IPG DEF 14A Report ended May 27, 2021

The Board of Directors (the “Board”) of The Interpublic Group of Companies, Inc. (“Interpublic,” “IPG,” the “Company,” “us,” “we” or “our”) is providing this Proxy Statement in connection with the 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held virtually, at 9:30 a.m., Eastern Time, on Thursday, May 27, 2021. Interpublic’s principal executive office is located at 909 Third

Avenue, New York, NY 10022. The proxy materials are first being sent to stockholders beginning on or about April 16, 2021.

This Proxy Statement is also available on our website at http://www.interpublic.com .

FREQUENTLY ASKED QUESTIONS

Who Can Attend the Annual Meeting? How Do I Attend?

Stockholders of record as of the close of business on April 1, 2021 (the “Record Date”), or proxy holders for such stockholders, will be able to participate in the Annual Meeting.

To attend the Annual Meeting as a stockholder of record, visit www.meetingcenter.io/287172608 and enter the 15-digit control number found on your proxy card, notice of internet availability of proxy materials or on the instructions that accompanied your proxy materials. The password for the meeting is IPG2021.

How are the proxy materials being distributed?

To expedite delivery, reduce our costs and decrease the environmental impact of our proxy materials, we used “Notice and Access” in accordance with the U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the internet. As a result, we are mailing to many of our stockholders of record a notice of the internet availability of the proxy materials in lieu of a paper copy of the proxy materials. All stockholders receiving this notice may access the proxy materials over the internet or request a paper copy of the proxy materials by mail. In addition, the notice has instructions on how you may request access to proxy materials by mail or electronically on an ongoing basis.

Choosing to access your future proxy materials electronically will reduce the costs of distributing our proxy materials and helps conserve natural resources. If you choose to access future proxy materials electronically in connection with future meetings, you will receive an email of a Notice and Access with instructions containing a link to the website where the proxy materials are available and a link to the proxy-voting website. Your election to access proxy

materials electronically will remain in effect until it is terminated by you.

Who can vote?

You are entitled to vote or direct the voting of your shares of Interpublic common stock (the “Common Stock”) if you were a stockholder on April 1, 2021. On April 1, 2021, approximately 393,253,115 shares of Common Stock were outstanding.

Who is the holder of record?

You may own your shares of Common Stock either

If your shares are registered directly in your name, you are the holder of record of these shares, and we are sending these proxy materials directly to you. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting, unless you plan to attend as a guest. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of IPG common stock you held as of the Record Date, along with your name and email address, to Computershare. Please forward the email from your broker, or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 P.M. Eastern Time, on May 24, 2021. You will then receive a confirmation of your registration, with a 15-digit control number, by email from Computershare. At the time of the meeting, visit www.meetingcenter.io/287172608 and enter your control number and the meeting password, IPG2021.

How do I vote?

Your vote is important. We encourage you to vote promptly. You may vote in any one of the following ways:

Asking Questions

If you are attending the Annual Meeting as a stockholder of record or registered beneficial owner, questions can be submitted by accessing the Meeting Center at www.meetingcenter.io/287172608, entering your control number and the meeting password, IPG2021, and clicking on the Dialog icon in the upper right hand corner of the page.

Attending the Annual Meeting as a Guest

If you would like to enter the Annual Meeting as a guest in listen-only mode, click on the “I am a Guest” button after entering the Meeting Center at www.meetingcenter.io/287172608 and enter the information requested on the following screen. Please note guests will not have the ability to ask questions or vote during the meeting.

How many shares must be present to hold the annual meeting?

A quorum is required to transact business at the Annual Meeting. We will have a quorum at the Annual Meeting if the holders of more than 50% of the outstanding shares of Common Stock entitled to vote are present or represented by proxy at the meeting.

How are votes counted?

For all matters being submitted to a vote of stockholders, only proxies and ballots that indicate votes ‘‘ FOR ,’’ ‘‘ AGAINST ’’ or ‘‘ ABSTAIN ’’ on the proposals, or that provide the designated proxies with the right to vote in their judgment and discretion on the proposals are counted to determine the number of shares present and entitled to vote.

