantitative performance metrics that align with our business strategy, which determine 75% of our Annual Cash Incentive Award; ■ We determine 25% of our Annual Cash Incentive Award by assessing certain qualitative performance metrics, including our responses to ongoing COVID-19 challenges; diversity, equity and inclusion; and corporate values and integrity; and ■ We sustain competitive compensation levels.		See page 41 for further information

EXECUTIVE COMPENSATION HIGHLIGHTS

In 2020, the Compensation Committee modified the manner in which we previously determined and disclosed annual compensation. The Committee made these changes in response to feedback from shareholders and analysis of the Company’s executive compensation practices against those of our peers. Prior to the 2020 program, the methodology of the Incentive Award awarded pursuant to Omnicom’s Senior Management Incentive Plan was used to determine the amount of both a cash award and an equity award (specifically, performance restricted stock units (or “PRSUs”) for our Chief Executive Officer (or “CEO”) and Chief Financial Officer (or “CFO”) and restricted stock units (or “RSUs”) for our other named executive officers (or “NEOs”)). In determining compensation for 2020, the Compensation Committee decided to utilize the Incentive Award process to determine the amount of the cash award only (the “Annual Cash Incentive Award”). This change in methodology requires us to disclose the equity awards with respect to the year in which they are granted, rather than, as we have done historically, with respect to the recently completed fiscal year. As a result, the equity awards granted in 2021 are disclosed this year in our 2021 Summary Compensation Table on page 65 and described in the section entitled “Compensation Discussion and Analysis.”

2022 Proxy Statement

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PROXY SUMMARY

In addition, in determining compensation for performance in 2021, the Committee decreased the weighting of qualitative metrics to 25% from 50% in fiscal 2020 to increase alignment between Company financial performance and pay outcome, and reintroduced internal metrics (weighted at 25%), which were excluded in the prior year due to difficulty of setting absolute internal goals in an uncertain environment and to increase focus on actions responsive to impact of the pandemic. Finally, the Committee recognized that management of the ongoing challenges of COVID-19 and decisions made to strengthen our business for the long-term continued to be important measures of performance in 2021, as well as the desire to further promote accountability for progress on our DE&I and corporate responsibility initiatives. These factors were included in determining the Annual Cash Incentive Award.

The chart below outlines the changes to the metrics used in determining our Annual Cash Incentive Award, and the program is discussed in greater detail below in the section entitled “Calculation of Annual Cash Incentive Award” on page 54.

Changes to the metrics for determining our Annual Cash Incentive Award in 2021 to better assess performance:

	2020 Metrics to calculate Annual Cash Incentive Award	2021 Metrics to calculate Annual Cash Incentive Award


*50% Peer Metrics (performance vs. peers):* ■ Return on equity, organic revenue growth, operating income margin, organic growth plus operating income margin No Performance Metrics (performance vs. OMC targets) 50% Qualitative Metrics: ■ Responses to COVID 19 challenges; diversity, equity and inclusion; and corporate values and integrity		*50% Peer Metrics (performance vs. peers):* ■ Return on equity, organic revenue growth, operating income margin, organic growth plus operating income margin *25% Performance Metrics (performance vs. OMC targets):* ■ Diluted EPS growth, EBITA margin, organic growth *25% Qualitative Metrics:* ■ Responses to COVID 19 challenges; diversity, equity and inclusion; and corporate values and integrity

Compensation Best Practices
	Emphasis on performance-based compensation
	Executive and director stock ownership guidelines (6x base salary for CEO; 3x base salary for CFO; 5x annual cash retainer for directors)
	Policy adopting equity grant best practices
	Compensation forfeiture/clawback policy
	Policy prohibiting hedging of company equity securities
	Policy prohibiting pledging and margin transactions

www.omnicomgroup.com

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PROXY SUMMARY

ITEM 3:

Ratify the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022



The Board recommends a vote FOR this voting item.		See page 73 for further information

ITEM 4:

Shareholder Proposal Regarding Political Spending Disclosure



The Board recommends a vote AGAINST this voting item.		See page 75 for further information

2022 Proxy Statement

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TABLE OF CONTENTS

Notice of 2022 Annual Meeting of Shareholders		3
Proxy Summary		4
Proxy Statement		12

ITEM 1	Election of Directors	12

Omnicom Board of Directors		12
Board’s Role and Responsibilities		26
Diversity and Corporate Responsibility		28
Shareholder Engagement and Responsiveness		32
Board Leadership Structure		33
Board Policies and Processes		37
Directors’ Compensation for Fiscal Year 2021		39

ITEM 2	Advisory Resolution to Approve
	Executive Compensation	41

Executive Compensation		42
Executive Summary		43
Compensation Committee Report		49
Compensation Discussion & Analysis		50
Summary Compensation Table for 2021		65
Grants of Plan-Based Awards in 2021		66
Outstanding Equity Awards at 2021 Year-End		67
Option Exercises and Stock Vested in 2021		68
Nonqualified Deferred Compensation in 2021		68
Potential Payments Upon Termination of Employment or Change in Control		68
Pay Ratio Disclosure		72

ITEM 3	Ratification of the Appointment of Independent
	Auditors	73

Fees Paid to Independent Auditors		73
Audit Committee Report		74

ITEM 4	Shareholder Proposal Regarding Political
	Spending Disclosure	75

Stock Ownership Information		78
Security Ownership of Certain Beneficial Owners and Management		78
Equity Compensation Plans		80
Information About Voting and the Meeting		81
Record Date Shares Outstanding		81
Quorum; Required Vote; Effect of Abstentions and Broker Non-Votes		81
Voting Prior to the Meeting		81
Voting at the Meeting		82
“Default” Voting		82
Right to Revoke		82
Tabulation of Votes		82
Additional Information		83
Expense of Solicitation		83
Incorporation by Reference		83
Availability of Certain Documents		83
Delivery of Documents to Shareholders Sharing an Address		83
Shareholder Proposals and Director Nominations for the 2023 Annual Meeting		84
Annex A		85
Non-GAAP Financial Information		85

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PROXY STATEMENT
ITEM 1 – ELECTION OF DIRECTORS
______________

Omnicom Board of Directors

The Board of Directors of Omnicom Group Inc., a New York corporation (“Omnicom,” the “Company,” “we,” “us” or “our”), currently consists of 11 directors, with 10 being nominated for re-election at the 2022 Annual Meeting of Shareholders and one stepping down pursuant to Omnicom’s director retirement policy. The 10 director nominees include: nine independent directors, and John D. Wren, our Chairman and Chief Executive Officer. Each director stands for election annually and is elected by a majority of votes cast (in an uncontested election). Our Board values the views of our investors regarding board composition and, in response to investor input, has made board refreshment a priority.

■	Our Board succession planning process has resulted in six of our nine independent director nominees having been appointed since 2016, bringing important and complementary skills to the Board’s overall composition.

	Patricia Salas Pineda, the former Group Vice President of Hispanic Business Strategy for Toyota Motor North America, Inc., joined our Board and Governance Committee in February 2022.
	Mark D. Gerstein, a Partner at Latham & Watkins LLP, was appointed to our Board and Finance Committee in February 2022, with his appointment being effective on May 1, 2022.
	Four additional independent directors have joined our Board since 2016, reflecting robust Board refreshment and contributing new director skills and perspectives to our Board.

■	The Board anticipates appointing additional independent directors on an ongoing basis.

As we continue our ongoing Board refreshment, we remain focused on ensuring a smooth transition and onboarding process for new directors.

DIRECTOR TENURE

A balanced mix of fresh perspectives and institutional knowledge enables strong Board oversight of management. The 2022 director tenure chart below illustrates this balance and reflects the meaningful board refreshment that has been underway over the last several years.

