OMNICOM GROUP INC.OMC
OMNICOM GROUP INC. Stock Compensation Disclosure
Share-Based Compensation Plans
Share-based incentive awards are granted to employees under the 2021 Incentive Award Plan, or the 2021 Plan, that was approved by the shareholders. The 2021 Plan is administered by the Compensation Committee of the Board of Directors, or the Compensation Committee. Awards include stock options, restricted stock and other performance-based stock awards. The maximum number of shares of common stock that can be granted under the 2021 Plan is 14.7 million shares plus any shares awarded under the 2021 Plan and any prior plan that have been forfeited or have expired. All awards reduce the number of shares available for grant on a one-for-one basis. The terms of each award and the exercise date are determined by the Compensation Committee. The 2021 Plan does not permit the holder of an award to elect cash settlement under any circumstances. At December 31, 2025, there were 1,086,325 shares available for grant under the 2021 Plan and the plan was effectively frozen for new grants upon approval of the 2026 Incentive Award Plan.
On January 28, 2026, our shareholders approved the 2026 Incentive Award Plan (the “Plan”). The Plan is administered by a committee, which may be the Board of Directors (the “Board”) or a committee appointed by the Board such as our Compensation Committee (collectively, the “Committee”). Until otherwise determined by the Board, the Committee consists solely of two or more Board members who are Non-Employee Directors (as defined in Rule 16b-3(b)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and “independent directors” under the rules of the New York Stock Exchange. The Board or the Committee may delegate to a committee of one or more Board members or one or more Omnicom officers the authority to grant or amend awards under the Plan to participants other than (i) senior Omnicom executives who are subject to Section 16 of the Exchange Act, and (ii) Omnicom officers or directors to whom the authority to grant or amend awards under the Plan has been delegated. Awards include stock options, restricted stock and other performance-based stock awards. The maximum number of shares of common stock that may be subject to awards granted under the Plan is 27.4 million, less one share for each share subject to an award granted under a prior plan after November 26, 2025.
Share-based compensation expense in 2025, 2024 and 2023 was $100.8 million, $91.4 million and $84.8 million, respectively. At December 31, 2025, unamortized share-based compensation that will be expensed over the next five years is $304.3 million.
We recognize a tax benefit in income tax expense and record a deferred tax asset for the share-based compensation expense recognized for financial reporting purposes that has not been deducted on our income tax return. Excess tax benefits and deficiencies represent the difference between the actual compensation deduction for tax purposes, which is calculated as the difference between the grant date price of the award, and the price of our common stock on the vesting or exercise date. Upon vesting of restricted stock awards or exercise of stock options, any excess tax benefit or deficiency related to share-based compensation is recorded in results of operations, as a component of income tax expense. In 2025 and 2024, we recognized a tax benefit of $0.5 million and $12.3 million, respectively.
Stock Options
The exercise price of stock option awards cannot be less than 100% of the market price of our common stock on the grant date and have a maximum contractual life of 10 years.
Stock option activity:
| Year Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | ||||||||||||||||||||||||||||||
| January 1 | 3,085,287 | $71.65 | 4,564,575 | $71.81 | 5,127,625 | $72.90 | |||||||||||||||||||||||||||||
| Granted | 6,001,906 | 77.89 | — | — | |||||||||||||||||||||||||||||||
| Exercised | (275,900) | 72.47 | (1,297,238) | 72.47 | (413,750) | 84.94 | |||||||||||||||||||||||||||||
| Forfeited | (69,085) | 72.18 | (182,050) | 69.80 | (149,300) | 72.99 | |||||||||||||||||||||||||||||
IPG options converted | 86,000 | 67.82 | — | — | |||||||||||||||||||||||||||||||
| December 31 | 8,828,208 | $75.82 | 3,085,287 | $71.65 | 4,564,575 | $71.81 | |||||||||||||||||||||||||||||
| Exercisable December 31 | 2,742,290 | $73.30 | 2,302,762 | $72.47 | — | ||||||||||||||||||||||||||||||
Options outstanding and exercisable:
| December 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||||||||||
| Exercise Price Range | Shares | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | |||||||||||||||||||||||||||||||||
| $60.00 | to | $70.00 | 843,750 | 6.4 years | $69.09 | 169,000 | $68.51 | |||||||||||||||||||||||||||||||
| $71.00 | to | $79.00 | 6,932,292 | 6.2 years | 75.95 | 2,573,290 | 73.61 | |||||||||||||||||||||||||||||||
| $80.00 | to | $89.00 | 1,052,166 | 6.2 years | 80.39 | — | 0.00 | |||||||||||||||||||||||||||||||
| 8,828,208 | $75.82 | 2,742,290 | $73.30 | |||||||||||||||||||||||||||||||||||
The grant date fair value of $16.48 for the 2025 option awards was determined using the Black-Scholes option valuation model. The assumptions, without adjusting for forfeitures and lack of liquidity, were: an expected life ranging from 5.0 years to 5.3 years, risk free interest rate ranging from 3.6% to 4.1%, expected volatility ranging from 24.8% to 28.9%, and dividend yield ranging from 3.5% to 4.2%.
