Cassandra Santos
OMNICOM GROUPAbout Cassandra Santos
Cassandra Santos, age 55, has served as an independent director of Omnicom Group since 2024 and is a member of the Finance Committee . She is currently Chief Technology Officer of Caliber (since Jan 2025); previously she was CIO of Asurion (2021–Feb 2024), led business process innovation at AllianceBernstein (2019–2021), and served as CIO of General Atlantic (2014–2019); earlier she was a strategic consultant at McKinsey & Company/MIO Partners and began her career at NASA supporting >20 space shuttle missions . The Board has determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caliber | Chief Technology Officer | Jan 2025–present | Technology strategy leadership |
| Asurion | Chief Information Officer | 2021–Feb 2024 | Reduced supply chain losses, increased tech cost efficiency; pioneered AI (AI-powered call center platform) |
| AllianceBernstein | Head of Business Process Innovation | 2019–2021 | Developed M&A strategy for executive team |
| General Atlantic | Chief Information Officer | 2014–2019 | Led global technology; PE/M&A experience relevant to Finance Committee |
| McKinsey & Company / MIO Partners | Strategic consultant | Not disclosed (prior to 2014) | Advised on technology innovation and strategy |
| NASA | Mission support (over 20 shuttle missions) | Early career | Supported MIR docking and Hubble repair missions |
External Roles
| Organization | Role | Type | Tenure |
|---|---|---|---|
| DTE Energy Co. | Director | Public company | Current (as of 2025 proxy) |
| Greater Nashville Technology Council | Board Chair | Non-profit/industry | Current |
| Horizon Blue Cross Blue Shield of New Jersey | Director | Mutual/health insurer | Current |
| Nashville Electric Service Board | Board member | Municipal utility | Current |
| Advisory boards: Zoom, AWS, Moveworks, Box, Agio, Masergy, Appirio, CDI | Advisor | Private/advisory | Served or serving; dates not disclosed |
Board Governance
- Committee assignments: Finance Committee member; not a chair. The Finance Committee met 7 times in 2024 .
- Independence: The Board determined all non-management directors, including Santos, are independent under NYSE rules and Omnicom’s Corporate Governance Guidelines .
- Attendance and engagement: In 2024, attendance at Board and committee meetings was 100% for directors as a group; each director attended every meeting on which they served, and all directors attended the 2024 Annual Meeting of Shareholders .
- Tenure: Joined the Board and Finance Committee effective January 1, 2024 .
- Overboarding policy & compliance: Non-employee directors may serve on no more than three other public company boards; the Board reviews annually and reported all directors were in compliance. Santos serves on one other public company board (DTE Energy) .
- Executive sessions: Independent directors met in executive session six times in 2024, presided over by the Lead Independent Director .
Fixed Compensation
| Component | 2024 |
|---|---|
| Annual cash retainer ($) | $90,000 |
| Per-meeting fee ($) | $2,000 per Board and Committee meeting |
| International Board meeting fee ($) | $10,000 if applicable; none paid in 2024 |
| Chair/LID fees | Chair fees apply only to committee chairs and LID (not applicable to Santos as a member) |
| Cash fees earned 2024 ($) | $126,000 (retainer + meeting fees) |
| Other cash/pension | No other compensation; no director pension |
Performance Compensation
| Element | 2024 | 2025 Policy (effective Jan 1, 2025) |
|---|---|---|
| Quarterly stock grant ($) | $43,750 per quarter | $51,250 per quarter |
| Total annual stock grant ($) | $175,000 (4 × $43,750) | $205,000 implied (4 × $51,250) |
| Vesting | Fully vested at grant | Fully vested at grant (program unchanged) |
| Deferral election | Each director other than Ms. Rice elected to defer all 2024 stock; applies to Santos | Directors may elect to defer shares; policy unchanged |
- 2024 director compensation mix (Santos): Cash $126,000 vs. Stock $175,000 → ~42% cash / ~58% equity, aligning director interests with shareholders .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| DTE Energy Co. | Director | Also on DTE’s board: Omnicom director Valerie M. Williams, creating an external board interlock among two OMC directors . |
Expertise & Qualifications
- Highest-level technology expertise spanning cybersecurity, digital transformation, and AI; deep understanding of the shifting technology landscape and associated risks/opportunities for strategy oversight .
- Finance/PE and M&A experience (AllianceBernstein, General Atlantic) valuable to Finance Committee oversight of acquisitions/divestitures in e-commerce and digital technologies .
- Early NASA mission support and strategic consulting background provide strong operational/analytical credentials relevant to risk and technology governance .
Equity Ownership
| Metric | Mar 1, 2024 | Mar 5, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 505 | 2,502 |
| Percent of shares outstanding | <1% | <1% |
| Deferred shares included | 505 deferred shares | 596 deferred shares |
| Options exercisable within 60 days | — | — |
| Pledging/Hedging | Company policy prohibits director hedging and pledging of Omnicom equity securities | Company policy prohibits director hedging and pledging of Omnicom equity securities |
| Director ownership guideline | 5× annual cash retainer within 5 years of joining Board | 5× annual cash retainer within 5 years of joining Board |
Notes: Outstanding shares were 198,001,614 (Mar 1, 2024) and 196,556,298 (Mar 5, 2025) for percent calculations; Santos’ reported percentage is “*” (less than 1%) in both years .
Governance Assessment
- Strengths: Independent director with 100% attendance at Board/committee meetings in 2024 (as part of a fully attending Board), bringing scarce technology, cybersecurity, AI, and M&A expertise aligned to Omnicom’s strategic focus and Finance Committee remit .
- Alignment and incentives: Compensation tilted toward equity (≈58% equity in 2024) with quarterly, fully vested stock and ability to defer; ownership guidelines require 5× cash retainer within 5 years, and Santos is building holdings (2,502 shares as of Mar 5, 2025), with deferrals indicating long-term alignment .
- Policies/controls: Robust clawback policy (SEC- and NYSE-compliant), prohibitions on hedging and pledging, and strong Board/committee evaluation practices support governance quality .
- Potential risk indicators to monitor (not current breaches):
- External interlock: Santos and fellow OMC director Valerie M. Williams both serve on DTE Energy’s board, which can create overlapping networks; no compensation committee interlocks disclosed, and independence affirmed by the Board .
- Advisory roles with large technology vendors (e.g., AWS, Zoom) while Omnicom partners with major tech firms; Board disclosed ordinary-course transactions with director-affiliated entities were not material and did not impair independence .
- Overall view: High board effectiveness signal driven by independence, attendance, and relevant expertise; ownership ramping as a newer director; monitor interlocks and any future related-party exposures, with existing policies mitigating key alignment risks .