OMNICOM GROUP INC.
For the period ended Jan 28, 2026. Filed Dec 22, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 28, 2026 · Filed Dec 22, 2025
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Contents
Pay Versus Performance Table
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years in the five-year period ended December 31, 2024, and our financial performance for each such fiscal year:
| Year · SummaryCompensationTable Totalfor PEO($) · CompensationActuallyPaid to PEO($)(1) · AverageSummaryCompensationTable Totalfor Non-PEONEOs($) · AverageCompensationActually Paidto Non-PEONEOs($)(1) · Value of Initial Fixed $100Investment Based on: · Net Income($) · Return onEquity(3) | ||||||||
|---|---|---|---|---|---|---|---|---|
| TotalShareholderReturn($) · Peer Group TotalShareholderReturn($)(2) | ||||||||
| 2024 | 21,673,595 | 23,662,700 | 6,108,608 | 6,476,397 | 127.36 | 172.47 | 1,480,600,000 | 37.9% |
| 2023 | 20,150,620 | 24,757,884 | 7,028,000 | 7,810,003 | 124.27 | 150.97 | 1,391,400,000 | 40.5% |
| 2022 | 20,679,168 | 24,500,414 | 7,771,045 | 8,841,167 | 113.42 | 127.21 | 1,316,500,000 | 40.4% |
| 2021 | 19,981,715 | 28,011,719 | 7,294,539 | 8,650,622 | 98.01 | 139.44 | 1,407,800,000 | 44.3% |
| 2020 | 11,147,799 | 14,522,809 | 2,569,825 | 3,475,738 | 80.42 | 91.93 | 945,400,000 | 31.8% |
(1)Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
| Year | PEO | Non-PEO NEOs | |
| 2024 | John Wren | Daryl Simm, Philip Angelastro, Louis Januzzi and Rochelle Tarlowe | |
| 2023 | John Wren | Daryl Simm, Philip Angelastro, Jonathan Nelson and Louis Januzzi | |
| 2022 | John Wren | Daryl Simm, Philip Angelastro, Jonathan Nelson and Michael O’Brien | |
| 2021 | John Wren | Daryl Simm, Philip Angelastro, Jonathan Nelson and Michael O’Brien | |
| 2020 | John Wren | Philip Angelastro, Jonathan Nelson, Michael O’Brien and Rochelle Tarlowe |
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as set forth in the table below, and determined in accordance with SEC rules. The dollar amounts shown do not reflect the value of vested compensation actually received by our NEOs during the applicable year. Instead, the dollar amounts also include the values of unvested and vested equity awards during the applicable year based on year-end stock prices, various accounting valuation assumptions and projected performance related to our PRSUs. “Compensation actually paid,” determined in accordance with SEC rules, will generally fluctuate due to stock price achievement and varying levels of projected and actual achievement of performance goals applicable to our PRSUs. For a discussion of how our Compensation Committee assesses performance and our NEOs’ pay each year, please see the Compensation Discussion & Analysis section of the proxy statements reporting pay for the applicable fiscal years.
| Adjustments | 2024 | |
|---|---|---|
| PEO | AverageNon-PEONEOs | |
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $ (7,000,060) | $ (2,612,535) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End(4) | $ 6,186,019 | $ 2,337,316 |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $ (81,595) | $ (31,484) |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $ 720,271 | $ 177,487 |
| Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $ 2,164,470 | $ 497,005 |
| TOTAL ADJUSTMENTS | $ 1,989,105 | $ 367,789 |
(2)Represents the cumulative TSR (the “Peer Group TSR”) for the following peer companies for each fiscal year: The Interpublic Group of Companies, Inc., WPP plc and Publicis Groupe SA.
(3)Return on Equity is a non-GAAP measure and is calculated by dividing our total net income for the applicable fiscal year, as reported in our consolidated financial statements contained in our Annual Report on Form 10-K for the applicable fiscal year, by our average shareholders’ equity for such fiscal year. Average shareholders’ equity for a fiscal year is determined by averaging our fiscal year-end shareholders’ equity and our prior fiscal year-end shareholders’ equity, as reported in our consolidated financial statements contained in our Annual Report on Form 10-K for the applicable fiscal year.
40 2026 Proxy Statement
(4)Amount includes both (i) the fair value of the awards granted in 2024, as reported in the Summary Compensation Table for 2024 on page 32, that remain unvested as of 2024 fiscal year-end, determined as of 2024 fiscal year-end, and (ii) the incremental change in the value of the portion of the Annual Incentive Award for performance in 2023 that the Compensation Committee elected to pay in RSUs, as reflected in the Summary Compensation Table for 2024.
Narrative Disclosure to Pay Versus Performance Table
Relationship Between Financial Performance Measures
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income and (iv) our return on equity, in each case, for the fiscal years in the four-year period ended December 31, 2024.
(1)Net income for 2021 includes $50.5 million related to a gain on the disposition of a subsidiary in the second quarter of the year. Net income for 2022 includes a pre-tax charge of $113.4 million in operating expenses related to the effects of the war in Ukraine, resulting in an additional $4.8 million of income tax expense. For 2023, the net impact of real estate repositioning costs, a gain on disposition of subsidiaries and acquisition transaction costs reduced net income by $102.6 million. For 2024, the impact of repositioning costs, primarily related to severance and acquisition transaction costs, reduced net income by $56.0 million.
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Pay Versus Performance Tabular List
We believe the following performance measures represent the most important financial performance measures used by us to determine compensation actually paid to our NEOs for the fiscal year ended December 31, 2024:
■ Return on Equity;
■ Organic Growth;
■ Adjusted Operating Margin;
■ Adjusted Diluted EPS Growth; and
■ Adjusted EBITA Margin.
For additional details regarding our most important financial performance measures, please see the section titled “Performance-Based Compensation Awards” in our Compensation Discussion and Analysis elsewhere in this Proxy Statement.
42 2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.