Restricted Stock
Restricted stock activity:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| January 1 | 3,151,514 | 2,802,297 | 3,010,343 | ||||||||||||||
| Granted | 1,503,181 | 1,459,525 | 1,010,575 | ||||||||||||||
| Vested | (954,745) | (878,247) | (915,245) | ||||||||||||||
| Forfeited | (311,239) | (232,061) | (303,376) | ||||||||||||||
| December 31 | 3,388,711 | 3,151,514 | 2,802,297 | ||||||||||||||
| Weighted average grant date fair value of shares granted in the period | $66.38 | $81.39 | $84.33 | ||||||||||||||
| Weighted average grant date fair value at December 31 | $69.50 | $71.59 | $64.84 | ||||||||||||||
Generally, restricted shares vest ratably over five years from the grant date provided the employee remains employed by us. Restricted shares do not pay a dividend, and may not be sold, transferred, pledged or otherwise encumbered until the forfeiture restrictions lapse. Under most circumstances, the employee forfeits the shares if employment ceases prior to the end of the restriction period.
Performance Restricted Stock Units
The Compensation Committee grants certain employees performance restricted stock units, or PRSU. Each PRSU represents the right to receive one share of common stock on vesting. The ultimate number of PRSUs received by the employee depends on the Company's average return on equity over a three-year period compared to the average return on equity of a peer group of principal competitors over the same period. The PRSUs vest three years from the grant date. The PRSUs have a service and performance vesting condition and compensation expense is recognized on a graded-vesting basis. Over the performance period, compensation expense is adjusted upward or downward based on our estimate of the probability of achieving the performance target for the portion of the awards subject to the performance vesting condition. We have assumed that all PRSUs will vest.
PRSU activity:
| Year Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| January 1 | 574,184 | $86.63 | 563,036 | $81.11 | 570,235 | $71.19 | |||||||||||||||||||||||||||||
| Granted | — | 177,059 | 93.19 | 178,998 | 92.18 | ||||||||||||||||||||||||||||||
| Distributed | (218,127) | 76.79 | (165,911) | 74.89 | (186,197) | 61.36 | |||||||||||||||||||||||||||||
| December 31 | 356,057 | $92.67 | 574,184 | $86.63 | 563,036 | $81.11 | |||||||||||||||||||||||||||||
Employee Stock Purchase Plan
The employee stock purchase plan, or ESPP, enables employees to purchase our common stock through payroll deductions over each plan quarter at 95% of the market price on the last trading day of the plan quarter. Purchases are limited to 10% of eligible compensation as defined by the Employee Retirement Income Security Act of 1974, or ERISA. In 2025, 2024 and 2023,
employees purchased 68,541 shares, 56,473 shares and 65,644 shares, respectively. All shares purchased were issued from treasury stock, for which we received $5.0 million, $5.1 million and $5.3 million, respectively. At December 31, 2025, there were 8,171,126 shares available under the ESPP.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 5, 2025 | |
| 2023 | Feb 7, 2024 | |
| 2022 | Feb 8, 2023 | |
| 2021 | Feb 9, 2022 | |
| 2020 | Feb 18, 2021 | |
| 2019 | Feb 11, 2020 | |
| 2018 | Feb 12, 2019 | |
| 2017 | Feb 15, 2018 | |
| 2016 | Feb 9, 2017 | |
| 2015 | Feb 9, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.