Omnicom Shareholders Address CEO's Pay, EEOC Status

John-Wren-A2Omnicom Group CEO John Wren took a pay cut in 2012, although it’s a safe bet he remains a one-percenter. His compensation last year totaled $14,846,067, according to the company’s just-issued 2013 proxy statement. That’s down about 4% from his 2011 compensation total of $15,420,537.

But Wren’s compensation in 2011 soared 43% over the nearly $10.8 million in total compensation he received in 2010. That generous bump, combined with increasing shareholder worries about inflated executive pay, could be part of the reason for the small dip last year.

Wren was the highest-paid executive at the company in 2012. The second-highest-paid was company CFO Randall Weisenburger, who pulled in total compensation of $10,571,547, also a modest decrease (a little more than 3%) from 2011 when he earned $10,929,281. And like Wren, Weisenburger’s cut last year was more than offset by the previous year’s boost in total compensation of nearly 33%.

The big increases in 2011 were widely approved at last year’s annual meeting in a non-binding vote.  Shareholders will also vote on the 2012 pay packages -- and in the lead-up to this year’s annual meeting, scheduled for May 21, company executives can point to double-digit net income growth last year and organic revenue growth of 4%, on the high side among the advertising holding companies.  

For the second year running, shareholders will also be asked to vote on a resolution -- submitted by the Comptroller’s Office of New York City -- that the company publicly disclose its EEOC filings that report annually a comprehensive breakdown of the company’s workforce by race and gender across all employment categories. Last year’s resolution was voted down by a margin of 2 to 1.

In its supporting statement to the resolution, the Comptroller’s Office argued that disclosure of the EEOC data would “allow shareholders to evaluate the effectiveness of its efforts to increase the diversity of its workforce throughout its ranks, and at minimal cost.” The city added that “we believe full disclosure of the Company’s EEO data would drive management and the Board to pursue continuous improvements in the Company’s diversity programs, fully integrate diversity into its culture and practices, and strengthen its reputation and accountability to shareholders.”

Omnicom disagrees, however, and is recommending that shareholders again vote the proposal down.

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The data, the company argued, “requires us to categorize our workforce by gender and race according to certain EEOC-mandated job categories that do not account for any company or industry specific factors. It is designed to yield generalized data across all categories of private employers rather than information specific to Omnicom or comparable companies in the advertising industry.” Thus Omnicom argued, the EEOC data “is neither informative nor is it a reliable measure of our commitment to equal opportunity employment. We do not believe that disclosing it will meaningfully further the goal of workplace diversity. “

A separate shareholder resolution proposes that senior executives be required to retain 25% of shares acquired through equity pay programs until reaching normal retirement age. Omnicom urged shareholders to vote it down at the upcoming annual meeting -- in part, it argued, because it would make it harder to attract and retain talent.

A similar resolution proposed by an Interpublic Group shareholder was voted down at that company’s annual meeting last year.

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