Louis F. Januzzi
OMNICOM GROUPAbout Louis F. Januzzi
Louis F. Januzzi is Senior Vice President, General Counsel and Secretary of Omnicom Group Inc., serving in this role since December 2022; he is 51 years old and joined Omnicom in 2016, progressing through corporate legal leadership roles focused on corporate development and finance . Company performance in 2024 delivered revenue of $15,689.1 million with 5.2% organic growth, diluted EPS growth of 8.0%, and ROE of 37.9%, metrics that drive Omnicom’s annual incentive framework and long-term equity vesting outcomes . As Corporate Secretary, Januzzi also certifies governance programs (e.g., Director Compensation and Deferred Stock Program amendment executed January 1, 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omnicom Group Inc. | Senior VP, General Counsel & Secretary | Dec 2022–present | Chief legal officer and Corporate Secretary; oversees legal risk, governance, and disclosure, including executing Board programs . |
| Omnicom Group Inc. | SVP & Deputy General Counsel – Corporate | May 2021–Dec 2022 | Led corporate legal function supporting enterprise initiatives and governance . |
| Omnicom Group Inc. | Associate General Counsel – Corporate Development & Finance | Mar 2016–May 2021 | Supported M&A and financing activities across the group . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $500,000 | $625,000 earned; increased to $650,000 effective Mar 1, 2024 |
| Target Annual Incentive ($) | $1,000,000 total final award (after adjustment) | $1,000,000 total final award (after adjustment) |
| Target Bonus ($) | $530,000 target (Senior Management Incentive Plan) | $530,000 target (Senior Management Incentive Plan) |
| Actual Annual Incentive – Cash Portion ($) | Portion granted in RSUs in lieu of cash; final award $1,000,000 (RSU portion applied, see Performance Compensation) | $500,000 cash |
| Actual Annual Incentive – Equity Portion ($) | RSUs issued in lieu of cash for part of 2023 incentive | $500,000 RSUs issued in lieu of cash |
Performance Compensation
| Metric | Weighting | Target/Range | Actual Company Performance | Multiplier / Score |
|---|---|---|---|---|
| Peer Metrics (ROE) | 40% of Peer bucket | Rank vs WPP, Publicis, IPG | ROE 37.9%; ranked 1st | Peer multiplier 2.00; weighted 0.800 |
| Peer Metrics (Organic Growth) | 20% of Peer bucket | Rank vs WPP, Publicis, IPG | Organic growth 5.2%; ranked 2nd | Peer multiplier 1.50; weighted 0.300 |
| Peer Metrics (Adjusted Operating Margin) | 20% of Peer bucket | Rank vs WPP, Publicis, IPG | Adjusted operating margin 15.0%; ranked 1st | Peer multiplier 2.00; weighted 0.400 |
| Peer Metrics (Organic Growth + Adjusted Op Margin) | 20% of Peer bucket | Rank vs WPP, Publicis, IPG | Combined 20.2%; ranked 1st | Peer multiplier 2.00; weighted 0.400 |
| Peer Weighted Score | 1.900 → 76.0% of award | |||
| Internal Metrics (Adjusted Diluted EPS Growth) | 33.3% of Performance bucket | 1.0%–6.0% range | Achieved within range; multiplier 1.80 | Weighted 0.600 |
| Internal Metrics (Adjusted EBITA Margin) | 33.3% of Performance bucket | 15.1%–15.9% range | Achieved within range; multiplier 1.25 | Weighted 0.417 |
| Internal Metrics (Organic Growth) | 33.3% of Performance bucket | 1.0%–5.0% range | 5.2%; multiplier 2.00 | Weighted 0.667 |
| Performance Weighted Score | 1.683 → 67.3% of award | |||
| Qualitative Component | 20% | Individual NEO performance | Exceeded expectations; deemed achieved at target | 20.0% |
| Payout Calculation (2024) | Value |
|---|---|
| Combined score (Peer + Performance + Qualitative) | 163.3% |
| Preliminary earned Annual Incentive ($) | $866,000 |
| Adjustment by Compensation Committee | +$134,000 (recognition of GC performance) |
| Total Final Annual Incentive ($) | $1,000,000 |
| Payment Form (Mar 2025) | $500,000 cash; $500,000 RSUs (5-year pro-rata vest) |
2024 performance drivers: company revenue $15,689.1 million, organic growth 5.2%, ROE 37.9%, and EPS growth 8.0% underpin the quantitative metrics used for NEO payouts .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 5,456 shares; less than 1% of outstanding |
| Options – Outstanding | 11,425 options @ $69.23 strike; expire 07/21/2032; scheduled to vest 07/15/2027 |