A New York Stock Exchange (“NYSE”) member broker that holds shares for the account of a customer has the authority to vote on certain limited matters without instructions from the customer. Of the matters being submitted to a vote of stockholders at the Annual Meeting, NYSE rules permit member brokers to vote without instructions only on the proposal to ratify the appointment of our independent auditor. On each of the other matters, NYSE members may not vote without customer instruction. A notation by a broker on a returned proxy that it is not permitted to vote on particular matters due to the NYSE rules is referred to as a “broker non-vote.”

How will my shares be voted at the Annual Meeting?

The individuals named as proxies on the proxy card will vote your shares in accordance with your instructions. Please review the voting instructions and read the entire text of the proposals and the positions of the Board of Directors in this Proxy Statement prior to marking your vote. If your proxy card is signed and returned without specifying a vote or an abstention on a proposal, it will be voted according to the recommendation of the Board of Directors on that proposal. That recommendation is shown for each proposal on the proxy card.

What are the Board of Directors’ voting recommendations?

For the reasons set forth in more detail later in this Proxy Statement, our Board of Directors recommends a vote:

What vote is required to approve each proposal?

The table below shows the vote required to approve the matters being submitted to a vote of stockholders at the Annual Meeting:

* Advisory and non-binding

How can I revoke my proxy or change my vote?

You can revoke your proxy or change your vote at any time before your shares are voted at the Annual Meeting by:

Who will count the vote?

The Board of Directors has appointed Computershare to act as Inspector of Election at the 2021 Annual Meeting.

Stockholder List

A list of stockholders entitled to vote at the Annual Meeting will be available during the meeting for inspection by stockholders for any legally valid purpose related to the Annual Meeting at www.meetingcenter.io/287172608. To view the list for such purposes during the 10 days prior to the meeting, please contact Robert Dobson at Robert.Dobson@interpublic.com.

Who is the proxy solicitor?

D.F. King & Co., Inc. has been retained by Interpublic to assist with the Annual Meeting, including the distribution of proxy materials and solicitation of votes, for a fee of $18,000, plus reimbursement of expenses to be paid by Interpublic. In addition, our directors, officers or employees may solicit proxies for us in person or by telephone, facsimile, Internet or other electronic means for which they will not receive any compensation other than their regular compensation as directors, officers and employees. Banks, brokers and others holding stock for the account of their customers will be reimbursed by Interpublic for out-of-pocket expenses incurred in sending proxy materials to the beneficial owners of such shares.

How do I submit a proposal for inclusion in Interpublic’s 2022 proxy materials?

Stockholder proposals submitted for inclusion in Interpublic’s proxy statement and form of proxy for the 2022 Annual Meeting of Stockholders scheduled to be held on May 26, 2022, should be addressed to: The Interpublic Group of Companies, Inc., 909 Third Avenue, New York, NY 10022, Attention: SVP & Secretary, and must be received by Interpublic by December 18, 2021, in order to be considered for inclusion. Such proposals must comply with all applicable SEC regulations.

How do I submit an item of business for consideration at the 2022 Annual Meeting?

A stockholder wishing to introduce an item of business (including the nomination of any person for election as a director of Interpublic) for consideration by stockholders at the 2022 Annual Meeting, other than a stockholder proposal included in the proxy statement as described in response to the preceding question, must comply with Section 2.13(a)(2) of Interpublic’s Bylaws, which requires notice to Interpublic no later than February 26, 2022, and no earlier than January 27, 2022, accompanied by the information required by Section 2.13(a)(2).

ITEM 1. ELECTION OF DIRECTORS

At the Annual Meeting, ten directors are to be elected, each for a one-year term. The directors so elected will hold office until the Annual Meeting of Stockholders to be held in 2022 and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

Unless authority is withheld by the stockholder, it is the intention of persons named by Interpublic as proxies on the proxy card to vote “ for ” the nominees identified in this Proxy Statement or, in the event that any of the nominees is unable to serve (an event not now anticipated), to vote “ for ” the balance of the nominees and “ for ” the replacement

nominee, if any, designated by the Board of Directors. If no replacement is nominated, the size of the Board of Directors will be reduced.

Each of the nominees is currently a director, and each has been recommended for re-election to the Board of Directors by the Corporate Governance and Social Responsibility Committee (also referred to as the “Governance and Social Responsibility Committee”) and approved and nominated for re-election by the Board of Directors.

The Board of Directors recommends that stockholders vote “FOR” each of the nominees.

