Linda Johnson Rice
OMNICOM GROUPAbout Linda Johnson Rice
Independent director of Omnicom Group Inc. since 2000 (age 67), serving on the Compensation and Governance Committees; current CEO of Johnson Publishing Company, the founding company of EBONY and Jet magazines and Fashion Fair Cosmetics (joined 1980; President/COO 1987; Chairman/CEO since 2008). Johnson Publishing Company filed for Chapter 7 bankruptcy on April 9, 2019, a notable background item for reputational assessment . She is independent under NYSE rules, and all standing Board committees are comprised solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Publishing Company | Joined 1980; President & COO; Chairman & CEO | President/COO (1987); Chairman/CEO (2008–present) | Led major consumer/media brands; deep advertising and brand management expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enova International, Inc. | Director; Chair of Nominating & Corporate Governance | Current | Governance leadership; oversight of online financial services firm |
| Grubhub Inc. | Director | Served within last five years | Prior public company board experience |
Board Governance
- Committee memberships: Compensation and Governance; not a chair .
- Independence: Board determined all non-management directors (including Rice) are independent under NYSE and company guidelines; ordinary-course transactions with director-affiliated entities were not material and did not impair independence .
- Attendance: 100% attendance by directors in 2024, including all Board and standing committee meetings for members; executive sessions of independent directors were held six times .
- Board operations: 2024 meetings—Audit (13), Compensation (8), Governance (6), Finance (7) .
- Overboarding policy: Non-employee directors limited to no more than three other public boards; Board reports all directors are in compliance .
Fixed Compensation
Program structure for non-employee directors (2024):
| Element | Detail |
|---|---|
| Annual cash retainer | $90,000 |
| Per-meeting fee | $2,000 per Board and Committee meeting |
| International travel meeting fee | $10,000 for Board meetings outside the U.S. requiring international travel (none in 2024) |
| Quarterly equity grants | Fully vested common stock; $43,750 grant-date fair value per quarter (effective 1/1/2025 increased to $51,250) |
| Lead Independent Director fee | $35,000 in 2024; increased to $50,000 effective 1/1/2025 (not applicable to Rice) |
| Committee chair fee | $20,000 in 2024; increased to $30,000 effective 1/1/2025 (not applicable to Rice) |
Linda Johnson Rice – 2024 compensation:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 140,000 | Includes $90,000 retainer plus meeting fees |
| Stock awards (fully vested) | 175,000 | Quarterly equity ($43,750 x 4) |
| Total | 315,000 | Sum of cash and stock |
Director stock ownership guidelines: Directors must own Omnicom stock equal to or greater than 5x annual cash retainer within five years; as of Dec 31, 2024, all directors with 5+ years’ service were in compliance .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is fully vested quarterly stock, not performance-based |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | 2024 Compensation Committee included Rice; none of its members were current/former employees, and no relationships requiring Item 404 disclosure; no reciprocal executive interlocks with other companies’ compensation committees |
| Related party transactions | Company review found no material related party transactions affecting directors in 2024–2025, except a disclosed employment of the CEO’s brother (not related to Rice) |
Expertise & Qualifications
- Industry and client insight: Deep understanding of advertising, brand management, and consumer businesses from executive leadership at Johnson Publishing; valuable to oversight of complex client-centric strategies .
- Board experience: Over 25 years serving on boards and key committees across large public companies; contributes to Compensation and Governance Committee effectiveness .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (as of Mar 5, 2025) | 11,606 shares; less than 1% of shares outstanding |
| Deferred director shares | 10,133 shares deferred under outside director equity program |
| 2024 deferral election | Unlike other directors, Rice did not elect to defer 2024 quarterly stock |
| Ownership guideline compliance | Directors with ≥5 years of service (including Rice) compliant with 5x retainer requirement |
| Hedging/pledging policies | Company prohibits hedging and prohibits pledging/margin transactions for directors and executive officers |
Governance Assessment
- Board effectiveness and independence: Strong governance structure with fully independent standing committees; Rice’s dual committee roles (Compensation, Governance) align with oversight priorities during strategic initiatives and M&A (e.g., IPG merger process led by independent Transaction Committee) .
- Attendance and engagement: Perfect attendance supports effective oversight; Board conducts regular executive sessions, robust evaluations, and shareholder engagement processes; although not specific to Rice, these practices bolster investor confidence .
- Alignment and incentives: Director pay mix balances cash with ongoing equity; ownership guidelines and broad director compliance enhance alignment; Rice’s beneficial ownership and history of deferred shares indicate continued equity stake .
- Potential conflicts and red flags: Rice’s association with Johnson Publishing’s 2019 Chapter 7 bankruptcy is a reputational consideration; however, the Board’s independence review found no material relationships impacting independence, and policies prohibit hedging/pledging (mitigating alignment risks) .
- Overboarding and interlocks: Company overboarding limits enforced; Compensation Committee interlocks absent; no related-party transactions involving Rice disclosed—reducing conflict risk .