Corporate Governance

Corporate Governance

Omnicom is led by our senior management team under the direction of our Board of Directors. The Board has adopted, and periodically reviews, policies and procedures to guide it in the discharge of its oversight responsibilities. These policies and procedures provide a framework for the proper operation of our company, consistent with our shareholders’ best interests and the requirements of the law.

Our Board consists of 10 directors: 9 independent or outside directors and our Chairman and Chief Executive Officer John D. Wren. Each director stands for election annually. Omnicom’s commitment to diversity is reflected within the boardroom. Our Board includes six women, four African Americans, including Leonard S. Coleman, Jr., our Lead Independent Director, and one Latina. Our Audit, Compensation and Finance Committees are Chaired by female directors, and the Chair of our Governance Committee is African American. Bios of our Board of Directors are below.

 

John Wren is the Chairman and CEO of Omnicom Group, a Fortune 500 company and premier global provider of marketing communications services. He was named CEO in 1997 and elected President in 1996. Under his leadership, Omnicom has achieved status as a world-class company with one of the best corporate and divisional management in the advertising industry.

Omnicom manages a portfolio of global marketing leaders, consistently recognized as being among the world’s best creative, including BBDO, DDB, FleishmanHillard, Interbrand, Ketchum, OMD, PHD, Porter Novelli, Rapp, and TBWA. Omnicom companies work with more than 5,000 global, national and local clients all over the world, providing brand advertising, media planning and buying, digital and promotional marketing, CRM, public relations and other specialty communications services.

Omnicom has been named a “Most Admired Company” by Fortune, consistently appears among the top 250 performers of the Fortune 500, and was ranked Number One in its peer group by The Wall Street Journal. Mr. Wren has also been recognized as one of the Best-Performing CEOs in the World by Harvard Business Review, Best CEO by Institutional Investor and as Executive of the Year by Advertising Age.

Mr. Wren was part of the team that created Omnicom Group in 1986, two years after entering the advertising business as an Executive Vice President with Needham Harper Worldwide. He was appointed CEO of the Diversified Agency Services (DAS) division of Omnicom in 1990, and was responsible for developing this division into the holding company’s fastest growing and largest operating group, comprised of innovative companies in a wide array of communication disciplines ranging from public relations to branding.

As CEO of DAS and then Omnicom, Mr. Wren has championed the company’s investment in the recruitment and development of top talent through several key programs, including Omnicom University, the industry standard for senior management training in professional service firms. In addition, the American Advertising Federation (AAF) honored him as a pioneer and supporter of Diversity.

Mr. Wren is a member of the International Business Council of the World Economic Forum and is active in a number of philanthropic endeavors. A member of the Board of Directors of Lincoln Center for the Performing Arts, and a Trustee of the Arthur Ashe Foundation, Mr. Wren also supports healthcare education for disadvantaged communities and has been recognized for his contributions to the community with numerous accolades, among them the Gold Medal Award from the Catholic Youth Organization and the Ellis Island Medal of Honor.

From 1987 to 2007, Ms. Choksi was a founding partner and Senior Managing Director of Strategic Investment Group, an investment management enterprise which designs and implements global investment strategies for large institutional and individual investors. In addition, Ms. Choksi is a trustee of a number of funds in the Franklin Templeton Funds family. Ms. Choksi was also a founder and, until May 2011, a Managing Director of Emerging Markets Management LLC, which manages portfolios of emerging market equity securities, primarily for institutional investors. Prior to 1987, Ms. Choksi worked in the Pension Investment Division of the World Bank. In addition, Ms. Choksi is a director and Chair of the Finance Committee of White Mountains Insurance Group, Ltd., a company whose principal businesses are conducted through its insurance subsidiaries and other affiliates. Ms. Choksi also served as a director of Avis Budget Group during the last five years.