OUR CORPORATE GOVERNANCE FRAMEWORK

Our corporate governance framework is designed to ensure strong commitment to maintaining sound corporate governance practices. Our governance framework enables independent and skilled directors to provide oversight, advice, and counsel to promote the interests of Interpublic and its stockholders. Key governance policies and processes include our Code of Conduct, our comprehensive enterprise-wide risk management program, our commitment to transparent financial reporting and our systems of internal checks and balances.

You may view our Corporate Governance Guidelines, the charters of each of our board committees and the Code of

Conduct for our employees and directors on Interpublic’s website at http://www.interpublic.com or you may obtain copies free of charge by writing to The Interpublic Group of Companies, Inc., 909 Third Avenue, New York, NY 10022, Attention: SVP & Secretary. These documents provide the framework for our governance at the board level. Our directors understand that they serve you as stockholders in carrying out their responsibility to oversee the operation and strategic direction of our company. To do so effectively, our Board along with management regularly reviews our Corporate Governance Guidelines, our committee charters and governance practices to assure that they are appropriate and reflect high standards.

Director Independence

In accordance with NYSE listing standards (the “NYSE Listing Standards”), the Board annually evaluates the independence of each member of the Board of Directors under the independence standards set forth in Interpublic’s Corporate Governance Guidelines, and under the NYSE Listing Standards.

Interpublic has ten directors, two of whom, Michael I. Roth and Philippe Krakowsky, are employees of Interpublic and, eight of whom are not employees of Interpublic or its subsidiaries (referred to in this Proxy Statement as “Non-Management Directors”). At their meetings held in February of this year, the Governance and Social Responsibility Committee and the full Board determined that each of the Non-Management Directors is an independent director under Interpublic’s Corporate Governance Guidelines and the NYSE Listing Standards.

Meeting of Independent Directors

The NYSE Listing Standards require that if the group of Non-Management Directors includes one or more directors who are not independent, then at least once annually, the Non-Management Directors should hold an executive session attended by only independent directors. Although not required under the NYSE Listing Standards (because all of the Non-Management Directors are independent), the Board nevertheless held several executive sessions of its independent directors during 2020, with Mr. Thomas, in his role as Presiding Director, serving as the chairperson of the sessions.

Director Selection Process

The Governance and Social Responsibility Committee is charged with the responsibilities described below under the heading “Committees of the Board of Directors—Corporate Governance and Social Responsibility Committee.”

One of the responsibilities of the Governance and Social Responsibility Committee is to identify and recommend to the Board candidates for election as directors. The committee, together with the Presiding Director, considers candidates suggested by its members, other directors, senior management and stockholders as necessary in anticipation of upcoming director elections or due to Board vacancies. The Governance and Social Responsibility Committee is given broad authorization to retain, at the expense of Interpublic, external legal, accounting or other advisers, including search firms, to identify candidates and to perform background reviews of potential candidates. The Governance and Social Responsibility Committee is expected to provide guidance to search firms it retains about the particular qualifications the Board is then seeking.

Effective January 1, 2021, the Board elected Philippe Krakowsky to become a member of the Board. The Board has had the opportunity to observe and evaluate Mr. Krakowsky in his various roles at Interpublic. Given Mr. Krakowsky’s business performance, depth of experience, proven leadership and track record for success, the Governance and Social Responsibility Committee recommended his election to the Board.

Each of the directors nominated for election at the Annual Meeting were evaluated and recommended to the Board for

nomination by the Governance and Social Responsibility Committee, and nominated by the Board for election.

All director candidates, including those recommended by stockholders, are evaluated on the same basis. Candidates are considered in light of the entirety of their credentials. As part of the evaluation of individual candidates, the following factors are taken into consideration:

Board Diversity Policy —The Board is committed to having a Board that reflects diverse perspectives, skills, geographic and cultural backgrounds, and experiences in areas relevant to the Company’s global operations. The Board has adopted a policy, included in the Corporate Governance Guidelines, formalizing its longstanding commitment to maintaining a gender and ethnically diverse Board.

In determining the needs of the Board and Interpublic, the Governance and Social Responsibility Committee considers the qualifications of sitting directors and periodically consults with the other members of the Board, including the Presiding Director, the Executive Chairman and the CEO, (including as part of the Board’s annual self-evaluation), as well as other members of senior management and, where appropriate, external advisers. All directors are expected to exemplify the highest standards of personal and professional integrity and to assume the responsibility of challenging management through their active and constructive participation in meetings of the Board and its various committees, as well as through less formal communications with management.

