Patricia Salas Pineda
OMNICOM GROUPAbout Patricia Salas Pineda
Patricia Salas Pineda, age 73, has served on Omnicom Group Inc.’s Board since 2022. She is independent and sits on the Governance and Finance Committees; she joined the Board and Governance Committee in February 2022 and was appointed to the Finance Committee in May 2023. Her background spans senior legal, administrative, communications, diversity and philanthropic leadership at Toyota Motor North America, following earlier legal and human capital leadership at New United Motor Manufacturing, Inc. and board experience across multiple public companies .
Past Roles
| Organization | Role(s) | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor North America, Inc. | Group VP, Hispanic Business Strategy | 2013 – Oct 2016 | Led Hispanic strategy; senior executive experience in operations, communications, and diversity |
| Toyota Motor North America, Inc. | Group VP, National Philanthropy | Nine years (prior to 2013) | Oversaw philanthropy program; human capital and stakeholder engagement |
| Toyota Motor North America, Inc. | General Counsel; Group VP Administration, Corporate Advertising, Corporate Communications and Diversity | During tenure beginning 2004 | Developed top-tier legal/regulatory and corporate communications expertise |
| New United Motor Manufacturing, Inc. | General Counsel; VP Human Resources; Government & Environmental Affairs; Corporate Secretary | Since 1984 (prior to Toyota NA) | Corporate governance, environmental policy, and HR leadership |
| Latino Corporate Directors Association | Co‑founder; Chairwoman Emeritus | Current | Governance and director pipeline leadership |
External Roles
| Company | Role | Committees |
|---|---|---|
| Frontier Group Holdings, Inc. | Director | Audit; Nominating & Corporate Governance |
| Portland General Electric | Director | Chair, Compensation, Culture & Talent; Member, Finance & Operations |
| Levi Strauss & Co. | Former Director (within last five years) | — |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (NYSE and Company guidelines) |
| Omnicom Committees | Governance; Finance |
| Appointment history | Joined Board & Governance Committee Feb 2022; appointed to Finance Committee May 2023 |
| Attendance | 100% Board and standing committee attendance in 2024 |
| Committee meeting frequency (2024) | Audit 13; Compensation 8; Governance 6; Finance 7 |
| Executive sessions | Independent directors met 6 times in 2024; presided by Lead Independent Director |
| Shareholder engagement oversight | Governance Committee oversees engagement; Board engaged with holders of 70% of shares (26% participated) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard for non-employee directors |
| Meeting fees | $2,000 per Board/Committee meeting | No international travel fee paid in 2024 |
| Lead Independent/Chair fees | Not applicable | Only committee chairs and LID receive additional cash (LID $35k; Chair $20k; increased to $50k/$30k effective Jan 1, 2025) |
| Cash earned (Pineda) | $138,000 | 2024 Fees Earned or Paid in Cash |
| Total compensation (Pineda) | $313,000 | Cash $138,000; Stock awards $175,000 |
| Stock ownership guideline | 5x annual cash retainer within 5 years of joining Board | Compliance for directors with ≥5 years’ service; guideline applies to all directors |
Performance Compensation
| Equity Structure | Grant cadence | 2024 Grant Value |
|---|---|---|
| Fully vested common stock to non-employee directors | Quarterly | $43,750 per quarter per director ($175,000 annually) |
| Deferral election | Directors may defer stock awards; credited to a bookkeeping account at grant FMV | Pineda deferred all shares payable in 2024 |
Company-level performance metrics shaping pay-for-performance oversight (executive incentives):
| Component | Weighting | Metrics | Notes |
|---|---|---|---|
| Peer Metrics | 40% | ROE (40%); Organic Growth (20%); Adjusted Operating Margin (20%); Organic Growth + Adjusted Operating Margin (20%) | Peer multiplier range 0.4–2.0; Peer group: WPP, Publicis, IPG |
| Internal Performance | 40% | Adjusted Diluted EPS Growth (33⅓%); Adjusted EBITA Margin (33⅓%); Organic Growth (33⅓%) | Performance multiplier range 0.0–2.0; Adjustments detailed in Annex A |
| Qualitative | 20% | Individual NEO performance vs role-specific execution | Determined achieved at target in 2024 |
Other Directorships & Interlocks
| Company | Overlaps/Interlocks | Potential Conflicts |
|---|---|---|
| Frontier Group Holdings (Airlines) | None disclosed with Omnicom directors/executives | Board reviewed ordinary-course transactions with director-affiliated entities; determined not material and not impairing independence |
| Portland General Electric (Utility) | None disclosed | Same as above; no related-party transactions requiring disclosure for directors; single exception disclosed relates to CEO’s family employment (not Pineda) |
Expertise & Qualifications
- Senior legal/regulatory expertise (former General Counsel at Toyota NA and NUMMI), human capital management, corporate communications, and diversity leadership, strengthening Governance Committee oversight of compliance and culture .
- Strategic operations and stakeholder engagement through philanthropy leadership; experience aligns with Omnicom’s client-centric, talent-driven model .
- Extensive public company board experience; committee leadership at PGE (Compensation, Culture & Talent) supports compensation governance acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | % of Outstanding |
|---|---|---|---|
| Patricia Salas Pineda | 6,968 | Includes 6,710 deferred shares under director equity program | <1% (“*”) |
Stock ownership and alignment policies:
- Directors must own Omnicom stock ≥5x annual cash retainer within five years; directors with ≥5 years are in compliance .
- Prohibitions on hedging and on pledging/margin transactions for directors and executives; preclearance required for any transaction that may violate pledging policy .
Governance Assessment
- Independence and attendance: Independent; perfect 2024 attendance (Board and committees), indicating high engagement and reliability in oversight .
- Committee assignments: Governance and Finance Committee membership places her at the center of board composition, policy, shareholder engagement, capital allocation, liquidity, and M&A risk oversight—key areas for investor confidence during Omnicom’s IPG merger process .
- Compensation alignment: Director pay mix includes equity delivered quarterly ($175k) and modest cash retainer/meeting fees; Pineda deferred all shares in 2024, signaling longer-term alignment with shareholders .
- Policies and red flags:
- Hedging/pledging prohibited; strong clawback adoption; rigorous equity grant policy; overboarding limits (≤3 other public boards; CT/Chair limits) and compliance confirmed—no red flags on structure or compliance .
- Related-party transactions: Board determined director-affiliated transactions immaterial; no material related-party exposure disclosed for Pineda; single exception relates to compensation of CEO’s brother (not applicable to Pineda) .
- Shareholder sentiment: Over 90% say-on-pay approval in 2024; robust engagement (outreach to 70% of shares; 26% engaged) supports board credibility and governance responsiveness .
Overall, Patricia Salas Pineda’s legal, governance, human capital, and stakeholder credentials, combined with full attendance and equity deferral behavior, support board effectiveness and investor alignment. No conflicts or red flags specific to her are disclosed; committee roles position her well for oversight during Omnicom’s strategic M&A and capital allocation cycle .