Daryl D. Simm
OMNICOM GROUPAbout Daryl D. Simm
President and Chief Operating Officer of Omnicom Group since November 1, 2021; previously CEO of Omnicom Media Group for more than two decades after joining Omnicom in 1998; earlier career at Procter & Gamble as General Manager of P&G Productions and VP of Worldwide Media. At appointment, age 60; tenure in current role began November 1, 2021. Company performance context under his senior leadership: 2024 ROE 37.9%, organic revenue growth 5.2%, adjusted operating margin 15.0%, OMC TSR value rose to $127.36 from a fixed $100 baseline, and net income was $1,480.6 million.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omnicom Media Group (OMG) | CEO | 1998–2021 (more than two decades) | Built and scaled OMD, PHD, Hearts & Science; co-led Omni operating system deployed to 40,000+ employees and hundreds of clients. |
| Procter & Gamble | General Manager, P&G Productions; VP, Worldwide Media | — | Senior media leadership at a blue‑chip CPG, foundation for OMG build‑out. |
External Roles
- Not disclosed in the proxy filings or 8‑K excerpts reviewed.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 992,708 | 1,000,000 | 1,000,000 |
| Stock Awards – PRSUs, grant-date fair value ($) | 4,749,999 | 5,000,028 | 5,000,016 |
| Annual Incentive – Cash Portion ($) | 5,000,000 | 3,900,000 | 500,000 |
| Annual Incentive – Equity Portion ($) | — | 1,100,000 | 4,500,000 |
| All Other Compensation ($) | 24,412 | 20,845 | 24,968 |
| Total ($) | 10,767,119 | 11,020,873 | 11,024,984 |
Base salaries in 2024: CEO $1,000,000; President & COO $1,000,000; CFO $950,000; others per table; Simm’s salary unchanged in 2024.
Performance Compensation
Annual Incentive Structure (FY 2024)
| Component | Weight | Metric Details | Result/Score |
|---|---|---|---|
| Peer Metrics | 40% | ROE (40%), organic growth (20%), adjusted operating margin (20%), organic growth + adjusted operating margin (20%) vs WPP, Publicis, IPG | Peer Weighted Score: 76.0% |
| Company Performance | 40% | Adjusted diluted EPS growth (33⅓%), adjusted EBITA margin (33⅓%), organic growth (33⅓%) vs internal targets | Performance Weighted Score: 67.3% |
| Qualitative | 20% | Individual performance vs role expectations | Achieved at target (20%) |
| Combined Score | 100% | Weighted sum | 163.3% |
| FY 2024 Incentive Outcome | Target ($) | Combined Score | Calculated Earned ($) | Committee Adjustment ($) | Final Award ($) | Paid Mix (Cash/Options/RSUs) |
|---|---|---|---|---|---|---|
| Daryl D. Simm | 3,700,000 | 163.3% | 6,043,000 | (1,043,000) | 5,000,000 | $500,000 cash; $2,250,000 options; $2,250,000 RSUs |
Committee elected to deliver all or part of 2024 Annual Incentive in equity (options vest pro‑rata over 3 years; RSUs over 5 years).
Long-Term Performance Awards (PRSUs)
| Grant Date | Instrument | Performance Period | Target (#) | Max (#) | Metric | Vesting Rule |
|---|---|---|---|---|---|---|
| 05/06/2024 | PRSUs | 2024–2026 | 35,680 | 53,654 | Relative ROE vs Peer Metric Group | Rank 1–2: 100% vest; 3rd: 67%; 4th: 34%; also service requirement through each calendar year‑end; death/disability acceleration; full vesting if not assumed in CoC. |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership | 73,708 shares; <1% of outstanding. |
| Unvested RSUs at 12/31/2024 | 37,358 units; market value $3,214,282 (at $86.04). |
| Unearned PRSUs at 12/31/2024 | 169,753 units; payout value $14,605,548 (at $86.04, assumes max performance). |
| Stock Ownership Guidelines | President & COO must hold stock equal to 6x base salary; Simm in compliance as of 12/31/2024. |
| Hedging Policy | Prohibits directors/NEOs/network CEOs from hedging Omnicom equity (e.g., swaps, collars, exchange funds ≥10% OMC). |
| Pledging/Margin Policy | Prohibits pledging OMC equity or margin transactions; no borrowing against accounts holding OMC equity. |
| Insider Trading Policy | Code governs trading; blackout compliance; prohibits use/sharing of MNPI. |
RSU Vesting Schedule (as of 12/31/2024)
| Vest Date | Shares Scheduled to Vest |
|---|---|
| Aug 15, 2025 | 10,989 |
| Aug 15, 2025 | 7,501 |
| Aug 15, 2025 | 3,789 |
| Aug 15, 2026 | 7,501 |
| Aug 15, 2026 | 3,789 |
| Aug 15, 2027 | 3,789 |
Stock awards vested in 2024: 23,876 RSUs; value realized $2,296,871; no stock options exercised.
