Gracia C. Martore
OMNICOM GROUPAbout Gracia C. Martore
Gracia C. Martore, age 73, is an independent director of Omnicom Group Inc. (OMC) since 2017 and currently serves as Chair of the Compensation Committee and a member of the Audit Committee . She is the former President and CEO of TEGNA Inc. (formerly Gannett), after a 32-year career there including CFO roles, and previously spent 12 years in banking—experience that underpins strong financial, operational, and media-industry credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TEGNA Inc. | President & CEO | Oct 2011–Jun 2017 | Led strategic transformation; doubled broadcast portfolio; acquired full ownership of Cars.com; executed spin into two public companies |
| TEGNA Inc. | President & COO | 2010–2011 | Senior operating leadership |
| TEGNA Inc. | EVP & CFO | 2005–2010 | Financial leadership through industry disruption |
| TEGNA Inc. | SVP & CFO | 2003–2005 | Financial leadership |
| Banking industry | Various roles | ~12 years | Financial and capital markets expertise |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| United Rentals, Inc. | Independent Director | Current | Chair, Compensation; Member, Audit |
| FM Global | Director | Current | Chair, Audit Committee |
| The Associated Press | Chair | Current | Chair, Compensation Committee |
| WestRock Company (now Smurfit WestRock) | Director | Within last 5 years | Director |
| United Rentals | Beneficial Owner | As of Mar 14, 2025 | 7,179 shares owned (<1%) |
Board Governance
- Independence: The OMC Board determined all non-management directors, including Martore, are independent under NYSE rules and corporate guidelines; any ordinary-course dealings with director-affiliated entities were deemed immaterial and did not impair independence .
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee—both comprised solely of independent directors .
- Attendance and engagement: 100% attendance at Board and committee meetings in 2024; independent directors held six executive sessions, presided over by the Lead Independent Director .
- Overboarding and structure: OMC’s overboarding policy limits non-employee directors to ≤3 other public company boards; the Board reviews compliance annually and all directors were in compliance .
- Shareholder engagement: In fall 2024, OMC reached out to holders of 70% of outstanding shares and engaged with investors representing 26%; feedback on governance and compensation was shared with the full Board .
Fixed Compensation
| Component | Policy Detail | Gracia C. Martore – FY2024 |
|---|---|---|
| Annual cash retainer | $90,000 | Included in fees |
| Meeting fees | $2,000 per Board/Committee meeting; $10,000 for in-person international Board meetings (none paid in 2024) | Included in fees |
| Chair/Lead fees | $20,000 per committee chair; $35,000 Lead Independent Director; effective 1/1/2025 increased to $30,000 chair and $50,000 LID | Martore receives Compensation Chair fee |
| Equity retainer | Fully vested common stock $43,750 per quarter in 2024; increased to $51,250 per quarter effective 1/1/2025 | $175,000 stock awards in 2024 |
| Total FY2024 | Cash fees; Stock awards | $190,000 fees; $175,000 stock; $365,000 total |
Performance Compensation
- Director equity program: Quarterly, fully vested common stock grants ($43,750 per quarter in 2024; rising to $51,250 per quarter in 2025), designed to align director interests with shareholders; directors may elect to defer shares .
- Compensation Committee’s executive pay design (overseen by Martore):
- Annual Incentive Award metrics and weights:
- Peer metrics (40%): ROE (40%), organic growth (20%), adjusted operating margin (20%), organic growth + adjusted operating margin (20%) .
- OMC internal targets (40%): Adjusted diluted EPS growth (33⅓%), Adjusted EBITA margin (33⅓%), organic growth (33⅓%) .
- Qualitative metrics (20%): individual performance against role and strategy .
- 2024 weighted outcomes (illustrative of framework): Peer Weighted Score 76.0%; Performance Weighted Score 67.3%; Qualitative 20.0%; Combined 163.3% used to determine Annual Incentive Awards (with committee discretion for adjustments) .
- Annual Incentive Award metrics and weights:
| Metric Category | Measure | Weight | 2024 Outcome/Rank | Multiplier | Weighted score |
|---|---|---|---|---|---|
| Peer | ROE | 40% | 37.9%, Rank 1 | 2.00 | 0.800 |
| Peer | Organic Growth | 20% | 5.2%, Rank 2 | 1.50 | 0.300 |
| Peer | Adjusted Operating Margin | 20% | 15.0%, Rank 1 | 2.00 | 0.400 |
| Peer | Organic Growth + Adjusted Operating Margin | 20% | 20.2%, Rank 1 | 2.00 | 0.400 |
| Internal | Adjusted Diluted EPS growth | 33⅓% | Achieved within range | 1.80 | 0.600 |
| Internal | Adjusted EBITA margin | 33⅓% | Achieved within range | 1.25 | 0.417 |
| Internal | Organic Growth | 33⅓% | Achieved within range | 2.00 | 0.667 |
| Qualitative | Role/strategy execution | 20% | Achieved | N/A | 20.0% |
Additional governance safeguards under her committee:
- Clawback policy compliant with SEC and NYSE listing rules; prohibits hedging and pledging of company equity .
- Strong say-on-pay support: >90% votes cast in favor at 2024 Annual Meeting, reflecting shareholder support for program design .
Other Directorships & Interlocks
| Relationship | Potential Interlock/Conflict Assessment |
|---|---|
| OMC ordinary-course transactions with director-affiliated entities | Board determined such dealings were immaterial and did not impair independence; continued designation of independence for non-management directors |
| Overboarding limits | OMC policy restricts external board seats; annual review confirmed compliance |
Expertise & Qualifications
- CEO-level leadership through industry disruption (TEGNA), including portfolio expansion, major acquisitions, and public-company separation, offering strategic transformation capabilities for OMC .
- Deep financial, accounting, and risk management experience from CFO roles and banking tenure, directly leveraged in her roles as Compensation Chair and Audit Committee member .
- Media buying perspective and local media expertise valuable to OMC’s client-centric operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gracia C. Martore (OMC) | 23,335 | <1% | Includes deferred director shares (20,737) under outside director equity plan |
| Directors/Officers as a group (OMC, 14 persons) | 1,971,661 | 1.0% | Aggregated beneficial ownership |
| Gracia C. Martore (United Rentals) | 7,179 | <1% | Direct ownership |
- Stock ownership guidelines: OMC requires directors to hold ≥5x annual cash retainer within five years; directors with ≥5 years of service were in compliance as of Dec 31, 2024 (includes Martore) .
- Hedging/pledging: OMC policies prohibit hedging and pledging of company equity .
Governance Assessment
- Strengths
- Independent status, 100% attendance, and active executive sessions support strong oversight and board effectiveness .
- As Compensation Chair, Martore oversees a metrics-driven, performance-aligned executive pay program with clear quantitative measures and clawback/anti-hedging safeguards; shareholder support (>90%) reinforces confidence .
- Ownership alignment through director equity and compliance with stringent 5x retainer ownership guidelines .
- Watch items
- Increased director equity and chair fees effective 2025 modestly raise fixed board pay—monitor for pay escalation against peers and performance outcomes .
- Pending IPG acquisition heightens complexity; as Compensation Chair and Audit member, Martore’s workload and oversight demands will be elevated—monitor committee bandwidth and continued alignment of pay metrics to post-merger priorities .
- External commitments (URI, FM Global, AP) are within OMC’s overboarding limits; continued compliance and time allocation should be monitored as strategic transactions proceed .