Leonard S. Coleman, Jr.
OMNICOM GROUPAbout Leonard S. Coleman, Jr.
Leonard S. Coleman, Jr. is 76 and has served on Omnicom’s Board since 1993; he is Chair of the Governance Committee and a member of the Compensation Committee, and is classified as an independent director under NYSE rules . His background includes senior leadership in Major League Baseball (President of the National League, Senior Advisor to MLB), prior government service in New Jersey (Commissioner of Community Affairs and Energy), and municipal finance at Kidder, Peabody & Co., providing deep governance, risk, and finance expertise well-suited to his chair role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National League of Professional Baseball Clubs | President | 1994–1999 | Senior management experience, governance and risk oversight |
| Major League Baseball | Executive Director, Market Development | 1992–1994 | Strategic market development experience |
| Major League Baseball | Senior Advisor | 1999–2005 | Advisory role supporting league governance |
| ARENACO (subsidiary of Yankees/Nets) | Chairman | 2001–2002 | Leadership and operational oversight |
| Kidder, Peabody & Company | Municipal finance banker | Not disclosed | Finance expertise (public sector) |
| State of New Jersey | Commissioner, Dept. of Community Affairs; Commissioner, Dept. of Energy | Not disclosed | Budget oversight; state energy policy development |
| Hackensack Meadowlands Development Commission | Chairman | Not disclosed | Zoning and regulatory governance |
| NJ Housing & Mortgage Finance Agency | Chairman | Not disclosed | Public finance oversight |
| State Commission on Ethical Standards (NJ) | Vice Chairman | Not disclosed | Ethics standards governance |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Hess Corporation | Director | Current | Corporate Governance & Nominating; Environmental Health & Safety |
| Electronic Arts Inc. | Director | Served in last five years | Not disclosed |
| Santander Consumer USA Holdings Inc. | Director | Served in last five years | Not disclosed |
| Avis Budget Group | Director | Served in last five years | Not disclosed |
Board Governance
- Committee assignments: Governance Committee Chair and Compensation Committee member .
- Independence: The Board determined all non-management directors, including Mr. Coleman, are independent under NYSE rules and Omnicom’s guidelines; ordinary-course transactions with director-affiliated entities were not material and did not impair independence .
- Attendance and engagement: Directors achieved 100% attendance at Board and standing committee meetings in 2024; each director attended every meeting of the Board and their committees; all directors attended the 2024 annual shareholder meeting .
- Committee activity: Governance, Compensation, Audit, and Finance met 6, 8, 13, and 7 times, respectively, in 2024, indicating a robust cadence of oversight .
- Executive sessions: Independent directors met in executive session six times in 2024, presided over by the Lead Independent Director .
- Board evaluations: The Governance Committee leads annual Board and committee self-evaluations and recommends changes to committee structure, responsibilities, performance, and composition .
- Overboarding: Policy caps non-employee directors at three other public boards; the Board reports all directors are in compliance .
- Special transactions oversight: As Governance Chair, Mr. Coleman was one of the four standing committee chairs comprising the Transaction Committee formed in July 2024 to oversee negotiations for the pending IPG merger; the Transaction Committee met seven times in 2024 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 176,000 | 175,000 | 351,000 |
Notes:
- Annual Board cash retainer is $90,000 (included within cash fees) .
- Quarterly director stock grants had grant-date fair value of $43,750 per quarter; all director stock awards were fully vested as of Dec 31, 2024 .
- Directors received no other compensation; no director pension benefits .
- Director stock ownership guideline: ≥5× annual cash retainer within five years; all directors serving ≥5 years are in compliance .
Performance Compensation
| Program Element (for NEO Annual Incentive overseen by Compensation Committee) | Weight | Metrics |
|---|---|---|
| Peer Metrics | 40% | ROE; organic growth; adjusted operating margin; organic growth + adjusted operating margin |
| Internal Performance Metrics | 40% | Adjusted diluted EPS growth; adjusted EBITA margin; organic growth |
| Qualitative Metrics | 20% | Individual NEO performance |
As a Compensation Committee member, Mr. Coleman participates in oversight of these performance-weighted structures; the Committee is comprised solely of independent directors and reported no interlocks or insider participation requiring disclosure under Item 404 of Regulation S-K for 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Hess Corporation (Director; Governance & Nominating; EHS Committees) |
| Prior public boards (last five years) | Electronic Arts Inc.; Santander Consumer USA Holdings Inc.; Avis Budget Group |
| Compensation Committee interlocks | None; no member was a current/former Omnicom employee; no relationships requiring Item 404 disclosure; no reciprocal executive/director overlaps in 2024 |
Expertise & Qualifications
- Senior leadership in professional sports administration (National League President; MLB Senior Advisor), contributing to complex stakeholder governance and risk management experience .
- Public sector leadership in budgeting, energy policy, urban development, and ethics—useful for regulatory and ESG oversight .
- Municipal finance background at Kidder, Peabody & Co., adding capital markets and public finance fluency .
- Extensive public company board experience; proxy cites his breadth of leadership and board service as factors in his effectiveness as Governance Chair .
Equity Ownership
| Holder | Number of Shares Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Leonard S. Coleman, Jr. | 44,871 | — | 44,871 | <1% (“*”) |
Breakdown and policies:
- Includes 28,571 shares the payout of which has been deferred at the holder’s election (outside director equity plan) .
- Shares outstanding at March 5, 2025: 196,556,298 (percent rounded) .
- Hedging is prohibited for directors; pledging and margin transactions in Omnicom equity are prohibited for directors and executive officers .
- Section 16(a): All filing requirements complied with for the year ended Dec 31, 2024 .
- Director stock ownership guideline: ≥5× annual cash retainer; directors ≥5 years in service are in compliance (Mr. Coleman qualifies) .
Governance Assessment
- Strengths: Long-tenured independent director with deep governance and risk background; Governance Chair and Compensation Committee member; perfect attendance; active participation in executive sessions and annual evaluations; robust anti-hedging/anti-pledging policies; strong say-on-pay support (>90% approval in 2024), indicating shareholder confidence in compensation oversight .
- Alignment: Holds Omnicom equity and complies with director ownership guidelines; no Section 16(a) issues; no Item 404 related-party concerns for Compensation Committee members in 2024 .
- Potential red flags to monitor: Very long tenure (Director since 1993) can raise board refreshment and independence concerns for some investors despite continued independence determinations; ensures vigilance via structured refreshment, skill assessment, and overboarding compliance noted by the Board .
- Transaction oversight: As Governance Chair, involvement in the 2024 Transaction Committee for the pending IPG merger adds execution risk oversight exposure; the committee met seven times, reflecting engagement in strategic transactions .