Employment Terms
- SERCR Plan: Annual payments of $1,537,500 for 15 years (subject to up to 2.5% COLA annually beginning 2024) upon death, disability, termination without cause, retirement, or voluntary termination; forfeiture for “Cause”; payments conditioned on compliance with restrictive covenants (non‑compete, non‑solicit, non‑disparagement, consulting obligations).
- Equity treatment on Change in Control: No single or double‑trigger acceleration in current awards; if unvested equity is not assumed/substituted, it vests in full.
- Executive life insurance: Company‑paid policy provides $1,000,000 death benefit for Simm.
Potential Payments Table (as of 12/31/2024; stock price $86.04)
| Scenario | SERCR ($) | PRSU/RSU ($) |
|---|---|---|
| Death | 1,537,500 | 7,847,708 |
| Disability | 1,537,500 | 4,798,230 |
| For Cause Termination | — | — |
| Termination without Cause | 1,537,500 | — |
| Retirement | 1,537,500 | — |
| Voluntary Termination | 1,537,500 | — |
| Change in Control (assumed/substituted) | — | — |
Performance & Track Record
- Company achievements in 2024 include multiple industry leadership awards (Holding Company of the Year; Effie Index Most Effective Holding Group; Forrester Wave leader in Commerce Services after Flywheel acquisition), reflecting execution across agencies and commerce capabilities.
- Quantitative context: 2024 ROE 37.9% (ranked 1 among peers for ROE and adjusted operating margin), organic growth 5.2%, adjusted operating margin 15.0%, combined peer weighted score 76.0% and performance weighted score 67.3%.
- Pay‑versus‑performance: OMC TSR $127.36 vs Peer Group TSR $172.47; net income $1,480.6 million.
Compensation Peer Group (Benchmarking) and Peer Metric Group
- Compensation Committee benchmarking peer group (unchanged in 2024): Accenture, ADP, Cognizant, DXC Technology, Interpublic Group, Paramount Global, Thomson Reuters, WPP.
- Peer Metric Group for performance comparisons (used in annual incentive and PRSUs): WPP plc, Publicis Groupe SA, Interpublic Group of Companies, Inc.
Say‑on‑Pay & Shareholder Feedback
- 2023 say‑on‑pay approval exceeded 93% of votes cast; ongoing shareholder outreach (invited holders of 70% of shares; engaged with holders of 22%).
Compensation Structure Analysis
- Shift to equity delivery of annual incentives: 2024 award paid predominantly in stock options and RSUs for senior NEOs, increasing long‑term alignment and adding vesting over 3–5 years, which moderates near‑term selling pressure.
- PRSUs use a single, relative ROE metric across three‑year periods, reinforcing capital efficiency and shareholder return focus; maximum share counts disclosed (e.g., 53,654 max for Simm in 2024 grant).
- Clawback policy compliant with SEC Rule 10D‑1 and NYSE listing standards (3‑year lookback for restatements); hedging and pledging prohibited, reducing misalignment risk.
Equity Ownership & Alignment — Additional Detail
| Category | Count/Value |
|---|---|
| RSUs Unvested (#) | 37,358 |
| RSUs Market Value ($) | 3,214,282 |
| PRSUs Unearned (#) | 169,753 |
| PRSUs Market/Payout Value ($) | 14,605,548 (assumes max performance) |
| Options Outstanding | None disclosed for Simm at year‑end 2024; options granted as part of 2024 incentive vest pro‑rata over 3 years. |
Employment & Contracts
- Appointment as President & COO effective November 1, 2021.
- No separate employment agreement terms disclosed beyond plan participation (SERCR, incentive plans) and company‑wide policies.
Investment Implications
- Strong pay‑for‑performance alignment: majority of Simm’s variable pay ties to multi‑metric annual incentive (peer‑relative and internal targets) plus three‑year PRSUs on relative ROE; 2024 incentive largely equity‑settled, creating multi‑year vesting and retention hooks.
- Retention risk mitigated by SERCR annuity and substantial unvested equity (RSUs and PRSUs) with clear vesting calendars; hedging/pledging bans and ownership guidelines (6x salary) enforce skin‑in‑the‑game.
- Trading signals: 2024 showed no option exercises and RSU vesting of ~23.9k shares; forward vesting cadence (Aug 2025–2027) may create periodic liquidity events but equity‑heavy incentive structure reduces immediate selling pressure.
- Execution track record: leadership across OMG and Omni, coupled with 2024 ROE leadership and healthy margins, supports continued discipline on capital efficiency (ROE) and organic growth focus embedded in incentive design.