Current Tenure of 2022 Nominees

2022 Proxy Statement

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ITEM 1 – ELECTION OF DIRECTORS

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 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 persons diverse in gender and ethnicity as well as diversity of viewpoints, ages, and professional and life experiences. The Governance Committee considers a broad spectrum of skills and experience to ensure 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 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.

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.

Finance & Accounting		Financial and accounting expertise is essential to ensuring the integrity of our internal controls, critically evaluating our performance, and providing insight and counsel with respect to our financial reporting, capital structure and approach to capital allocation.

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 ensuring that we continue to prioritize human capital management and DE&I.

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.

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.

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.

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ITEM 1 – ELECTION OF DIRECTORS

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.

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.

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.

2022 DIRECTOR NOMINEES: 10 TOTAL

Independence: nine of our director nominees are independent			Diversity: six of our director nominees are female, four are African American and one is Latina

90%			80%
Director Independence			Female & Diverse Directors

2022 Proxy Statement

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ITEM 1 – ELECTION OF DIRECTORS

2022 DIRECTOR NOMINEES

Of the current 11 members of the Board, 10 have been nominated to continue to serve as directors for another year. All of the director nominees have been recommended for election to the Board by our Governance Committee and approved and nominated for election by the Board. We periodically engage a third-party search firm to assist with the evaluation of director candidates.

The Board has no reason to believe that any of the nominees would be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, the Board may, prior to the meeting, select a substitute nominee or undertake to locate another director after the meeting. If you have submitted a proxy and a substitute nominee is selected, your shares will be voted for the substitute nominee.

The Board UNANIMOUSLY recommends that shareholders vote FOR all nominees.

John D. Wren

Age 69

Director since

1993

PROFESSIONAL EXPERIENCE:

Mr. Wren is Chairman and Chief Executive Officer of Omnicom. He was named Chief Executive Officer in 1997 and elected Chairman in 2018. Mr. Wren also served as President of Omnicom for twenty-two years, having been appointed to that role in 1996. Under his direction, Omnicom has become a premier global provider of marketing communications services and has achieved status as a world-class company with one of the best corporate and divisional management leadership teams in our industry. Mr. Wren was part of the team that created Omnicom in 1986, and was appointed Chief Executive Officer of Omnicom’s DAS Group of Companies division in 1990.

KEY SKILLS AND QUALIFICATIONS:

Through the positions he has held at Omnicom and its networks, Mr. Wren possesses a combination of broad strategic vision and extensive industry knowledge that is fundamental to the Board’s oversight role and uniquely positions him to serve as Chairman. Mr. Wren’s comprehension of Omnicom, its businesses, its clients and its people is invaluable to the Board’s mix of skills and enables him to provide critical insights to the Board. Mr. Wren has designed and implemented a significant organizational realignment of Omnicom’s businesses and management, and his leadership in the boardroom greatly enhances the Board’s ability to oversee the development of strategy and guide Omnicom’s future success in an industry that is experiencing rapid change, disruption and market-wide technological advancements. As the former Chief Executive Officer of Omnicom’s DAS Group of Companies division, Mr. Wren has tremendous advertising, marketing and corporate communications experience. Under his leadership, the DAS Group of Companies grew to become Omnicom’s largest operating group, comprised of companies in a wide array of communication disciplines ranging from public relations to branding. Mr. Wren’s deep understanding of our industry gained through his extensive experience, long-term relationships he has developed with key clients, and his relationships with key management around the world contribute to robust Board discussion 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.

www.omnicomgroup.com

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ITEM 1 – ELECTION OF DIRECTORS

Mary C. Choksi

Age 71

Director since

2011

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 which designs and implements global investment strategies for large institutional and individual investors. In addition, Ms. Choksi is a trustee of a number of funds in the Franklin Templeton Funds family. Ms. Choksi was also a founder and, until May 2011, a Managing Director of Emerging Markets Management LLC, which manages portfolios of emerging market equity securities, primarily for institutional investors. Prior to 1987, Ms. Choksi worked in the Pension Investment Division of the World Bank.

OTHER PUBLIC COMPANY BOARDS:

Ms. Choksi is a director and Chair of the Finance Committee of White Mountains Insurance Group, Ltd., a company whose principal businesses are conducted through its insurance subsidiaries and other affiliates. Ms. Choksi also served as a director of Avis Budget Group during the last five years.

KEY SKILLS AND QUALIFICATIONS:

With her extensive investment management experience, Ms. Choksi brings to the Board a sophisticated comprehension of the financial matters inherent to running a global business enterprise. It is central to Omnicom’s growth and successful financial performance that the Board’s knowledge base includes Ms. Choksi’s understanding of the utilization of assets to generate growth. Ms. Choksi was a founding partner and Senior Managing Director of the investment management enterprise Strategic Investment Group and a founder, and, until May 2011, a Managing Director of Emerging Markets Management, which manages portfolios of emerging markets securities, primarily for institutional investors. As such, Ms. Choksi has the highest level of experience managing assets, evaluating investment risk, developing investment strategies and determining the optimal use of corporate assets. 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. Ms. Choksi also has considerable experience as a member of the board, finance and audit committees of other public companies. Collectively, this experience and learning significantly enhances the function of Omnicom’s Audit Committee on which Ms. Choksi serves as Chair. In addition, Ms. Choksi’s breadth of experience is an extremely valuable component of the overall mix of skills necessary for the Board to effectively oversee the development of Omnicom’s diversified global businesses.

2022 Proxy Statement

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ITEM 1 – ELECTION OF DIRECTORS

Leonard S.
Coleman, Jr.

Age 73

Director since

1993

Lead Independent Director,

Chair of the Governance Committee and Member of the Compensation Committee

PROFESSIONAL EXPERIENCE:

Mr. Coleman was Senior Advisor, Major League Baseball, from 1999 through 2005. Previously, he was Chairman of Arena Co., a subsidiary of Yankees/Nets, until September 2002. Before that, he was President of The National League of Professional Baseball Clubs from 1994 to 1999, having previously served since 1992 as Executive Director, Market Development of Major League Baseball. Additionally, Mr. Coleman was previously a municipal finance banker for Kidder, Peabody & Company. Prior to joining Kidder, Mr. Coleman served as Commissioner of both the New Jersey Department of Community Affairs and Department of Energy, and Chairman of the Hackensack Meadowlands Development Commission and the New Jersey Housing and Mortgage Finance Agency. Mr. Coleman was also the Vice Chairman of the State Commission on Ethical Standards and a member of the Economic Development Authority, Urban Enterprise Zone Authority, Urban Development Authority, State Planning Commission and New Jersey Public Television Commission. He has also served as President of the Greater Newark Urban Coalition and worked in a management consulting capacity throughout Africa.

OTHER PUBLIC COMPANY BOARDS:

Mr. Coleman is a director and member of the Corporate Governance and Nominating and Environmental Health and Safety Committees of Hess Corporation, an energy company engaged in the exploration and production of crude oil and natural gas. Mr. Coleman also serves as a director and member of the Compensation and Nominating and Governance Committees of Electronic Arts Inc., a company that develops, markets, publishes and distributes video games. As disclosed in the Electronic Arts proxy statement, Mr. Coleman will step down from this board effective at their 2022 annual meeting. Mr. Coleman also served as a director of Santander Consumer USA Holdings Inc., Avis Budget Group and Aramark Corporation during the last five years.