Director candidates, other than sitting directors, are interviewed by members of the Executive Committee, other

directors, including the CEO, and other key management personnel, and the results of those interviews are considered by the Governance and Social Responsibility Committee in its deliberations. The Governance and Social Responsibility Committee also reviews sitting directors who are considered potential candidates for re-election, in light of the above considerations and their past contributions to the Board.

Stockholders wishing to recommend a director candidate to the Governance and Social Responsibility Committee for its consideration should write to the Corporate Governance and Social Responsibility Committee, in care of its Chairperson, at The Interpublic Group of Companies, Inc., 909 Third Avenue, New York, NY 10022. Any recommendations will be considered for the next annual election of directors in 2022. A recommendation should include the proposed candidate’s name, biographical data and a description of his or her qualifications in light of the criteria listed above.

Succession Planning

Interpublic’s Board of Directors is actively involved in talent management. Annually, the Board reviews and analyzes the alignment of Interpublic’s strategy on personnel and succession with its overall business strategy. This includes a detailed discussion of Interpublic’s global leadership bench, strength and succession plans with a focus on key positions at the senior officer level. In addition, the committees of the Board regularly discuss the talent pipeline for specific critical roles at Interpublic and each of its global agencies. The Board seeks opportunities to provide potential leaders with exposure and visibility to Board members through formal presentations and by periodically holding Board and committee meetings at key operating units. In addition, the Board is regularly updated on key talent indicators for the overall workforce, including work environment, diversity, recruiting and development programs.

Code of Conduct

Interpublic has adopted a set of ethical standards known as the Code of Conduct, which applies to all employees of Interpublic and its subsidiaries and affiliates. Interpublic’s Corporate Governance Guidelines provide that members of the Board of Directors and officers (which includes Interpublic’s Chief Executive Officer, Chief Financial Officer, Controller and Chief Accounting Officer and other persons performing similar functions) must comply with the Code of Conduct. In addition, the Corporate Governance Guidelines state that the Board will not waive any provision of the Code of Conduct for any director or executive officer. The Code of Conduct, including future amendments, may be viewed on Interpublic’s website at http://www.interpublic.com or a copy may be obtained free of charge by writing to The Interpublic Group of Companies, Inc., 909 Third Avenue, New York, NY 10022, Attention: SVP & Secretary.

Interested parties may contact Interpublic’s Board of Directors, the Non-Management Directors as a group, or any individual director, as applicable, by writing to them at the following address:

c/o SVP & Secretary

The Interpublic Group of Companies, Inc.

909 Third Avenue

New York, NY 10022

Communications to the Board, the Non-Management Directors or to any individual director that relate to Interpublic’s accounting, internal accounting controls or auditing matters will also be referred to the chairperson of the Audit Committee. Other communications will be referred to the Presiding Director (whose responsibilities are described below) or the appropriate committee chairperson.

Attendance at Board of Directors and Committee Meetings

The Corporate Governance Guidelines provide that each director is expected to be prepared for, attend and participate in, at least 75% of all regularly scheduled and special meetings of the Board and meetings of the Committees on which a Board member serves, absent special circumstances. The Board of Directors held 7 meetings in 2020 and committees of the Board held a total of 22 meetings. During 2020, each director attended more than 75% of the total number of meetings of the Board of Directors and committees on which he or she served.

Attendance at Annual Meeting of Stockholders

While Interpublic does not have a specific policy for attendance by directors at the Annual Meeting of Stockholders, each Director attended the 2020 virtual annual meeting.

Board Structure and Committees

The standing committees of the Board consist of the Audit Committee, the Compensation and Leadership Talent Committee, the Corporate Governance and Social Responsibility Committee and the Executive Committee. The activities of the Audit Committee, Compensation and Leadership Talent Committee, and the Governance and Social Responsibility are each governed by a charter that may be viewed on Interpublic’s website at http://www.interpublic.com or may be obtained free of charge by writing to The Interpublic Group of Companies, Inc., 909 Third Avenue, New York, NY 10022, Attention: SVP & Secretary. A description of the responsibilities of each standing committee of the Board is provided below under the heading “Committees of the Board of Directors.”