| RSUs – Unvested at 12/31/2024 | 18,682 RSUs; market value $1,607,399 (at $86.04 close) |
| Options Exercisable within 60 days | 0 (none listed as exercisable within 60 days) |
| RSU Vesting Activity (2024) | 3,592 RSUs vested; value realized $347,135 |
| Upcoming RSU Vesting Schedule | Multiple tranches vesting May 15/Aug 15 annually through 2029, including 2,795 RSUs each on May 15, 2025–2027, and 1,073 RSUs each on May 15, 2028–2029; various August 15 tranches including 1,085 RSUs each on Aug 15, 2025–2028 |
| Hedging/Pledging | Hedging prohibited; pledging and margin transactions banned for directors/executives |
Employment Terms
| Agreement | Key Terms |
|---|---|
| Executive Salary Continuation Agreement | Upon vesting post-termination (other than for Cause), annual payments for up to 10 years equal to 50% of highest annual base salary within five years prior to termination; subject to consulting obligation and non-compete/non-solicit/disparagement covenants; as of 12/31/2024, not vested (no payments except in event of death) |
| Death/Disability Benefits (Salary Continuation) | Death: beneficiaries receive 75% of annual payment amount; example shown $234,375 with nine annual payments beginning 2025; Disability: 100% of annual payment amount upon vesting |
| Senior Management Incentive Plan (SMIP) | If termination prior to payment date, no automatic bonus; Committee may award pro-rata or other arrangements at its discretion |
| Equity Award Acceleration | Pro-rata acceleration upon disability; full acceleration upon death; options become exercisable in full upon retirement; no single/double trigger acceleration on change-in-control—if awards are not assumed/substituted, they vest in full |
| Clawback | Mandatory recovery of erroneously received incentive-based compensation for three years preceding an accounting restatement (SEC Rule 10D-1, NYSE) |
Compensation Structure and Peer Groups
- 2024 Annual Incentive structure: Peer metrics 40% (ROE, organic growth, adjusted operating margin, combined metric), internal performance metrics 40% (adjusted diluted EPS growth, adjusted EBITA margin, organic growth), qualitative 20% .
- Peer Metric Group (for ROE, margin, organic growth comparisons): WPP, Publicis, Interpublic Group .
- Compensation consultant peer group reviewed for market competitiveness (unchanged YoY): Accenture, ADP, Cognizant, DXC Technology, Interpublic Group, Paramount Global, Thomson Reuters, WPP; FW Cook is independent advisor to the Compensation Committee .
Multi-Year Compensation Summary
| Year | Salary ($) | Stock Awards ($) | Annual Incentive – Cash ($) | Annual Incentive – Equity ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | $500,000 | $500,077 (RSUs) | $500,000 | $500,000 (RSUs in lieu of cash) | $2,000,077 |
| 2024 | $625,000 (earned; rate increased to $650,000) | $499,964 (RSUs granted 5/6/2024) | $500,000 | $500,000 (RSUs in lieu of cash) | $2,124,964 |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval exceeded 90% of votes cast, with shareholders supportive of compensation structure emphasizing pay-for-performance .
- Executive stock ownership guidelines apply to CEO (6x salary), President/COO (6x), and CFO (3x); compliance confirmed for those roles as of 12/31/2024 .
Investment Implications
- Alignment: Januzzi’s pay mix includes significant equity—five-year pro-rata RSU grants and RSUs issued in lieu of cash—creating retention hooks and long-term alignment; options outstanding with 2027 vest date enhance performance leverage without immediate selling pressure .
- Payout sensitivity: Annual incentive outcomes are tightly linked to ROE, organic growth, margin, and EPS growth; 2024’s strong metrics drove a 163.3% payout factor before Committee adjustments recognizing GC performance .
- Retention risk: Salary Continuation Agreement (post-termination payments contingent on covenants) plus multi-year vesting on RSUs reduce near-term departure risk; no CIC acceleration unless awards are not assumed, limiting windfall risk .
- Governance: Prohibitions on hedging/pledging and robust clawback policy mitigate misalignment/ethical risk, while small absolute share ownership indicates limited personal exposure to stock moves versus larger NEOs; beneficial ownership 5,456 shares, <1% .