KEY SKILLS AND QUALIFICATIONS:

Mr. Coleman brings a diverse array of senior-level business experience to the Board, enhancing the effectiveness of its independent oversight of management. The experience acquired throughout Mr. Coleman’s career includes more than a decade of senior management experience in Major League Baseball, including as President of the National League. Mr. Coleman’s qualifications also include service on the boards of several large public companies, providing him with a sophisticated understanding of the operational and financial aspects of businesses, both domestic and international. Mr. Coleman possesses tremendous governance experience gained through various leadership roles he has held on these public company boards, a background which is valuable to his Lead Independent Director role and service as Chair of the Governance Committee, and enhances Omnicom’s shareholder engagement efforts in which Mr. Coleman directly participates each year. Further, he has extensive government and finance experience having served as Commissioner of the New Jersey Department of Community Affairs where his responsibilities included overseeing all local and county budgets. As Commissioner of New Jersey’s Department of Energy, he developed energy policy for the state. In addition, Mr. Coleman was Chairman of the Hackensack Meadowlands Development Commission developing zoning regulations for the area. Collectively, these roles have imbued Mr. Coleman with a keen sense of managing risks, which is an important skill for service as a director. Mr. Coleman also lived overseas for several years serving as a management consultant. The breadth of Mr. Coleman’s leadership experience, coupled with the extent of his public company board service, provides him with the knowledge, skills and judgement that make him an extremely effective Lead Independent Director for Omnicom’s Board.

www.omnicomgroup.com

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ITEM 1 – ELECTION OF DIRECTORS

Mark D. Gerstein

Age 62

Director since

2022

Member of the Finance Committee

PROFESSIONAL EXPERIENCE:

Since 1996, Mr. Gerstein has been a partner at Latham & Watkins LLP, holding leadership positions including global chair of the Mergers & Acquisitions group, where he helped build the Latham & Watkins M&A Practice into a U.S. and global leader for public company transactions. He has counselled the directors and officers of Fortune 500 companies and other public companies on corporate governance (including ESG matters), investor relations, crises management, domestic and cross-border mergers and acquisitions, and other strategic and capital markets matters. From 1984 to 1996, Mr. Gerstein was a corporate attorney at Katten Muchin Rosenman, an AmLaw 100 law firm, advising directors and owners of private and public companies on a variety of corporate matters. 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 on the University of Michigan’s Dean’s Advisory Council at the School of Literature, Science and the Arts.

KEY SKILLS AND QUALIFICATIONS:

Having served as a partner in the Mergers & Acquisitions group at Latham & Watkins, a leading global law firm, since 1996, Mr. Gerstein brings the highest level of legal expertise and judgement to the Board. Mr. Gerstein possesses a deep understanding of the intricacies of corporate law and a tremendous knowledge of corporate governance best practices, both of which are key components of the Board’s overall mix of skill sets. Through his many years of experience advising public companies on a wide array of domestic and cross-border mergers and acquisitions, Mr. Gerstein has developed a formidable ability to support and oversee management’s execution on transactional opportunities for driving strategic growth. While serving more than a decade as a global Chair of Latham’s M&A practice, Mr. Gerstein played a key role in building the firm’s M&A practice into a U.S. and global leader, evidencing the value of his contribution to the Board’s collective oversight of management’s strategies for amplifying Omnicom’s business. In his role as a senior law firm partner, Mr. Gerstein has provided critical guidance to many company boards regarding crisis management situations, an important facet of the Board’s aggregation of skills. Mr. Gerstein also has extensive experience advising clients on investor relations and engagement, including on capital allocation and ESG matters, which will contribute significantly to the Board’s support and oversight of management’s robust shareholder engagement efforts. With these many years of experience counselling the directors and officers of Fortune 500 companies and other public companies on a broad spectrum of legal and regulatory matters, Mr. Gerstein also possesses a sophisticated ability to gauge the legal and regulatory risks navigated by senior leadership of public companies such as Omnicom. Mr. Gerstein’s extensive mergers and acquisitions and capital allocation experience is not only a tremendous asset for the Board, but will also be particularly additive to his service as a member of the Corporation’s Finance Committee.

2022 Proxy Statement

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ITEM 1 – ELECTION OF DIRECTORS

Ronnie S. Hawkins

Age 53

Director since

2018

Member of the Governance and Finance Committees

PROFESSIONAL EXPERIENCE:

Mr. Hawkins is a Managing Director of Global Infrastructure Partners, a position he has held since April 2018. Global Infrastructure Partners is an infrastructure focused private equity firm with over $77 billion of assets under management. In this role, Mr. Hawkins focuses on international investments primarily in the energy sector. 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 energy investment banking departments at Citigroup and Credit Suisse, completing corporate advisory assignments in over 50 countries, including mergers, acquisitions, divestitures and restructurings. Mr. Hawkins has also led numerous corporate financings for large companies including equity, debt and structured financings.

KEY SKILLS AND QUALIFICATIONS:

Mr. Hawkins has extensive strategic planning and corporate advisory experience developed over many years of identifying and managing infrastructure investments for Global Infrastructure Partners. With a focus on investments outside of the U.S., Mr. Hawkins possesses an in-depth understanding of the complex regulations governing international business operations and contributes the highest level of international experience to the Board’s mix of skill sets. Mr. Hawkins also served as a senior executive at General Electric for several years where he managed acquisitions, divestitures and joint ventures while leading GE Energy’s Global Business Development activities. Having structured and overseen a great number of business transactions encompassing varied and complex business strategies, Mr. Hawkins has honed an acute understanding of strategic planning, business operations and the role of management. This background and knowledge serves as a key component of the Board’s effective oversight of Omnicom and its management. Having held several senior positions at Citigroup and Credit Suisse leading corporate financings and advising public companies on large transactions, Mr. Hawkins brings valuable investment banking expertise to the Board and the Finance Committee on which he serves. 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 and is particularly valuable to his role as a member of the Finance Committee.

www.omnicomgroup.com

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ITEM 1 – ELECTION OF DIRECTORS

Deborah J. Kissire

Age 64

Director since

2016

Member of the Audit and Finance Committees

PROFESSIONAL EXPERIENCE:

Ms. Kissire held multiple senior leadership positions at EY during her career from 1979 to 2015, serving most recently as Vice Chair and Regional Managing Partner, member of the Americas Executive Board and member of the Global Practice Group. Other positions held include the U.S. Vice Chair of Sales and Business Development and National Director of Retail and Consumer Products Tax Services. Throughout her career at EY, Ms. Kissire’s leadership skills and vision were leveraged for strategic firm initiatives and programs such as their Partner Advisory Council, Strategy Task Force, Gender Equity Task Force, Vision 2000 Sales Task Force, and global Vision 2020.

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 Committees of Celanese Corporation, a global chemical and specialty materials company that engineers and manufactures a wide variety of products.

KEY SKILLS AND QUALIFICATIONS:

Ms. Kissire brings several key skills to the Board’s overall mix of knowledge and experience. Throughout a career of 36 years at EY, an internationally recognized accounting firm, Ms. Kissire distinguished herself in a variety of roles. She gained extensive experience serving in senior positions at EY and developed a sophisticated ability to gauge risk in financial, accounting and tax matters. Under Ms. Kissire’s leadership, the size of EY’s Mid-Atlantic practice more than doubled. Through her experience and leadership capabilities, Ms. Kissire has proven herself to possess not only an in-depth understanding of the global financial and taxation regulations facing a business such as Omnicom, but also a keen understanding of how to effectively grow a complex business. Among her leadership roles at EY, Ms. Kissire served as an executive advisor for the firm’s offering in Cyber Economic Security, giving her a unique perspective on digital vulnerabilities and methods of preventing and mitigating cyber-attacks. Taken together, these skills comprise an important component of the Board’s aggregation of skill sets and make Ms. Kissire an extremely effective member of the Board and Audit and Finance Committees. Further, Ms. Kissire also serves as a director on three other public company boards, including serving as Chair of two audit committees and a nominating and corporate governance committee.