The Board continually examines its policies to ensure that Interpublic’s corporate governance and Board structure are designed to maximize the Company’s effectiveness. The Board believes that the best leadership structure may vary as circumstances warrant. After careful consideration, with the appointment of Philippe Krakowsky to Chief Executive Officer, the Board determined that having separate chief executive officer and chairman roles is best for the Company and its stockholders at this time, and appointed Mr. Roth as Executive Chairman, effective January 1, 2021. As CEO, Mr. Krakowsky’s primary responsibilities will be to provide leadership with respect to the day–to-day management operations and strategic direction of the Company. As Executive Chairman, Mr. Roth will continue to provide effective leadership and counsel to the Board, the CEO and management, with a particular focus on Board oversight, governance and corporate social responsibility matters.

To further ensure a proper level of independent board oversight, the Board has also designated an independent Presiding Director, who has the duties described below. The Board believes that the corporate governance measures it has in place ensure that strong, independent directors effectively oversee our management and provide vigorous oversight of our key issues relating to strategy, risk and integrity.

Interpublic’s Board structure allows for independent directors to bring experience, oversight and expertise from outside Interpublic and other industries, while both the Executive Chairman and the CEO bring company-specific knowledge and expertise. The Board believes that based on the recent appointment of Mr. Krakowsky to the role of CEO and the experience and institutional knowledge both he and Mr. Roth possess, that the current Board structure best

promotes the operational and strategic objectives of the Company, enhances the information flow between management and the Board, which are essential to effective governance, and coupled with the appointment of an independent Presiding Director, ensures the continuity of efficient and effective leadership, which is in the best interests of Interpublic and our stockholders.

Presiding Director

The independent Presiding Director of the Board helps to coordinate communications between the Board and management of Interpublic. In this role, the Presiding

Director convenes and chairs meetings and executive sessions of the Non-Management Directors, coordinates feedback to the Executive Chairman and the Chief Executive Officer on behalf of the Non-Management Directors on business issues and management, coordinates and develops with the Executive Chairman and the Chief Executive Officer the agendas and presentations for meetings of the Board and, as appropriate, is available for direct communication with stockholders who request such a communication. Mr. Thomas currently serves as the independent Presiding Director.

The Board has an active role in the oversight of the Company’s enterprise risk management activities. Elements of the Board’s risk management practices include:

Each committee also regularly informs the Board of any potential issues or concerns raised when performing its risk management duties.

Interpublic’s Code of Conduct requires directors and employees to avoid activities that could conflict with the interests of Interpublic, except for transactions that are disclosed and approved in advance. Interpublic has adopted a Related Person Transaction Policy under which approval is required for any transaction, agreement or relationship between Interpublic or any of its consolidated subsidiaries and a Related Person (a “Related Person Transaction”).

Under the Related Person Transaction Policy, a “Related Person” is defined as any (i) director, nominee for election as a director, an executive officer or any of their “immediate family members” (as defined by the Related Person Transaction Policy); (ii) any entity, including not-for-profit and

charitable organizations, controlled by or in which any of the foregoing persons have a substantial beneficial ownership interest; or (iii) any person who is known to be, at the time of the transaction, the beneficial owner of more than 5% of the voting securities of Interpublic or an immediate family member of such person.

Under the policy, Related Person Transactions do not include any employee benefit plan, program, agreement or arrangement that has been approved by the Compensation Committee or recommended by the Compensation Committee for approval by the Board.

To facilitate compliance with the policy, the Code of Conduct requires that employees, including directors and

executive officers, report circumstances that may create or appear to create a conflict between the personal interests of the individual and the interests of Interpublic, regardless of the amount involved, to Interpublic’s Chief Risk Officer using Interpublic’s Compliance Report Form. Each director and executive officer annually confirms to the Company his or her compliance with the Related Person Transaction Policy as part of the preparation of Interpublic’s Annual Report on Form 10-K and its annual proxy statement. Director nominees and persons promoted to executive officer positions must also confirm such compliance at the time of their nomination or promotion. Management also reviews its records and makes additional inquiries of management personnel and, as appropriate, third parties and other sources of information for the purpose of identifying Related Person Transactions, including Related Person Transactions involving beneficial owners of more than 5% of Interpublic’s voting securities.

