Philip J. Angelastro
OMNICOM GROUPAbout Philip J. Angelastro
Executive Vice President and Chief Financial Officer of Omnicom Group (OMC), and one of the company’s Named Executive Officers (NEOs) . In 2024, Omnicom delivered $15,689.1 million revenue (+5.2% organic), operating income $2,274.6 million (14.5% margin), diluted EPS $7.46, ROE 37.9%, ROIC 24.9%, net cash from operations ~$1.7 billion, and free cash flow ~$2.0 billion . Pay-versus-performance disclosure shows cumulative TSR value of $127.36 for a $100 initial investment over the disclosed horizon, with peer group TSR of $172.47; 2024 net income was ~$1,480.6 million and ROE 37.9% .
Past Roles
Skip – not disclosed in the proxy.
External Roles
Skip – not disclosed in the proxy.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $950,000 | CFO base salary |
| Perquisites | $7,200 | Auto allowance |
Performance Compensation
Annual Incentive Framework (metrics, weights, targets, outcomes)
| Metric Category | Specific Metric | Weight | Target/Range | 2024 Outcome | Multiplier | Weighted Score |
|---|---|---|---|---|---|---|
| Peer vs. Peers | Return on Equity | 40% | Rank among WPP, Publicis, IPG | Rank 1 | 2.00 | 0.800 |
| Peer vs. Peers | Organic Growth | 20% | Rank among peers | Rank 2 | 1.50 | 0.300 |
| Peer vs. Peers | Adjusted Operating Margin | 20% | Rank among peers | Rank 1 | 2.00 | 0.400 |
| Peer vs. Peers | Organic Growth + Adjusted Op. Margin | 20% | Rank among peers | Rank 1 | 2.00 | 0.400 |
| Internal Targets | Adjusted Diluted EPS Growth | 33.3% | 1.0%–6.0% | Multiplier 1.80 | 1.80 | 0.600 |
| Internal Targets | Adjusted EBITA Margin | 33.3% | 15.1%–15.9% | Multiplier 1.25 | 1.25 | 0.417 |
| Internal Targets | Organic Growth | 33.3% | 1.0%–5.0% | Multiplier 2.00 | 2.00 | 0.667 |
| Qualitative | Individual NEO Performance | 20% | Committee assessment | Achieved at target | — | 20.0% |
| Totals | — | — | — | — | — | Peer score 76.0%; Internal score 67.3%; Combined 163.3% |
Annual Incentive Award – CFO (2024)
| Item | Amount |
|---|---|
| Target Incentive | $3,500,000 |
| Combined Score | 163.3% |
| Earned (pre-adjustment) | $5,717,000 |
| Adjustment | $(1,217,000) (reallocated to broader pool) |
| Final Annual Incentive Award | $4,500,000 |
| Cash Portion | $500,000 |
| Stock Options Portion | $2,000,000 (pro-rata vest 3 yrs; strike = closing price on grant date) |
| RSU Portion | $2,000,000 (pro-rata vest 5 yrs) |
Long-Term Equity – Performance RSUs (PRSUs)
| Grant Date | Target (#) | Maximum (#) | Performance Period | Metric & Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| 05/06/2024 | 32,112 | 48,289 | 2024–2026 | ROE vs WPP/Publicis/IPG; 100% vests if rank 1–2; 67% if rank 3; 34% if rank 4; testing/settlement in 2027; time-based thirds if employment ends before 12/31/2026 | $4,500,052 |
Vesting Schedules and Upcoming Supply
| Instrument | Quantity | Key Vest Dates | Terms |
|---|---|---|---|
| Time-based RSUs (outstanding at 12/31/2024) | 11,367 | 3,789 RSUs on each of May 15, 2025/2026/2027 | Service-based vest; accelerated on death; pro-rata on disability |
| PRSUs (unearned at 12/31/2024) | 155,708 (across cycles) | Performance testing for cycles ending 12/31/2024–2026; settlement thereafter | Vest % based on 3-yr average ROE rank vs peer group |
| 2024 Incentive – Stock Options | N/A (value basis) | Grants in March 2025; pro-rata vest over 3 years | Exercise price = closing price on grant date; options only have value if stock appreciates |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 406,930 shares; <1% of outstanding |