2022 Proxy Statement

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ITEM 1 – ELECTION OF DIRECTORS

Gracia C. Martore

Age 70

Director since
2017
Chair of the Finance Committee and Member of the Audit Committee

PROFESSIONAL EXPERIENCE:

Ms. Martore is the former President and Chief Executive Officer of TEGNA Inc., one of the nation’s largest local media companies formerly known as Gannett Co., Inc., a position she held from October 2011 to June 2017. Ms. Martore held various leadership roles over her 32-year career at TEGNA, including as President and Chief Operating Officer from 2010 to 2011, Executive Vice President and Chief Financial Officer from 2005 to 2010 and Senior Vice President and Chief Financial Officer from 2003 to 2005. Prior to TEGNA, Ms. Martore worked for 12 years in the banking industry. Ms. Martore is also a member of the board of directors of FM Global and is Vice Chairman of The Associated Press.

OTHER PUBLIC COMPANY BOARDS:

Ms. Martore is a director and member of the Audit and Compensation 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. In addition, Ms. Martore served as a director of TEGNA Inc. during the last five years.

KEY SKILLS AND QUALIFICATIONS:

Having served as President and Chief Executive Officer of TEGNA Inc., formerly Gannett Co., one of the nation’s largest local media companies, Ms. Martore brings strong leadership skills, broad strategic vision, financial expertise and proven business acumen to the Board. Ms. Martore’s successful navigation of TEGNA’s strategy through a period of significant technological disruption within its industry strengthens the collective oversight function of Omnicom’s Board as it assesses risk and evaluates strategies regarding technological advances implemented by our agencies. Under her leadership, TEGNA doubled its broadcast portfolio and acquired full ownership of Cars.com. Ms. Martore’s experience running TEGNA adds to the Board the highest level of industry experience and a keen understanding of the media buying perspective, which is a crucial component of Omnicom’s businesses. Ms. Martore also led the separation of TEGNA into two separate publicly traded companies. The strategic vision evidenced by Ms. Martore’s successes in transforming TEGNA and generating value for shareholders is a critical skill for the Board’s overall mix of skill sets. Prior to serving as President and Chief Executive Officer, Ms. Martore served in a variety of leadership roles at TEGNA, including Treasurer, Executive Vice President, Chief Operating Officer and Chief Financial Officer. Ms. Martore’s experience in these varied roles brings invaluable financial, accounting, and risk management skills to the Board that is directly leveraged through her service as Chair of the Finance Committee and a member of the Audit Committee. In addition, Ms. Martore’s extensive business and financial expertise enhance the Board’s overall ability to guide business development strategy and oversee management of financial and operational matters. Ms. Martore also brings to the Board her experience serving on the board, audit committee, compensation committee and nominating and corporate governance committee of other public companies.

www.omnicomgroup.com

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ITEM 1 – ELECTION OF DIRECTORS

Patricia
Salas Pineda

Age 70

Director since
2022
Member of the Governance Committee

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 Finance and Nominating, Governance, and Corporate Citizenship Committees of Levi Strauss & Company, an apparel maker, and a director and member of the Compensation and Nominating and Governance Committees of Frontier Group Holdings, Inc., the parent company of Frontier Airlines.

KEY SKILLS AND QUALIFICATIONS:

With many years of executive leadership experience working in C-Suite roles at Toyota Motor North America, including that of Group Vice President of Hispanic Business Strategy, Ms. Pineda contributes broad strategic vision, sophisticated leadership ability and strong business development acuity to the Board, strengthening its collective oversight of Omnicom’s management. During her distinguished career at Toyota Motor North America, Ms. Pineda also served as Group Vice President of Administration, Corporate Advertising, Corporate Communications and Diversity, roles through which she honed many relevant skills, including a deep understanding of operational matters, valuable industry knowledge and a keen sense of the DE&I landscape, each of which is an important aspect of the Board’s oversight mandate. In addition, Ms. Pineda served as Toyota Motor North America’s General Counsel, in which role she developed the highest level of legal and regulatory expertise. This legal and regulatory expertise is fundamental to the Board’s mix of skills, and greatly contributes to the Board’s ability to oversee management of Omnicom’s legal and regulatory risks. Prior to joining Toyota Motor North America, Ms. Pineda served as General Counsel, Vice President of Human Resources, Government and Environmental Affairs, and Corporate Secretary of New United Motor Manufacturing, experience which brings significant corporate governance, environmental sustainability and human capital management know-how to Omnicom’s Board. The strength of judgment derived from having served in her General Counsel roles, coupled with Ms. Pineda’s facility for understanding complex legal, regulatory and compliance issues, considerably adds to her service as a member of Omnicom’s Governance Committee. In the aggregate, Ms. Pineda’s professional experience enhances the Board’s ability to oversee management’s execution against strategic priorities for long-term shareholder value creation. In addition, Ms. Pineda has extensive experience serving on the boards of other public companies.

2022 Proxy Statement

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ITEM 1 – ELECTION OF DIRECTORS

Linda Johnson Rice

Age 64

Director since
2000
Member of the Governance and Compensation Committees

PROFESSIONAL EXPERIENCE:

Ms. Rice is Chief Executive Officer of Johnson Publishing Company, formerly the parent company for EBONY and Jet magazines and Fashion Fair Cosmetics. Ms. Rice is the former Chairman Emeritus of Ebony Media Holdings, the parent company for the Ebony and Jet brands, and the former Chairman Emeritus of Ebony Media Operations, for which she also served as Chief Executive Officer from 2017 until 2019. Ms. Rice joined Johnson Publishing Company in 1980, was elected President and Chief Operating Officer in 1987 and served as Chairman and Chief Executive Officer from 2008 to 2019. Johnson Publishing Company filed a voluntary petition for bankruptcy under Chapter 7 of the U.S. Bankruptcy Code on April 9, 2019.

OTHER PUBLIC COMPANY BOARDS:

Ms. Rice is a director and Chair of the Nominating and Corporate Governance Committee of Enova International, Inc., a provider of online financial services to non-prime consumers and small businesses. Ms. Rice also served as a director of Grubhub Inc. and Tesla, Inc. during the last five years.

KEY SKILLS AND QUALIFICATIONS:

Ms. Rice’s deep understanding of advertising and brand management and substantial knowledge of consumer businesses developed during her tenure as President and Chief Operating Officer of Johnson Publishing Company brings to the Board valuable insight into Omnicom’s businesses and the concerns of its clients, a matter of paramount importance to Omnicom’s global business growth. Ms. Rice’s industry expertise is a key Board skill that allows her to contribute a sophisticated oversight capability with respect to the complex business strategies driving Omnicom’s success and underpinning its commitment to long-term shareholder value creation. The experience and knowledge base Ms. Rice developed through her leadership role as Chairman and Chief Executive Officer of Johnson Publishing Company, in which she oversaw the organization’s largest and most critical business relationships, serves as a valuable component of the Board’s overall mix of business expertise, particularly in light of the importance of client relationships to Omnicom’s continued success. Ms. Rice also has very broad experience through having served for more than 25 years on the boards, audit committees, compensation committees and nominating and governance committees of several other large public companies in a variety of industries. The breadth of this board experience adds to the strength of Omnicom’s Board and contributes to the oversight function of its Governance and Compensation Committees on which Ms. Rice serves.

www.omnicomgroup.com

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ITEM 1 – ELECTION OF DIRECTORS

Valerie M. Williams

Age 65

Director since
2016
Member of the Audit and Finance Committees

PROFESSIONAL EXPERIENCE:

Ms. Williams is a former Southwest Assurance Managing Partner for EY, a position she held from 2006 to 2016. She joined EY in 1981 and has over 35 years of audit and public accounting experience, serving numerous global and multi-location companies in various industries. Ms. Williams held several senior leadership positions at EY and served on multiple strategic committees, including the firm’s Partner Advisory Council, Inclusiveness Council, Audit Innovation Taskforce and the Diversity Taskforce. In addition, Ms. Williams serves as Trustee of a number of funds in the Franklin Templeton Funds family.