Mr. Coleman was Senior Advisor, Major League Baseball, from 1999 through 2005. Previously, he was Chairman of Arena Co., a subsidiary of Yankees/Nets, until September 2002. Before that, he was President of the National League of Professional Baseball Clubs from 1994 to 1999, having previously served since 1992 as Executive Director, Market Development of Major League Baseball. Mr. Coleman also serves as a director and member of the Compensation and Nominating and Governance Committees of Electronic Arts Inc., a company that develops, markets, publishes and distributes video games. In addition, Mr. Coleman is a director, and member of the Corporate Governance and Nominating and Environmental Health and Safety Committees of Hess Corporation, an energy company engaged in the exploration and production of crude oil and natural gas. Mr. Coleman also served as a director of Santander Consumer USA Holding Inc., Avis Budget Group and Aramark Corporation during the last five years. Additionally, Mr. Coleman was previously a municipal finance banker for Kidder, Peabody & Company. Prior to joining Kidder, Mr. Coleman served as Commissioner of both the New Jersey Department of Community Affairs and Department of Energy, and Chairman of the Hackensack Meadowlands Development Commission and the New Jersey Housing and Mortgage Finance Agency. Mr. Coleman was also the Vice Chairman of the State Commission on Ethical Standards and a member of the Economic Development Authority, Urban Enterprise Zone Authority, Urban Development Authority, State Planning Commission and New Jersey Public Television Commission. He has also served as President of the Greater Newark Urban Coalition and worked in a management consulting capacity throughout Africa. 

Since 1996, Mr. Gerstein has been a partner at Latham & Watkins LLP, holding leadership positions including global chair of the Mergers & Acquisitions group, where he helped build the Latham & Watkins M&A Practice into a U.S. and global leader for public company transactions. He has counselled the directors and officers of Fortune 500 companies and other public companies on corporate governance (including ESG matters), investor relations, crises management, domestic and cross-border mergers and acquisitions, and other strategic and capital markets matters. From 1984 to 1996, Mr. Gerstein was a corporate attorney at Katten Muchin Rosenman, an AmLaw 100 law firm, advising directors and owners of private and public companies on a variety of corporate matters. Mr. Gerstein was Chair and is currently a Board member of Youth Guidance, which works with children in urban public schools in Chicago and nationally. Mr. Gerstein also serves on the University of Michigan’s Dean’s Advisory Council at the School of Literature, Science and the Arts.

Mr. Hawkins is a Managing Director of Global Infrastructure Partners, a position he has held since April 2018. Global Infrastructure Partners is an infrastructure focused private equity firm with over $77 billion of assets under management. In this role, Mr. Hawkins focuses on international investments primarily in the energy sector. Until April 2018, Mr. Hawkins was a Managing Director, Head of International Investments and member of the Investment Committee of EIG Global Energy Partners, which he joined in 2014. From 2009 to 2013, Mr. Hawkins was an Executive Vice President of General Electric where he led GE Energy’s Global Business Development activities and served as Chair of the GE Energy Investment Committee. Prior to that, Mr. Hawkins spent 19 years as a senior member of the energy investment banking departments at Citigroup and Credit Suisse, completing corporate advisory assignments in over 50 countries, including mergers, acquisitions, divestitures and restructurings. Mr. Hawkins has also led numerous corporate financings for large companies including equity, debt and structured financings.

Ms. Kissire held multiple senior leadership positions at EY during her career from 1979 to 2015, serving most recently as Vice Chair and Regional Managing Partner, member of the Americas Executive Board and member of the Global Practice Group. Other positions held include the U.S. Vice Chair of Sales and Business Development and National Director of Retail and Consumer Products Tax Services. Throughout her career at EY, Ms. Kissire’s leadership skills and vision were leveraged for strategic firm initiatives and programs such as their Partner Advisory Council, Strategy Task Force, Gender Equity Task Force, Vision 2000 Sales Task Force, and global Vision 2020. Ms. Kissire also serves as a director and Chair of the Audit Committee of Cable One, Inc., a company that provides customers with cable television, high-speed Internet and telephone services, and a director, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee of Axalta Coating Systems Ltd., a manufacturer of liquid and powder coatings. Ms. Kissire also serves as a director, Chair of the Audit Committee and member of the Environmental, Health, Safety, Quality and Public Policy Committees of Celanese Corporation, a global chemical and specialty materials company that engineers and manufactures a wide variety of products.

