Rochelle M. Tarlowe
OMNICOM GROUPAbout Rochelle M. Tarlowe
Senior Vice President and Treasurer of Omnicom Group Inc. since May 2019; age 53 as of February 1, 2024, previously served as SVP & Treasurer of Avis Budget Group from 2007 to April 2019, giving her ~6 years in the current role by 2025 . Her annual incentive pay is driven by company and peer-relative metrics (ROE, organic growth, adjusted operating margin; adjusted diluted EPS growth; adjusted EBITA margin) and qualitative performance . Company performance in 2024 provides context: revenue $15.7B, organic growth 5.2%, EBITA $2.362B, ROE 37.9%, and Omnicom TSR value of initial $100 investment at $127.36 versus peer group $172.47 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omnicom Group Inc. | Senior Vice President & Treasurer | May 2019 – Present | Oversees treasury and capital management (role title) |
| Avis Budget Group | Senior Vice President & Treasurer | 2007 – Apr 2019 | Corporate treasury leadership (role title) |
Fixed Compensation
| Year | Base Salary ($) | Stock Awards ($) | Non-Equity Incentive – Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 425,000 | 450,108 (RSUs) | 450,000 | 2,125 (long-term service award) | 1,327,233 |
- 2024 NEO base salaries included $425,000 for Ms. Tarlowe .
Performance Compensation
Annual Incentive Structure and Company/Peer Outcomes (FY2024)
| Metric (Peer Relative) | Weight | 2024 Result | Peer Rank | Multiplier | Weighted Score |
|---|---|---|---|---|---|
| Return on Equity | 40% | 37.9% | 1 | 2.00 | 0.800 |
| Organic Growth | 20% | 5.2% | 2 | 1.50 | 0.300 |
| Adjusted Operating Margin | 20% | 15.0% | 1 | 2.00 | 0.400 |
| Organic Growth + Adjusted Operating Margin | 20% | 20.2% | 1 | 2.00 | 0.400 |
| Total Peer Weighted Score | — | — | — | — | 1.900; 76.0% of target when weighted at 40% |
| Metric (OMC Internal Targets) | Weight | Performance Multiplier | Weighted Score |
|---|---|---|---|
| Adjusted Diluted EPS Growth | 33⅓% | 1.80 | 0.600 |
| Adjusted EBITA Margin | 33⅓% | 1.25 | 0.417 |
| Organic Growth | 33⅓% | 2.00 | 0.667 |
| Total Performance Weighted Score | — | — | 1.683; 67.3% of target when weighted at 40% |
| Component | Weighting | Notes |
|---|---|---|
| Qualitative (Individual Performance) | 20% | Committee determined achievement at target for each NEO |
Individual Incentive Outcome and Adjustment (FY2024)
| Name | Target Incentive ($) | Combined Score | Earned ($) | Adjustment ($) | Final Award ($) |
|---|---|---|---|---|---|
| Rochelle M. Tarlowe | 325,000 | 163.3% | 531,000 | (81,000) | 450,000 |
- Committee reduced awards for certain NEOs, including Ms. Tarlowe, reallocating funds to the broader employee pool .
- Plan-based grants for 2024: target cash incentive $325,000; maximum $650,000; RSU grant of 4,830 units at $93.19 grant-date price, fair value $450,108; RSUs vest pro-rata over five years .
Stock Vesting and Realized Value (2024)
| RSU Shares Acquired on Vesting (#) | Value Realized ($) | Options Exercised |
|---|---|---|
| 5,281 | 511,044 | None in 2024 |
Equity Ownership & Alignment
| Snapshot Date | Shares Owned | % of Shares Outstanding | Unvested RSUs (#) | Market Value of Unvested RSUs ($) | Options Exercisable within 60 Days | Pledging/Hedging |
|---|---|---|---|---|---|---|
| Dec 31, 2024 | — | — | 15,121 | 1,301,011 (at $86.04) | — | Prohibited by policy |
| Mar 5, 2025 | 254 | <1% (*) | Excludes 15,121 not acquirable within 60 days | — | — | Prohibited by policy |
- Executive stock ownership guidelines explicitly cover CEO (6x salary), President/COO (6x), CFO (3x); guidelines do not specify a multiple for the Treasurer role . As of Dec 31, 2024, covered executives were in compliance .
- Company policy prohibits hedging and pledging/margin transactions for directors and executive officers .