OTHER PUBLIC COMPANY BOARDS:

Ms. Williams is a director, Chair of the Audit Committee and member of the Reserves Committee of Devon Energy Corporation, a leading oil and gas producer in the U.S., and a director, Chair of the Audit Committee and member of the Corporate Governance Committee of DTE Energy Co., a diversified energy company involved in the development and management of energy-related businesses and services. In addition, Ms. Williams served as a director of WPX Energy, Inc., from 2018 until its merger with Devon Energy Corporation in January 2021.

KEY SKILLS AND QUALIFICATIONS:

Ms. Williams has extensive audit practice experience gained over the course of her career and through this experience has developed risk management skills that are a key component of the Board’s oversight role. The significant financial reporting expertise developed by Ms. Williams through 35 years of audit and public accounting experience serving numerous global and multi-location companies in various industries is a valuable contribution to the Board’s overall mix of skill sets and is particularly additive to Ms. Williams’s service as a member of the Audit Committee. Ms. Williams distinguished herself in various senior roles throughout her career at EY, and successfully grew a large audit practice group through expert oversight of operations and strategy development. These achievements underscore the business expertise and leadership skills that Ms. Williams possesses and that will better enable the Board to effectively oversee the growth of Omnicom’s businesses. Ours is a global business, and through her experience representing international businesses, Ms. Williams will contribute significantly to the Board’s oversight of Omnicom’s multinational strategies for growth. Ms. Williams also served on several important committees at EY, including the Inclusiveness Council and the Diversity Taskforce, and brings to the Board additional knowledge of the strategies regarding diversity, equity and inclusion. Further, Ms. Williams has experience serving on other public company boards and audit committees.

2022 Proxy Statement

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DIRECTOR INDEPENDENCE

Our outside directors, including Ms. Denison who is not nominated for re-election, are Mary C. Choksi, Leonard S. Coleman, Jr., Susan S. Denison, Mark D. Gerstein, Ronnie S. Hawkins, Deborah J. Kissire, Gracia C. Martore, Patricia Salas Pineda, Linda Johnson Rice and Valerie M. Williams. Our Board has determined that all of our outside directors are “independent” within the meaning of the rules of the New York Stock Exchange (“NYSE”), 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 outside directors is independent, the Board took into consideration the answers to annual questionnaires completed by each of the directors, which covered any transactions with director-affiliated entities. The Board also considered that Omnicom and its subsidiaries occasionally and in the ordinary course of business, sell products and services to, and/or purchase products and services from, entities (including charitable foundations) with which certain directors are affiliated. The Board determined that these transactions were not material to Omnicom or the entity and that none of our directors had a material interest in the transactions with these entities. The Board therefore determined that none of these relationships impaired the independence of any outside director. John D. Wren, our Chairman and Chief Executive Officer, is not independent due to his position as an executive officer.

SHAREHOLDER NOMINATION PROCESS

Nominations for directors at our 2023 Annual Meeting of Shareholders may be made only by the Board, or by a shareholder entitled to do so pursuant to our By-laws, not later than the deadlines set forth on page 84 in the section entitled “Shareholder Proposals and Director Nominations for the 2023 Annual Meeting.”

Our By-laws provide that shareholders may present director nominations directly at the annual meeting (and not for inclusion in our proxy statement) by satisfying certain advance notice requirements, and providing information as to such nominee and submitting shareholder as specified in our By-laws. Our By-laws also permit a shareholder or group of up to 20 shareholders owning 3% or more of the Company’s common stock continuously for at least three years to nominate and include in the Company’s proxy statement director candidates constituting up to 20% of the Board, but no less than two, to be considered for election by the holders of the Company’s common stock, provided that the shareholder (or group) and each nominee satisfy the requirements and provide information as to such nominee and submitting shareholder as specified in our By-laws.

You can obtain a copy of the full text of the By-law provisions noted above by writing to our Corporate Secretary at our address listed below in the section entitled “Availability of Certain Documents,” or on our website at http://www.omnicomgroup.com. Our By-laws have also been filed with the U.S. Securities and Exchange Commission (“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 this year. Any future director candidate recommendations made by shareholders 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.

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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, broker non-votes will not count as votes cast and will have no effect on the elections of directors. Our form of proxy permits you to abstain from voting “for” or “against” a particular nominee. However, shares represented by proxies so designated will count as being present for purposes of determining a quorum but will not count as a vote cast and will have no effect on the election of directors. Such proxies may also be voted on other matters, if any, that may be properly presented at the meeting.

If an incumbent nominee is not re-elected, New York law provides that the director would continue to serve on the Board as a “holdover director.” Under our By-laws and a policy adopted by the Board, such a director is required to promptly tender his or her resignation to the Board. The Governance Committee of the Board must then consider whether to accept the director’s resignation and make a recommendation to the Board. The Board will then consider the resignation, and within 90 days after the date of certification of the election results, publicly disclose its decision and the reasons for its decision.

A director whose resignation is under consideration may not participate in any deliberation regarding his or her resignation unless none of the directors received a majority of the votes cast. If the Board accepts a director’s resignation, the Board will then elect a replacement in accordance with the By-laws.

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 financial performance throughout the year and evaluates strategy in light of results, with an industry focus that includes peer comparisons and our competitive ability to attract and retain the most talented workforce. At least annually, the Board has a more detailed discussion, generally over two days, 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 complete 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 important topics such as risk management, DE&I, information technology, cybersecurity and our data breach incident plan, human capital management, and top clients. 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.

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	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, financial results and the monitoring of related risks. The Board also delegates oversight to the Audit, Governance, Compensation and Finance Committees to oversee selected elements of risk:



	OUR AUDIT COMMITTEE Oversees financial risk exposures, including monitoring the integrity of the financial statements, internal control over financial reporting, and the independence of the independent auditors of the Company. The Audit Committee inquires of management and the independent auditors about significant 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 oversees 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 fulfilling its oversight responsibility with respect to compliance with legal and regulatory matters related to the Company’s financial statements and meets at least quarterly with our financial management, independent auditors and legal advisors for updates on risks related to our financial 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 financial, credit and liquidity risk by overseeing our Treasury function to evaluate elements of financial and credit risk and advise on our financial strategy, capital structure, capital allocation and long-term liquidity needs, and the implementation of risk mitigating strategies.

	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.

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Diversity and Corporate Responsibility

DIVERSITY, EQUITY AND INCLUSION

Fostering a culture of DE&I at every level of our organization has been a longstanding priority at Omnicom. We believe that workplace diversity creates value for the Company, enhances the quality of work we create for clients and is a cornerstone of our positive corporate culture. We know that a workforce reflecting the demographics of our society is better poised to create effective campaigns for our clients that resonate with a diverse population.

With our global presence, we believe it is important that our workforce reflects our global community. Over the last year, we have taken additional steps to truly 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 every Omnicom agency, and the leadership of our expanded DE&I team, we have been able to advance our DE&I initiatives globally.

Omnicom’s commitment to diversity is overseen by and reflected within the boardroom. Our 10 Board nominees include six women, four African Americans (including Leonard S. Coleman, Jr., our Lead Independent Director) and one Latina. Our Audit, Compensation and Finance Committees are Chaired by female directors, and the Chair of our Governance Committee is African American.

Across the Company, we are committed to recruiting and retaining the best talent from diverse backgrounds, experiences and perspectives and have implemented key programs and initiatives to ensure we deliver on this commitment. These efforts include:

■	Internal focus and accountability – Omnicom has a Chief Equity and Impact Officer, 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 Officers or Directors of DE&I, and throughout Omnicom and its networks, 40 professionals are dedicated full-time to overseeing and advancing DE&I efforts at every level of our organization.

