Mark D. Gerstein
OMNICOM GROUPAbout Mark D. Gerstein
Mark D. Gerstein (age 65) is an independent director of Omnicom Group Inc. (OMC) since 2022, serving on the Audit and Finance Committees; he is a former partner and global chair of Latham & Watkins’ M&A group and currently a Senior Advisor to PJT Partners, bringing deep legal, governance, and M&A expertise to the board . He was appointed to the Finance Committee in May 2022 and the Audit Committee in May 2023; the board deems him independent under NYSE rules, and directors collectively achieved 100% attendance in 2024 across board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Latham & Watkins LLP | Partner; leadership roles including Global Chair, M&A | 1996–Dec 31, 2022 | Built M&A practice into a U.S./global leader; advised Fortune 500 boards on governance, crisis management, capital markets |
| Katten Muchin Rosenman | Corporate Partner | 1984–1996 | Advised private/public company directors/owners on corporate matters |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PJT Partners | Senior Advisor | Since Apr 2023 | Advisory-focused investment bank; capital allocation and strategic transactions expertise |
| Youth Guidance | Chair (prior), Board Member | Not disclosed | Non-profit governance; urban public schools engagement |
| University of Michigan LSA Dean’s Advisory Council | Co-Chair | Not disclosed | Academic advisory leadership; governance perspective |
Board Governance
- Committee assignments: Audit and Finance; not a chair .
- Audit Committee qualifications: Board determined all Audit members are independent, financially literate; have accounting/financial management expertise; and, other than Gerstein, are “audit committee financial experts” as defined by SEC/NYSE rules .
- Independence: Board determined all non-management directors (including Gerstein) are independent; routine transactions with director-affiliated entities deemed not material and did not impair independence .
- Attendance and session cadence: Board met 11 times in 2024; committees met Audit (13), Compensation (8), Governance (6), Finance (7); directors collectively had 100% attendance and held six executive sessions led by the Lead Independent Director .
- Election results signal: At the May 6, 2025 annual meeting, Gerstein received 165,462,566 votes For, 585,513 Against, 132,771 Abstentions, with broker non-votes of 13,287,195—among the highest support of all nominees, signaling strong investor confidence .
- Governance policies strengthening alignment: Director stock ownership guideline of 5× annual cash retainer within 5 years; prohibitions on hedging and pledging/margin transactions; robust shareholder engagement program .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annual cash retainer (program design) | $90,000 | Gerstein elected to receive his 2024 retainer in common stock |
| Per-meeting fees | $2,000 per Board/Committee meeting | No international travel meeting fees paid in 2024 |
| Lead Independent Director fee | N/A for Gerstein | Program: $35,000 (increased to $50,000 from Jan 1, 2025) |
| Committee chair fee | N/A for Gerstein | Program: $20,000 (increased to $30,000 from Jan 1, 2025) |
| Fees Earned or Paid in Cash (reported) | $152,000 | Column includes $90,000 retainer even if paid in stock |
| Equity Grants | 2024 | Vesting/Structure |
|---|---|---|
| Quarterly common stock grant | $43,750 per quarter; $175,000 total | Fully vested each quarter; grant value based on prior trading day close |
| Director deferral election | Deferred all 2024 stock (Gerstein) | Credited to bookkeeping accounts per plan |
Performance Compensation
- Non-employee director pay is not performance-based; quarterly equity grants are fully vested common stock with no performance metrics, options, or PSUs disclosed for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed for Gerstein |
| Compensation Committee interlocks or Item 404 relationships | Company disclosed none for Compensation Committee members; Gerstein is not on Compensation; overall related party transactions: none material involving directors, with sole exception of CEO’s brother employment disclosure |
Expertise & Qualifications
- Legal/regulatory and governance expert: Decades advising Fortune 500 boards on governance, investor relations, crisis management, domestic/cross-border M&A, capital markets .
- Strategic transactions and capital allocation: Global chair of top-tier M&A practice; Finance Committee member; Senior Advisor at PJT Partners .
- Risk management and board oversight: Experience counseling boards in crises; contributes to Audit/Finance oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 10,014 | Includes deferred director equity credited under plan |
| Options exercisable within 60 days | — | None reported |
| Percent of shares outstanding | <1% | Based on 196,556,298 shares outstanding |
| Hedging/Pledging | Prohibited by policy | Directors may not hedge or pledge OMC stock; margin transactions prohibited |
| Director ownership guideline | 5× annual cash retainer within 5 years of joining | Company guideline; compliance for directors with ≥5 years; Gerstein joined 2022 (within window) |
Governance Assessment
-
Strengths:
- High shareholder support in 2025 election (165.5M For; ~0.6M Against), indicating strong investor confidence in Gerstein’s oversight and the board’s composition .
- Deep legal/M&A background enhances Finance and Audit oversight during a period of significant strategic activity (Flywheel, LeapPoint, pending IPG merger) .
- Strong alignment signals: elected to receive 2024 cash retainer in stock; deferred all 2024 stock grants; subject to and within window for 5× retainer ownership guideline; company prohibits hedging/pledging .
- Independence confirmed; directors maintained 100% attendance; robust executive sessions and committee cadence .
-
Watchpoints (not red flags):
- External advisory role at PJT Partners: no related-party or Item 404 transaction disclosed, but monitor potential engagements around the pending IPG transaction to ensure continued independence and absence of conflicts .
- Audit Committee “financial expert” designation: board notes that all members except Gerstein are designated “audit committee financial experts”; while he is financially literate, consider training focus areas to bolster audit committee credentials amid evolving accounting/cyber risks .
-
Red flags:
- None disclosed involving Gerstein in related-party transactions, hedging/pledging, attendance shortfalls, or compensation anomalies .
Appendix: Election Results (2025 Annual Meeting)
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Mark D. Gerstein | 165,462,566 | 585,513 | 132,771 | 13,287,195 |