Detailed RSU Vesting Schedule (as disclosed)
| Vest Date | RSUs Scheduled to Vest (#) |
|---|---|
| May 15, 2025 | 3,029 (1,141 + 922 + 966) |
| Aug 15, 2025 | 2,141 (1,258 + 883) |
| May 15, 2026 | 1,888 (922 + 966) |
| Aug 15, 2026 | 2,141 (1,258 + 883) |
| May 15, 2027 | 966 |
| Aug 15, 2027 | 2,141 (1,258 + 883) |
| Aug 15, 2028 | 883 |
| May 15, 2028 | 966 |
| May 15, 2029 | 966 |
| Total | 15,121 |
Employment Terms
| Scenario (as of Dec 31, 2024) | RSU Awards Value ($) | Notes |
|---|---|---|
| Death | 1,301,011 | Accelerated vesting of RSUs |
| Disability | 671,609 | Accelerated vesting of a pro-rated portion |
| For Cause | — | No equity acceleration |
| Termination without Cause | — | — |
| Retirement | — | — |
| Voluntary Termination | — | — |
| Change in Control | — | No single/double trigger; if awards not assumed/substituted, unvested equity vests in full |
- RSUs granted May 6, 2024 vest pro-rata annually over five years; accelerated vesting applies on death or pro-rata on disability .
- Employment letter for Ms. Tarlowe is referenced (Exhibit 10.3 to March 31, 2020 10-Q); specific terms not disclosed in the 2024/2025 filings excerpts .
- Company adopted a clawback policy in compliance with SEC/NYSE rules; requires recovery of erroneously received incentive compensation tied to financial metrics for the three years preceding a restatement .
- Q3 2025: no directors or officers adopted, modified, or terminated Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements during the quarter .
Compensation Structure Analysis
- Year-over-year pay mix: 2024 compensation comprised base salary $425,000, time-based RSUs $450,108, and cash incentive $450,000; no options awarded to Ms. Tarlowe in 2024; options issuance in March 2025 applied to other NEOs (Wren, Simm, Angelastro, Januzzi) as non-cash incentive, not listed for Ms. Tarlowe .
- Performance metric rigor: quantifiable peer-relative and internal targets with predetermined multipliers drove 80% of awards; qualitative component at 20% was assessed at target .
- Discretionary adjustments: Committee reduced Ms. Tarlowe’s calculated incentive by $81,000 (from $531,000 to $450,000) to reallocate to the broader pool, indicating discipline in pay outcomes .
Equity Ownership & Alignment (Skin-in-the-game)
- Direct ownership low at 254 shares (<1% of shares outstanding) as of March 5, 2025; significant unvested RSU holdings (15,121) provide long-term alignment and retention hooks through 2029 .
- No options outstanding or exercised in 2024; reduces near-term selling pressure from option exercises .
- Hedging and pledging prohibited; lowers misalignment risk from collateralization or downside protection strategies .
Performance & Track Record
| Year | OMC TSR (Value of $100) | Peer Group TSR (Value of $100) | Net Income ($) | ROE (%) |
|---|---|---|---|---|
| 2020 | 80.42 | 91.93 | 945,400,000 | 31.8 |
| 2021 | 98.01 | 139.44 | 1,407,800,000 | 44.3 |
| 2022 | 113.42 | 127.21 | 1,316,500,000 | 40.4 |
| 2023 | 124.27 | 150.97 | 1,391,400,000 | 40.5 |
| 2024 | 127.36 | 172.47 | 1,480,600,000 | 37.9 |
- 2024 operating performance: revenue $15,689.1M, organic growth 5.2%, operating margin 14.5%, EBITA $2,362.1M, diluted EPS $7.46; ROIC 24.9% .
Employment & Contracts
- Role appointment: Senior VP & Treasurer named May 2019 .
- Contract reference: Employment letter exists (Exhibit 10.3 to March 31, 2020 10‑Q) ; specific severance multiples or non-compete terms not disclosed in the excerpted filings.
- SERCR Plan restrictive covenants apply to Wren, Simm, Angelastro, not to Ms. Tarlowe; SERCR delivers post-termination payments contingent on compliance with covenants for those participants .
Investment Implications
- Alignment: Low direct holdings (254 shares) offset by substantial unvested RSUs with multi-year vesting through 2029, promoting retention and long-term alignment; hedging/pledging bans strengthen alignment .
- Retention risk: RSU vesting cadence (notably 2025–2027 concentrations) suggests strong retention hooks; accelerated vesting limited to death/disability; no CIC single/double trigger (unless awards not assumed), reducing transaction windfalls .
- Trading signals: 2024 RSU vesting (5,281 shares, $511,044) indicates ongoing share delivery; upcoming scheduled vest dates could create periodic supply, though no 10b5-1 plans were adopted/modified in Q3 2025 .
- Pay discipline: Committee’s downward adjustment of her incentive underscores governance rigor; incentive design linked to robust quantitative metrics should continue to align pay with performance .