■	Omnicom People Engagement Network (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 efficiently and effectively incorporate DE&I initiatives across Omnicom’s offices.

■	Global OPEN ERGs – Omnicom launched three additional OPEN Employee Resource Groups (ERGs) this past year, which are global employee groups open to all employees created to foster an inclusive and engaging work environment and increase networking and business opportunities.

	■	Black Together – is committed to fostering engagement, sponsorship, mentorship and professional development that aids in the retention and advancement of Black talent within Omnicom. Black Together will create alliances with other OPEN diversity groups and provide opportunities to enlighten and elevate Omnicom’s Black community and its allies.

	■	Asian Leaders Circle – 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 will promote an environment that supports the recruitment, retention, and professional growth and development of Hispanic/LatinX employees.

■	OPEN Pride – with multiple chapters around the globe, this sub-group of OPEN specifically 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.

■	OPEN DisAbility – this sub-group of OPEN is Omnicom’s disability business resource group that 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.

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■	Omniwomen – is a global initiative with multiple chapters around the world intended to serve as a catalyst to increase the influence and number of women leaders across the Omnicom networks. Leading this initiative are the most senior women executives across Omnicom and its agencies.
■	OPEN 2.0 – is our current DE&I plan, comprised of the below eight Action Items, that builds on the progress that we have made thus far to achieve our ultimate goal: systemic equity throughout Omnicom. As we go into year two of OPEN 2.0, the focus for each Action Item will be as follows:

	1.	Expand and Empower OPEN Leadership Team – Further expand, support, and empower the team (led by our Chief Equity and Impact Officer); provide training and development for our DE&I leaders.
	2.	Attracting and Recruiting Talent – Together with the OPEN Leadership Team, agencies will promote our DE&I programs and initiatives.
	3.	Talent Development – Establish a program and workshops to nurture a culture of advocacy and create a path for success and advancement of individuals across Omnicom.
	4.	Talent Retention – Build on the career advancement and mobility programs/platforms that launched in 2021. Leverage our OPEN ERGs to create a stronger connection with and among our talent.
	5.	Clients – Continue collaboration with clients through our OPEN Up Client Summit series where we share ideas and insights. 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-profit organizations that serve the community.
	7.	Mandatory Training – Building on the launch of global unconscious bias training in 2021, we will offer a new global training and include market-specific training as needed. We will have a consistent and compelling communication on DE&I efforts to our key stakeholders, beginning with employees.
	8.	Accountability – Our progress and effectiveness will be measured by five KPIs listed below that will become part of our operations and an important factor in executive compensation.

			Hiring
			Promotion/Career Advancement
			Retention
			Training
			ERG Participation

■

Industry Programs – In 2021, we 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, 4A’s Multicultural Advertising Intern Program (MAIP), ADCOLOR, GLAAD, PRSA, Institute for Public Relations, The Valuable 500 and The Brotherhood/Sister SOL. 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.

■

Supplier diversity – 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 will lead to the certification, exposure and increased investment for more diverse suppliers within our own network and beyond.

We have been publicly recognized for our commitment to DE&I initiatives. Following our inclusion on its 2020 World’s Best Employers list, Forbes named Omnicom to its 2021 list of Best Employers for Diversity. Omnicom was also the only company in our industry named to Newsweek’s list of America’s Most Responsible Companies in 2021, and we were named to the list for a third consecutive year in early 2022. Omnicom achieved a perfect score of 100 percent for the sixth 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, benefits and practices pertinent to LGBTQ employees. Due to our high score, we were designated as a 2022 “Best Place to Work for LGBTQ Equality.”

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Omnicom’s U.S. Equal Employment Opportunity Commission (EEOC) Data

as of December 31, 2020 and December 31, 2021

	Black		Asian		Hispanic		White		Female
	2020	2021	2020	2021	2020	2021	2020	2021	2020	2021
Executive Managers	3.1%	3.5%	7.7%	7.5%	5.0%	5.5%	82.6%	81.7%	49.7%	50.9%
Mid Managers	4.9%	5.5%	9.0%	9.2%	8.6%	9.6%	74.6%	72.6%	59.9%	58.5%
Professionals	5.6%	7.5%	11.2%	11.1%	10.7%	12.0%	69.4%	65.8%	59.7%	62.0%

We believe that these statistics, and the diversity of our Board with six of ten director nominees being women, four being African American and one being Latina clearly reflect the value Omnicom places on workplace diversity and the strength of its efforts to promote professional opportunities for women and diverse individuals.

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CORPORATE RESPONSIBILITY

At Omnicom, we are committed to creating a positive and lasting impact on the world the best way we know how: through our work. Our corporate responsibility efforts spread across four key areas: supporting our communities, creating a dynamic and diverse workforce, managing our environmental footprint and ensuring a strong governance structure.

■	Omnicom has set corporate responsibility goals relating to our people, environment, and governance helping guide our sustainability initiatives across the business.
■	Omnicom is a signatory to the United Nation’s Global Compact (UNGC).
■	Omnicom and its global agencies are supporting the UN Sustainable Development Goals (SDGs) through a variety of initiatives. As a pro bono global marketing and communications partner for Theirworld and Girl Effect, Omnicom is working to ensure inclusive and quality education for children around the world, contributing to SDG 4.
■	Omnicom provided additional disclosures of its workforce diversity in the United States for 2020 and 2021, and is committed to continuing this level of disclosure moving forward.
■	Omnicom began reporting our sustainability efforts in alignment with the Sustainability Accounting Standards Board’s guidance for the Advertising and Marketing industry.
■	Omnicom strives to work toward the highest professional standards relevant to our business, and we expect the same high standards from those businesses with which we work. We have therefore codified a set of principles in our Supplier Code of Conduct, available on our website at https://www.omnicomgroup.com/culture/ethics-policies, which requires that all members of our supply chain endorse our values by operating ethically and responsibly, with integrity, honesty and transparency.
■	Omnicom is committed to supporting and respecting human rights, including the right of our employees to be hired and promoted based on their qualifications and merit. Please see our Human Rights Policy, which is available on our website at https://www.omnicomgroup.com/culture/ethics-policies for more information.
■	Omnicom is committed to reducing our environmental footprint, primarily by consolidating office space and installing more energy-efficient heating and cooling systems, as detailed in our Environmental Policy which is available on our website at https://www.omnicomgroup.com/about/corporate-governance.
■	Omnicom is committed to providing oversight and accountability regarding our participation in the U.S. political process, and disclosure of U.S. political contributions, of which there were $0 in 2020 and 2021. Please see our Political Contributions Policy, which is available on our website at https://www.omnicomgoup.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.

Our 2021 Corporate Responsibility Report, scheduled for release in June 2022, includes the following highlights:

■	As a signatory to the UNGC, we have pledged to support 10 universal principles, including protecting human rights, promoting fair labor practices, protecting the environment and rooting out corruption.
■	Omnicom has committed to the Science-Based Targets Initiative, which enables companies to set science-based targets in line with 1.5°C emissions scenarios and publicly audits companies on their emissions reduction efforts to ensure adherence.
■	Omnicom is on target to achieve our environmental goals of reducing energy use by 20% per employee using a 2015 baseline and increasing our use of electricity generated from renewable sources to 20% by 2023.

Learn more at http://csr.omnicomgroup.com.

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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 Lead Independent Director, actively participates in selected investor meetings each year. To ensure that we fully address any shareholder concerns, shareholder feedback is shared with the Governance and Compensation Committees, as appropriate, as well as with the full Board.

In 2021, we reached out to shareholders holding 65% of our outstanding shares with an invitation to engage. We spoke to every shareholder that accepted our invitation, which represented an aggregate of 40% of our outstanding shares, in a continued effort to foster a successful shareholder outreach program, establishing and deepening the relationships with the governance teams at many of our largest investors. As in prior years, Mr. Coleman was a participant in select shareholder meetings and shared feedback with the full Board.

