Sector: Communication
OMNICOM GROUP INC · Meeting: May 5, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2011 with strong qualifications as Lead Independent Director and Audit Chair; OMC's 3-year return of -7.8% is negative but outperforms the disclosed compensation peer group median by +18.3pp, well below the 20pp trigger threshold for a negative-TSR company, so no TSR trigger fires; no overboarding, attendance, or independence concerns.
Director since 1993 with extensive governance experience; peer-group TSR trigger does not fire (OMC outperforms peer median by +18.3pp); no overboarding (currently holds no other public company board seats after Hess was acquired), attendance, or independence concerns.
Director since 2022 with strong M&A and legal expertise; peer-group TSR trigger does not fire; no overboarding, attendance, or independence concerns; the proxy notes he is not designated an audit committee financial expert but is financially literate, which is acceptable given the other experts on the committee.
Director since 2018 with international finance and infrastructure investment expertise; peer-group TSR trigger does not fire; no overboarding, attendance, or independence concerns.
Director since 2016 with 36-year EY career providing deep financial and audit expertise; serves on three other public company boards (Cable One, Axalta, Celanese), which is within the policy limit of four total seats for a non-executive director; peer-group TSR trigger does not fire; no attendance or independence concerns.
Director since November 2025 (less than 24 months), so the TSR trigger exemption applies; serves as Omnicom Co-President and Co-COO, which is a non-independent executive role, but he does not sit on any audit or compensation committee, so no independence policy conflict exists.
Director since 2017 with strong CEO and CFO experience at TEGNA; peer-group TSR trigger does not fire; holds one outside public company board seat (United Rentals); no overboarding, attendance, or independence concerns.
Director since November 2025 (less than 24 months), so the TSR trigger exemption fully applies; brings relevant digital marketing and industry expertise; no overboarding, attendance, or independence concerns.
Director since 2022 with legal, regulatory, and automotive industry experience; peer-group TSR trigger does not fire; holds two other public company board seats (Frontier Group Holdings, Portland General Electric), within the policy limit; no overboarding, attendance, or independence concerns.
Director since 2000 with advertising and brand management expertise; peer-group TSR trigger does not fire; holds one outside public company board seat (Enova International); note that Johnson Publishing filed for Chapter 7 bankruptcy in 2019, but this is a business outcome at a private company and does not constitute a disqualifying governance flag under policy; no overboarding, attendance, or independence concerns.
Director since January 2024 (approximately 28 months), just outside the 24-month exemption window; however, peer-group TSR trigger does not fire given OMC outperforms its peer group median by +18.3pp; brings valuable technology and cybersecurity expertise; no overboarding, attendance, or independence concerns.
Director since 2016 with 35-year EY audit career and designated audit committee financial expert; serves on two other public company boards (Devon Energy, DTE Energy), within the policy limit; peer-group TSR trigger does not fire; no overboarding, attendance, or independence concerns.
Director and CEO since 1993; as an executive director he is subject to the same TSR trigger as other directors, but the peer-group TSR trigger does not fire (OMC outperforms its disclosed compensation peer median by +18.3pp over 3 years); the proxy discloses that his brother Christopher Wren is employed at Omnicom with 2025 compensation of $243,160, which is a related-party relationship but involves a non-senior management employee and is not a disqualifying familial relationship under policy; no overboarding concerns as an executive director.
Director since November 2025 (less than 24 months), so the TSR trigger exemption fully applies; brings deep CFO and financial expertise from Fortune Brands and Hanesbrands; no overboarding, attendance, or independence concerns.
All 14 director nominees receive a FOR vote. The key TSR test uses Omnicom's disclosed compensation peer group (7 companies including WPP, ACN, ADP, CTSH, DXC, TRI, and Paramount Skydance), under which OMC's 3-year return of -7.8% outperforms the peer median of -26.1% by +18.3pp — well below the 20pp trigger threshold that applies when absolute TSR is negative. No directors are overboarded under the policy's 4-seat limit. Attendance was 98% for the group and each director individually exceeded 75%. Three directors (Krakowsky, Moore, Wyatt) joined in November 2025 and are fully exempt from the TSR trigger under the 24-month new-director rule.
CEO
John D. Wren
Total Comp
$69,865,846
Prior Support
90%%
The CEO's reported total compensation of $69,865,846 for 2025 is extremely high in isolation, but this figure is almost entirely a single large stock option grant (4,000,000 options at $77.60 strike) that is explicitly designed to cover 3.5 years of compensation through 2028 — the company describes the four-year average as approximately $17.4 million annually, which is more in line with historical CEO pay of ~$20.9 million per year. Because this is a single large award reported all at once rather than annual pay, the aggregate figure overstates annual compensation and should be evaluated on an annualized basis. The pay structure is highly favorable from a shareholder-alignment standpoint: the CEO reduced his base salary to $1, forfeited all cash and equity incentive pay through 2028, and will receive zero value from the stock options unless the share price rises above $77.60. For non-CEO executives, the incentive plan uses a reasonable mix of quantitative metrics (organic growth, adjusted EPS growth, adjusted EBITA margin, and peer comparisons) plus qualitative assessment tied to the IPG integration, with 50% of the award variable and performance-linked; prior year say-on-pay received 90% shareholder support, well above the 70% threshold requiring a response.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include the auditor fee table in the text provided, so the non-audit fee ratio cannot be calculated; per policy, the tenure trigger requires confirmed data to fire and tenure is not disclosed in the provided text, so neither the fee ratio nor tenure trigger can be applied. KPMG is a Big 4 firm fully appropriate for a company of Omnicom's size and complexity ($22.9B market cap, global operations), and no material financial restatements are disclosed. The default vote is FOR in the absence of confirmed trigger data.
Omnicom's 2026 annual meeting presents a clean ballot with FOR votes across all three proposals. The director slate benefits from a favorable peer-group TSR comparison (OMC outperforms its own disclosed compensation peers by +18.3pp over 3 years despite a negative absolute return), strong attendance, and no overboarding violations; the CEO compensation program, while reporting an unusually large number due to a 3.5-year front-loaded stock option grant, is structured to fully align pay with stock price performance and received 90% shareholder support in 2025. No stockholder proposals were submitted for the 2026 meeting.
7 companies disclosed in 2026 proxy filing
