Deborah J. Kissire
OMNICOM GROUPAbout Deborah J. Kissire
Deborah J. Kissire, age 67, has served as an independent director of Omnicom Group (OMC) since 2016. She chairs the Finance Committee and is a member of the Audit Committee. Kissire spent 36 years at EY in senior leadership roles including Vice Chair and Regional Managing Partner; she brings significant financial, accounting, tax, and risk oversight expertise, including cyber economic security advisory experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young) | Vice Chair and Regional Managing Partner; Americas Executive Board; Global Practice Group; U.S. Vice Chair of Sales & Business Development; National Director of Retail & Consumer Products Tax Services | 1979–2015 | Led growth of Mid-Atlantic practice; deep financial/accounting/tax risk oversight; cyber economic security advisory experience |
External Roles
| Organization | Role | Committee Positions |
|---|---|---|
| Cable One, Inc. | Director | Chair of Audit Committee |
| Axalta Coating Systems Ltd. | Director | Chair of Nominating & Corporate Governance; Member of Compensation Committee |
| Celanese Corporation | Director | Chair of Audit Committee; Member of Nominating & Corporate Governance Committee |
Board Governance
- Committee assignments: Finance Committee Chair; Audit Committee Member. Audit members are independent and financially literate; all except Mark D. Gerstein are “audit committee financial experts,” which includes Kissire .
- Independence: Board determined all non-management directors, including Kissire, are independent under NYSE rules and Omnicom’s Corporate Governance Guidelines .
- Attendance: 100% Board and committee attendance in 2024 for all directors; each director attended every meeting of the Board and committees on which they served; independent directors met in six executive sessions in 2024 .
- Committee meetings (2024): Audit (13), Compensation (8), Governance (6), Finance (7) .
- Engagement: Board and committees conduct annual self-evaluations overseen by the Governance Committee and Lead Independent Director; robust shareholder engagement noted in 2024 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Non-employee director retainer |
| Meeting fees | $2,000 per meeting | Board and Committee meetings; no international travel meeting fees in 2024 |
| Committee Chair fee (Finance) | $20,000 | Applies to Chairs; increased to $30,000 effective 1/1/2025 |
| Lead Independent Director fee | N/A to Kissire | LID fee $35,000; increased to $50,000 effective 1/1/2025 |
| Fees Earned or Paid in Cash (Kissire, 2024 total) | $188,000 | Includes retainer, meeting, and chair fees |
Performance Compensation
| Equity Award Feature | Details |
|---|---|
| Quarterly equity (fully vested common stock) | $43,750 grant date fair value per quarter in 2024; increased to $51,250 effective 1/1/2025 |
| Stock awards (Kissire, 2024 total) | $175,000 aggregate grant date fair value; all stock awards fully vested as of 12/31/2024 |
| Deferral elections | Directors may defer shares; in 2024 each director other than Ms. Rice deferred all common stock payable (includes Kissire) |
| Performance metrics tied to director equity | None disclosed; director equity is time-based fully vested stock, not performance-contingent |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Cable One, Inc. | Audit Chair | Board independence affirmed; no related-party disclosures requiring Item 404 reported; audit committee independence maintained |
| Axalta Coating Systems Ltd. | Nominating & Governance Chair; Compensation Member | No compensation committee interlocks or insider participation requiring Item 404 disclosure for Omnicom’s Compensation Committee in 2024 |
| Celanese Corporation | Audit Chair; Nominating & Governance Member | Overboarding policy allows up to 3 other public boards for non-employee directors; Kissire is at the cap but in compliance |
Expertise & Qualifications
- Financial/accounting/tax risk expertise; audit committee financial expert qualification implied (all audit members except Gerstein); cyber economic security advisory experience; strategic growth leadership at EY .
Equity Ownership
| Holder | Number of Shares Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Deborah J. Kissire | 22,554 | — | 22,554 | <1% |
- Director stock ownership guidelines: must own Omnicom stock equal to ≥5x annual cash retainer within 5 years; as of 12/31/2024, all directors with ≥5 years of service were in compliance (Kissire joined in 2016) .
- Hedging and pledging: Board policy prohibits hedging Omnicom equity and pledging or margin transactions by directors/executives; any potential exceptions require pre-clearance .
Governance Assessment
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Strengths
- Deep financial and audit oversight expertise; Chair of Omnicom’s Finance Committee and member of Audit Committee; qualifies as audit committee financial expert cohort .
- Strong independence profile with Board review of director-affiliated transactions deeming them immaterial; 100% attendance in 2024 indicates high engagement .
- Alignment mechanisms: quarterly equity grants and mandatory stock ownership guidelines; 2024 deferral of equity enhances long-term orientation .
- Robust risk oversight experience (finance, accounting, tax, cyber) and external audit leadership roles at other boards .
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Watchpoints
- Overboarding proximity: holds three other public company directorships; at Omnicom’s cap for non-employee directors (≤3). While in compliance, time-commitment risk should be monitored, especially given committee chair roles elsewhere .
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Red flags
- No related-party transactions requiring Item 404 disclosure; no hedging/pledging permitted by policy; no pension benefits or additional perquisites for directors; no performance-based director pay that could bias oversight .