In recent years, the Board has taken significant steps to be responsive to concerns raised by shareholders, including adopting a director retirement policy described in the section entitled “Director Retirement Policy” on page 38 and resulting in nine of our Board members stepping down from the Board since May of 2016, one of which will step down at the 2022 Annual Meeting of Shareholders.

In response to many conversations with shareholders over the past year on the topic of lobbying and political spending, Omnicom has adopted a Political Contributions Policy, informed by shareholder input, and implemented enhancements to our political contributions and trade association membership disclosures. Omnicom does not make political contributions at the holding company level, and following input from our shareholders, we disclosed that Omnicom and its agencies made no U.S. political contributions in 2020 or 2021. In addition, Omnicom has recently enhanced our trade association membership disclosures in response to shareholder feedback to include 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 in 2021.

For a more complete summary of the feedback we heard from shareholders and actions taken by the Board, please refer to page 7 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.

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SHAREHOLDER COMMUNICATIONS WITH BOARD MEMBERS

Interested parties, including shareholders, may communicate (if they wish on a confidential, anonymous basis) with the outside 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 Committee Chair or to the outside directors as a group c/o Corporate Secretary at Omnicom Group Inc., 280 Park Avenue, New York, New York 10017. The envelope should clearly indicate the person or persons to whom the Corporate Secretary should forward the communication. Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications.

Board Leadership Structure

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 arrangement is most appropriate for the Company and shareholders. The Board believes that it is important to maintain flexibility to determine the appropriate leadership structure based on Company circumstances at the time, and that our directors are best positioned to lead this evaluation given their unique insight into Omnicom’s business, leadership team, culture, opportunities and challenges. Our Board is currently led by a Lead Independent Director, our Chairman and CEO, and four independent Committee Chairs. The Board believes this to be the optimal Board leadership structure for Omnicom at present, combining strong independent leadership with the benefits of having our CEO chair Board meetings in which strategic business matters are routinely discussed.

While the Board regularly evaluates its leadership structure and assesses various options, 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 Chair roles is integral to supporting the transition of hundreds of client relationships, which have been built on trust and support over many years.
■	Robust Lead Independent Director Role: Our Lead Independent Director role at Omnicom has evolved to include significant responsibilities, similar to those typically overseen by an independent Chair (see page 34 for a full list of these responsibilities). The Board annually reviews the responsibilities assigned to the Lead Independent Director role.
■	Shareholder Feedback: The Board carefully considers shareholder perspectives on Omnicom’s leadership structure through extensive engagement conducted annually. During discussions with our investors, the vast majority have expressed support for our combined Chair and CEO positions at this time – particularly in light of the critical nature of chairman-client relationships in a professional services business such as ours, and our strong Lead Independent Director role.

While the Board is confident that this leadership structure is best suited to the current needs of the business, the Board remains committed to rigorously evaluating Omnicom’s leadership structure each year and to gathering shareholder feedback on this matter through ongoing engagement.

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LEAD INDEPENDENT DIRECTOR

Our Board is committed to improving the Company’s corporate governance practices, and we have significantly enhanced the responsibilities of our Lead Independent Director’s role to strengthen the Board’s independent oversight of management. This individual would typically also serve as a member of the Governance Committee and, as such, participate in director and CEO succession planning. Currently, our Lead Independent Director also serves as Chair of the Governance Committee. In addition to the responsibilities of 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;
■	Participate in director recruitment, mentoring and development;
■	Oversee the annual Board and committee evaluations;
■	Participate in developing agendas for Board meetings, with the authority to add agenda items;
■	Approve the schedule of Board meetings, with the authority to call meetings of independent directors;
■	Oversee conflicts of interest of all directors, including the Chairman and CEO;
■	Advise the Chairman, including providing input as to the quality, quantity and timeliness of information provided to the Board;
■	Engage and consult with shareholders as part of our shareholder engagement process; and
■	Perform such other duties as the Board may from time to time delegate.

We believe that this leadership structure enhances the accountability of the Chairman and CEO to the Board and strengthens the Board’s independence from management.

On the recommendation of the Governance Committee, the independent members of our Board designate the Lead Independent Director annually. In May 2021, the independent members of our Board re-elected Leonard S. Coleman, Jr. to serve as the Company’s Lead Independent Director. During his tenure as a member of the Board, Mr. Coleman has consistently demonstrated thoughtful leadership and intelligent decision making. Each year in which he has served as Lead Independent Director, Mr. Coleman has committed to being personally involved in our shareholder engagement efforts. Mr. Coleman’s proven integrity and values align perfectly with the important role of Lead Independent Director. Coupled with his extensive senior management, financial, government, development and public company board experience, the independent members of the Board determined that Mr. Coleman continues to be the ideal candidate to serve as the Company’s Lead Independent Director.

BOARD OPERATIONS AND COMMITTEE STRUCTURE

Our Board met eight times during 2021. The Board generally conducts specific oversight tasks through committees so that the Board as a whole can focus on strategic matters and those particular tasks that by law or custom require the attention of the full Board. Our Board has established four standing committees, functioning in these areas, as explained more fully below:

■	audit and financial reporting
■	management/compensation
■	corporate governance
■	finance and acquisitions/divestitures

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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.
Susan S. Denison⁽¹⁾
Mark D. Gerstein⁽²⁾
Ronnie S. Hawkins
Deborah J. Kissire
Gracia C. Martore
Patricia Salas Pineda
Linda Johnson Rice
Valerie M. Williams
John D. Wren
Number of Meetings in 2021	10	12	7	9

⁽¹⁾	Pursuant to Omnicom’s director retirement policy, Ms. Denison will step down from the Board on May 3, 2022.
⁽²⁾	Mr. Gerstein’s appointment to the Board is effective May 1, 2022.
	Member
	Chair

AUDIT COMMITTEE Meetings in 2021: 10		The Audit Committee’s purpose is to assist the Board in carrying out its financial reporting and oversight responsibilities, including oversight of risk as described in “Risk Oversight” beginning on page 26 above. In this regard, the Audit Committee assists the Board in its oversight of (a) the integrity of our financial statements, (b) compliance with legal and regulatory requirements, (c) the qualifications and independence of our independent auditors, and (d) the performance of our internal audit function and independent auditors. Furthermore, the Audit Committee prepares the report included below in the section entitled “Audit Committee Report.” The Audit Committee also has the power to retain or dismiss our independent auditors and to approve their compensation.

		The Board has determined that each member of our Audit Committee is “independent” within the meaning of both the rules of the NYSE and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also determined that each member of our Audit Committee is an “audit committee financial expert,” is “financially literate” and has “accounting or related financial management expertise,” as such qualifications are defined by SEC regulations and the rules of the NYSE, respectively.

COMPENSATION COMMITTEE Meetings in 2021: 12		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 26 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.

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GOVERNANCE COMMITTEE Meetings in 2021: 7	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 26 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:

	■	director nominees and underlying criteria for election to the Board and its committees;
	■	the structure, responsibilities and composition of the Board committees;
	■	standards and procedures for review of the performance of the Board and its committees, as well as any actions to be taken in response to the performance evaluation results;
	■	the election of the Chief Executive Officer and other officers required to be elected by the Board;
	■	our Certificate of Incorporation and By-laws;
	■	our Corporate Governance Guidelines generally, including with respect to director qualification standards, responsibilities, access to management and independent advisors, orientation and continuing education, and management succession;
	■	shareholder proposals made under SEC rules;
	■	the Code of Business Conduct applicable to our directors, officers and employees;
	■	the Code of Ethics applicable to our senior financial officers;
	■	the Political Contributions Policy;
	■	the charters of the Board committees; and
	■	the Governance Committee’s performance of its own responsibilities and, in coordination with the Company’s Lead Independent Director, the annual performance evaluation of the Board and its other committees.