Ms. Martore is the former President and Chief Executive Officer of TEGNA Inc., one of the nation’s largest local media companies formerly known as Gannett Co., Inc., a position she held from October 2011 to June 2017.  Ms. Martore held various leadership roles over her 32-year career at TEGNA, including as President and Chief Operating Officer from 2010 to 2011, Executive Vice President and Chief Financial Officer from 2005 to 2010 and Senior Vice President and Chief Financial Officer from 2003 to 2005. Prior to TEGNA, Ms. Martore worked for 12 years in the banking industry.  Ms. Martore also serves as a director and member of the Audit and Compensation Committees of WestRock Company, a multinational provider of paper and packaging solutions for the consumer and corrugated packaging markets, and a director, Chair of the Compensation Committee and member of the Audit Committee of United Rentals, Inc., the world’s largest equipment rental company. In addition, Ms. Martore served as a director of TEGNA Inc. during the last five years. Ms. Martore is also a member of the Board of Directors of FM Global and is Vice Chairman of The Associated Press.

Ms. Pineda served as Group Vice President of Hispanic Business Strategy for Toyota Motor North America, Inc. from 2013 to October 2016. Prior to that, she was Group Vice President of National Philanthropy for nine years. During her time at Toyota Motor North America, Pineda also served as General Counsel and Group Vice President of Administration, Corporate Advertising, Corporate Communications and Diversity. Ms. Pineda is currently a member of the Board of Directors of the Latino Corporate Directors Association and a member of the Board of Trustees for Earthjustice.

In addition, Ms. Pineda is a director and member of the Finance and Nominating, Governance, and Corporate Citizenship Committees of Levi Strauss & Company, an apparel maker, and a director and member of the Compensation and Nominating and Governance Committees of Frontier Group Holdings, Inc., the parent company of Frontier Airlines.

Ms. Johnson Rice is the Chief Executive Officer of Johnson Publishing Company, formerly the parent company for EBONY and Jet magazines, and Fashion Fair Cosmetics. Ms. Johnson Rice is the former Chairman Emeritus of Ebony Media Holdings, the parent company for Ebony and Jet brands and is the former Chairman Emeritus of Ebony Media Operations, after having served as Chief Executive Officer from 2017 until 2019. Ms. Johnson Rice joined Johnson Publishing Company in 1980, was elected President and Chief Operating Officer in 1987 and served as Chairman and Chief Executive Officer from 2008 to 2019. Ms. Johnson Rice is a director and Chair of the Nominating and Corporate Governance Committee of Enova International, Inc., a provider of online financial services to non-prime consumers and small businesses. Ms. Johnson Rice also served as a director of Grubhub Inc. and Tesla, Inc. during the last five years.

Ms. Williams is a former Southwest Assurance Managing Partner for EY, a position she had held from 2006 to 2016. She joined EY in 1981 and has over 35 years of audit and public accounting experience, serving numerous global and multi-location companies in various industries. Ms. Williams held several senior leadership positions at EY and served on multiple strategic committees, including the firm’s Partner Advisory Council, Inclusiveness Council, Audit Innovation Taskforce and the Diversity Taskforce. In addition, Ms. Williams is a director, Chair of the Audit Committee and member of the Reserves Committee of Devon Energy Corporation, a leading oil and gas producer in the U.S., and a director, Chair of the Audit Committee and member of the Corporate Governance Committee of DTE Energy Co., a diversified energy company involved in the development and management of energy-related businesses and services. Ms. Williams also serves as Trustee of a number of funds in the Franklin Templeton Funds family. In addition, Ms. Williams served as a director of WPX Energy Inc. from 2018 until its merger with Devon Energy Corporation in January 2021.

Loading...