Mary C. Choksi

About Mary C. Choksi

Mary C. Choksi (age 74) has served on Omnicom’s Board since 2011 and is the Lead Independent Director, Chair of the Audit Committee, and a member of the Compensation Committee . She co-founded Strategic Investment Group and was Senior Managing Director from 1987–2017; earlier she co-founded Emerging Markets Management and served as Managing Director until May 2011, and worked in the World Bank’s Pension Investment Division prior to 1987 . She brings deep investment management and risk oversight expertise and has been designated as an audit committee financial expert under SEC/NYSE definitions through Audit Committee service; she also presides over executive sessions and is central to shareholder engagement as Lead Independent Director .

Past Roles

External Roles

Board Governance

• Committee assignments at OMC: Lead Independent Director; Audit Committee Chair; Compensation Committee member .
• Lead Independent Director responsibilities (enhanced in 2023) include presiding at executive sessions, serving as liaison to the CEO, leading director recruitment/development, overseeing evaluations and conflicts processes, participating in agendas, approving schedules, and engaging with shareholders .
• LID succession: elected effective January 1, 2024 and re-elected by independent directors in May 2024; actively participates in shareholder engagement .
• Independence: Board determined all non-management directors (including Ms. Choksi) are independent under NYSE rules and the company’s guidelines; ordinary-course transactions with director-affiliated entities were immaterial and did not impair independence .
• Board activity and attendance (2024): Board met 11 times; directors as a group had 100% attendance; executive sessions of independent directors occurred six times and were presided over by Ms. Choksi .
• Transaction oversight: In July 2024, the Board formed an IPG Merger Transaction Committee comprised of the four standing committee chairs; Ms. Choksi chaired this committee; it met seven times in 2024 .

2024 Meeting Activity

Fixed Compensation (Non-Employee Directors)

Performance Compensation

• Structure: Non-employee director equity consists of fully vested common stock granted quarterly (no performance conditions; not options/PSUs) . All director stock awards were fully vested as of Dec 31, 2024 .
• 2024 equity cadence: Four quarterly grants of fully vested common stock at $43,750 grant-date fair value each (aggregate $175,000) .

No options, PSUs, or performance-vested equity are disclosed for non-employee directors in 2024 .

Director Compensation (Actual)

Notes:

• Cash includes the annual retainer, Lead Independent Director fee, Audit Chair fee, and per-meeting fees consistent with the number of Board and committee meetings; no additional international travel fee in 2024 .

Equity Ownership

• Shares outstanding: 196,556,298 as of March 5, 2025 (basis for ownership %) .
• Director stock ownership guideline: ≥5x annual cash retainer within five years; all directors with 5+ years of service (including Ms. Choksi) were in compliance as of Dec 31, 2024 .
• Hedging/pledging: Company policy prohibits directors from hedging and from pledging or margin transactions in Company stock .
• No retirement plan/pension for directors; “No Other Compensation” disclosed for 2024 .

Other Directorships & Interlocks

• Compensation Committee interlocks: None—no member (including Ms. Choksi) is a current/former OMC employee; no Item 404 relationships disclosed; no cross-board interlocks with OMC executives .
• Overboarding policy: Non-employee directors ≤3 other public boards; Lead Independent Director ≤2 other public boards; all directors compliant . Ms. Choksi’s current public company board count is within policy .

Expertise & Qualifications

• Financial expertise: Audit Committee members are “financially literate,” have “accounting or related financial management expertise,” and—other than Mark D. Gerstein—are audit committee financial experts as defined by SEC/NYSE; Ms. Choksi serves as Audit Chair .
• Strategic/investment acumen: Decades of asset management leadership, investment risk evaluation, and global strategy experience; supports capital allocation and risk oversight at OMC .
• Shareholder engagement: As LID, actively participates in investor meetings and feedback loops to Board/committees .

Governance Assessment

• Strengths

  • Independence and engagement: Independent LID with robust responsibilities; re-elected in May 2024; presides over executive sessions and leads evaluations, conflicts oversight, and shareholder engagement .
  • Workload/attendance: Chaired Audit (13 meetings) and Transaction Committee (7 meetings) while serving on Compensation (8 meetings); 2024 attendance across directors was 100%; Choksi presided over six executive sessions .
  • Alignment: Quarterly equity grants; significant deferral of equity (41,807 shares) indicates long-term alignment; directors must hold ≥5x retainer; policy prohibits hedging/pledging .
  • Conflicts: Board affirmed independence; Item 404 review found no relationships requiring disclosure for Compensation Committee; ordinary-course transactions deemed immaterial .

• Watch items

  • Role concentration: Concurrent LID and Audit Chair roles centralize oversight influence—mitigated by strong evaluation processes and independent-only committee composition .
  • CEO/Chair structure: Shareholder proposal sought independent chair; Board retained combined CEO/Chair citing robust LID role and pending IPG acquisition; LID’s empowerment and active engagement partially offset combined structure risk .

• Compensation structure signals

  • 2024 cash compensation increase vs. 2023 aligns with assumption of LID responsibilities effective Jan 1, 2024; per-meeting fee structure and committee load also factor into cash mix .
  • Effective Jan 1, 2025, increased LID fee ($50k) and committee chair fees ($30k) and higher quarterly equity ($51,250) indicate recognition of workload and market alignment for non-employee directors .

Sources

• Director biography, roles, other boards, qualifications, and LID responsibilities: .
• Committee structure, meetings, attendance, executive sessions, and Transaction Committee: .
• Director independence and related-party considerations: .
• Director compensation program and actuals (2023–2024): .
• Ownership, deferred shares, and shares outstanding: .
• Policies (ownership guideline; hedging/pledging; equity grant policy; clawback): .
• LID appointment and succession: .
• Shareholder proposal on independent chair (context): .