| Unvested RSUs | 11,367 units (schedule above) |
| Unearned PRSUs | 155,708 units (performance-contingent) |
| Options Outstanding (12/31/2024) | None listed for CFO in year-end table |
| Ownership Guidelines | CFO must hold Omnicom stock equal to 3x base salary; in compliance as of 12/31/2024 |
| Hedging & Pledging | Prohibited for directors/executives; margin transactions and pledging barred |
| Clawback Policy | Mandatory recovery of erroneously received incentive comp for 3 prior fiscal years (SEC/NYSE-compliant) |
Employment Terms
| Provision | Key Terms |
|---|---|
| SERCR Plan (CFO participant) | Post-termination annual benefits for 15 years if 7+ years of service; annual benefit equals lesser of (a) average of 3 highest years total pay × (5% + 2% per executive officer service year, capped 35%) or (b) $1.5 million; COLA up to 2.5% annually beginning 2024; forfeiture for “Cause”; subject to non-compete, non-solicit, non-disparagement, and other covenants through end of calendar year of last payment |
| Potential Payments (12/31/2024 assumptions at $86.04/share) | Death: SERCR $1,537,500/year cap; PRSU/RSU acceleration value $5,148,117. Disability: SERCR $1,537,500; PRSU/RSU $3,207,472. Termination without Cause/Retirement/Voluntary: SERCR $1,537,500. No separate change-in-control cash; equity fully vests only if awards are not assumed/substituted in a change in control |
| Equity Acceleration | Death: full acceleration; Disability: pro-rata; Retirement: options become exercisable in full; PRSUs may remain eligible based on performance if service fraction met; no single/double-trigger CIC acceleration unless awards are not assumed |
Compensation Peer Group (for benchmarking and PRSU ROE comparisons)
| Peer Companies Reviewed by Compensation Committee (2024) |
|---|
| Accenture plc; Automatic Data Processing, Inc.; Cognizant Technology Solutions Corporation; DXC Technology Company; Interpublic Group of Companies; Paramount Global; Thomson Reuters Corporation; WPP plc |
Say-on-Pay & Shareholder Feedback
- Say-on-pay support: Over 90% approval of the 2023 program at the 2024 Annual Meeting; committee continues to incorporate shareholder feedback in design .
- 2024 program emphasized 80% quantitative metrics (peer/internal) and 20% qualitative, aiming at pay-for-performance alignment .
Related Policies and Practices
- Equity grant governance: Pre-established meeting dates, grant-date pricing, blackout considerations .
- Death benefits policy requires shareholder approval for new arrangements beyond standard employee programs .
- Insider trading policy restricts use and sharing of MNPI; robust governance controls .
Investment Implications
- Strong pay-for-performance: CFO’s 2024 incentive paid largely in equity ($4.0 million) with options and RSUs that vest over 3–5 years; PRSUs hinge on 3-year ROE rank vs WPP/Publicis/IPG, reinforcing long-term alignment .
- Upcoming vesting windows: Time-based RSUs vest each May 15 (2025–2027), and options/RSUs from the 2024 incentive begin vesting post-March 2025 grants; monitor Form 4 filings around those dates for potential supply dynamics .
- Retention vs risk: SERCR provides sizable, long-duration post-termination benefits (subject to covenants), supporting retention but representing a long-term obligation; change-in-control equity acceleration applies only if awards are not assumed, limiting windfall risk .
- Alignment safeguards: Ownership guideline (3x salary) compliance, hedging/pledging prohibitions, and clawback policy bolster governance and reduce misalignment risk .