	The Governance Committee also oversees our shareholder engagement efforts and periodically receives reports from management on shareholder feedback. In addition, the Governance Committee oversees the Company’s climate change initiatives and processes, and periodically receives reports from management on progress against goals and targets. The Board has determined that each member of our Governance Committee is “independent” within the meaning of the rules of the NYSE.

FINANCE COMMITTEE Meetings in 2021: 9	The Finance Committee’s purpose is to assist the Board in carrying out its oversight responsibilities relating to certain financial matters affecting Omnicom, including in respect of acquisitions, divestitures and financings and the oversight of risk as described in “Risk Oversight” beginning on page 26 above.

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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 2021. Mr. Coleman, our Lead Independent Director, presides over executive sessions of the Board.

DIRECTOR ATTENDANCE – 100% FOR 2021

Attendance at Board and committee meetings during 2021 was 100% for the directors as a group. Each of our directors attended every meeting of the Board and the committees of the Board on which he or she served during 2021. We encourage our directors to attend our annual meetings of shareholders, and all of our directors attended the 2021 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.

The Governance Committee reviews the composition of the Board and recommends to the full Board nominees for election. The Governance Committee identifies the skills and experience needed to replace any departing director and performs research, either itself or by engaging third parties to do so on its behalf, to identify and evaluate director candidates.

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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 75 years 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 INSIDER PARTICIPATION

The following directors served as members of our Compensation Committee during all or a portion of 2021: Susan S. Denison, Mary C. Choksi, Leonard S. Coleman, Jr. and Linda Johnson Rice. None of the Compensation Committee members serving during 2021 is a current or former employee or officer of Omnicom or its subsidiaries. None of the Compensation Committee members serving during 2021 has ever had any relationship requiring disclosure by Omnicom under Item 404 of Regulation S-K. During 2021, none of our executive officers served as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any other company that had an executive officer serving as a member of our Board or its Compensation Committee.

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

Based on the information available to us and provided to us by our directors and officers, we do not believe that there were any such material transactions in effect since January 1, 2021, or any such material transactions proposed to be entered into during 2022, with the following exception. Mr. Wren’s brother, Christopher Wren, is employed as the Financial Systems Director for RAPP, a subsidiary of Omnicom. In 2021, his total compensation was $252,091, including salary, bonus and other benefits.

ETHICAL BUSINESS CONDUCT

We have a Code of Business Conduct designed to ensure that our business is carried out in an honest and ethical way. The Code of Business Conduct applies to all of our directors, officers and employees, as well as all of the directors, officers and employees of our majority-owned subsidiaries, and requires that they avoid conflicts of interest, comply with all laws and other legal requirements and otherwise act with integrity. In addition, we have adopted a Code of Ethics for Senior Financial Officers regarding ethical action and integrity relating to financial matters applicable to our senior financial officers. Our Code of Business Conduct and Code of Ethics for Senior Financial Officers are available on our website at http://www.omnicomgroup.com, and are also available in print to any shareholder that requests them. We will disclose any future amendments to, or waivers from, certain provisions of these ethical policies and standards for senior financial officers, executive officers and directors on our website within the time period required by the SEC and the NYSE.

2022 Proxy Statement

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ITEM 1 – ELECTION OF DIRECTORS

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

Directors’ Compensation for Fiscal Year 2021

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

Annual Compensation. For 2021, non-employee directors were paid a cash annual retainer of $90,000 and $2,000 for attendance at each Board or 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 2021, and therefore this additional fee was not paid. In addition, directors receive reimbursement for customary travel expenses.

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

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 cash director compensation for the following year’s service in common stock. None of our directors elected to receive their 2021 cash director compensation 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 fees would be payable. The number of shares of common stock delivered or credited to a director’s account is based on the fair market value of our common stock on the first trading day immediately preceding the date the fees 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 2021.

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

www.omnicomgroup.com

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ITEM 1 – ELECTION OF DIRECTORS

Name of Director	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Total ($)
Mary C. Choksi	$170,000	$175,000	$345,000
Leonard S. Coleman, Jr.	$199,000	$175,000	$374,000
Susan S. Denison	$164,000	$175,000	$339,000
Ronnie S. Hawkins	$138,000	$175,000	$313,000
Deborah J. Kissire	$144,000	$175,000	$319,000
Gracia C. Martore	$164,000	$175,000	$339,000
Linda Johnson Rice	$144,000	$175,000	$319,000
Valerie M. Williams	$144,000	$175,000	$319,000

⁽¹⁾

This column reports the amount of cash compensation earned in 2021 for Board and Committee service.

⁽²⁾

The amount reported in the “Stock Awards” column for each director reflects the aggregate grant date fair value of the stock granted in 2021, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). For a discussion of the assumptions used to calculate the fair value of stock awards, refer to Notes 2 and 10 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 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, 2021.

No Other Compensation. Directors received no compensation in 2021 other than that described above. We do not have a retirement plan for directors and they receive no pension benefits.

Stock Ownership Requirement. The Board encourages stock ownership by directors and, in 2004, we adopted stock ownership guidelines for our directors. The director guidelines provide, in general, that our directors must own Omnicom stock equal to or greater than five times their annual cash retainer within five years of their joining the Board. As of December 31, 2021, each member of our Board that has served on the Board five years or more was in compliance with these guidelines.

2022 Proxy Statement

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ITEM 2 – ADVISORY RESOLUTION TO
APPROVE EXECUTIVE COMPENSATION

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are asking shareholders to approve an advisory resolution on the compensation of the Company’s named executive officers as reported in this Proxy Statement. Five years ago, the Board recommended that this advisory vote to approve named executive officer 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 named executive officer compensation annually until the next vote to determine the frequency of such an advisory vote. Subsequent to the advisory vote reflected in this proposal, the next advisory vote to approve named executive officer compensation is expected to occur at the 2023 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 Officer, 95% of his 2021 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 named executive officers. 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 named executive officers reported in this Proxy Statement has supported and contributed to our success.

We are asking shareholders to approve the following advisory resolution at the 2022 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 officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table for 2021 and the other related tables and disclosure.

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

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EXECUTIVE COMPENSATION

Table of Contents

Page

Executive Summary	43
Overall Compensation Objectives and Principles	43
About Our Business	43
Overview of 2021 Company Performance	44
Compensation Decisions Reflect Performance	49
Last Year’s Say on Pay Vote and Shareholder Engagement	49
Compensation Committee Report	49
Compensation Discussion & Analysis	50
Objectives	50
Elements of Omnicom Compensation and Fiscal Year 2021 Decisions	51
Other Executive Compensation Arrangements	61
Executive Compensation Related Practices, Policies and Guidelines	62
Summary Compensation Table for 2021	65
Grants of Plan-Based Awards in 2021	66
Outstanding Equity Awards at 2021 Year-End	67
Option Exercises and Stock Vested in 2021	68
Nonqualified Deferred Compensation in 2021	68
Potential Payments Upon Termination of Employment or Change in Control	68
Pay Ratio Disclosure	72

2022 Proxy Statement

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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 75% of our Annual Cash Incentive Award;

■	determining 25% of our Annual Cash Incentive Award by assessing certain qualitative performance metrics, including our responses to ongoing COVID-19 challenges; diversity equity and inclusion; and corporate values and integrity; and

■	sustaining competitive compensation levels.

ABOUT OUR BUSINESS

Omnicom is a strategic holding company formed in 1986 and through its branded networks and agencies provides advertising, marketing and corporate communications services to over 5,000 clients in more than 70 countries. 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. The proliferation of media channels, including the rapid development and integration of interactive technologies and media, has fragmented consumer audiences targ

SEC Form DEF 14A filed by Omnicom Group Inc.