The Audit Committee reviews transactions subject to the Related Person Transaction Policy and determines whether to approve or disapprove those transactions, by examining whether or not the transactions are fair, reasonable and within Interpublic policy. The Audit Committee makes its determination by taking into account all relevant factors and any controls that may be implemented to protect the interests of Interpublic and its stockholders. Among the factors that the Audit Committee takes into account in determining whether a transaction is fair and reasonable, as applicable, are the following:

No director may participate in any consideration or approval of a Related Person Transaction with respect to which he or she or any of his or her immediate family members is the Related Person. Related Person Transactions not approved or ratified as required by the Related Person Transaction Policy are subject to termination by Interpublic. If the transaction has been completed, the Audit Committee will consider if rescission of the transaction is appropriate and whether disciplinary action is warranted.

Related Person Transactions

Andrew Roth, Michael Roth’s son, has been an employee of IPG DXTRA (“DXTRA”), the rebranded Constituency Management Group, and its operating subsidiaries since November 2017. Andrew is not an officer or director of Interpublic Group and does not report to any executive officer of IPG. Andrew’s compensation at DXTRA is in excess of the $120,000 reporting threshold and has been determined in a manner consistent with the Company’s human resources and compensation policies. The Audit Committee assessed and approved the foregoing matter, taking into account and in accordance with the Company’s Related Person Transaction Policy.

Each Non-Management Director is expected, within 5 years of joining the Board, to accumulate a minimum share ownership in Interpublic stock equal to five times the annual cash retainer paid to Non-Management Directors. Outstanding shares of restricted stock are included in a director’s share ownership. All Non-Management Directors standing for re-election, as of December 31, 2020, have met or exceeded these guidelines, with the exception of Ms. Sanford, who has not yet reached her guideline compliance date. The Company believes that

the equity component of director compensation serves to further align the Non-Management Directors with the interests of our stockholders. For information about share ownership of our Non-Management Directors, see “Non-Management Director Compensation” on page 22 and “Share Ownership of Management” on page 67. For a discussion of the share ownership guidelines applicable to Interpublic’s executives, see “Compensation Discussion & Analysis — Share Ownership Guidelines” on page 44.

Directors and only executive employees subject to the share ownership guidelines are prohibited from engaging in any transaction involving:

OUR VALUES

Diversity and inclusion are essential priorities for IPG, and they are key elements in how we deliver value to all of our stakeholders. We strive to ensure that our talent represents the diversity of our communities and consumers, with a culture that drives belonging, well-being and growth. Such a workplace will also enable us to provide cultural insights to help clients make authentic and responsible connections with their customers.

Our Culture Promotes Empathy and Well-being in a Changing World - IPG is attentive to the implications of

shifts in the business, technology, demographic, cultural and social landscapes. IPG regularly takes stands on important issues affecting our world and our business. In 2020, those long-standing aspects of our culture and our existing portfolio of metrics, programs and policies were foundations for fostering empathy and well-being as we navigated the COVID-19 pandemic and the intensified focus on racial, ethnic and religious disparities.

The Role of Leadership - The IPG Board of Directors reviews progress on diversity goals each year, and considers diversity a priority when seeking and reviewing candidates to join the Board. Four of the Board’s current members are women and one member of the Board is African American. IPG’s Global CEO Diversity Council includes Chief Executives from across IPG and works to promote collaboration as well as provide tools and resources to our top executives. IPG agencies are required to apply a diversity lens on succession planning and leadership development. In 2020, we announced that incentive compensation will be linked to diversity targets for a larger number of executives than in the past, advancing accountability for diversity and inclusion across our organization.

This year, IPG was the first advertising holding company to release race and gender composition of its leadership, and we are committed to continuous transparency in this area .

Culture - IPG’s Climate for Inclusion Survey is an important accountability tool that measures employee perceptions about their work experiences and environments as well as the impact of a range of diversity and inclusion activities. In recent results, more than 80% of all individuals reported that they “would recommend their agencies as good places to work.”

Inclusive Sourcing and Business Partner Diversity - Our progress in doing business with more underrepresented and economically disadvantaged communities is an important metric. IPG contracts with companies owned by women, racial and ethnic minorities, veterans and people who are disabled or are LGBTQ+. We have sustained a diversity spend level of 20% for several years. Our agencies also work with organizations such as Free the Work, which helps to identify women, people of color and members of other underrepresented groups for partnerships.

Code of Conduct - IPG’s Code of Conduct sets expectations for a work environment that embodies respect and dignity for all employees globally. The Code makes clear our policies that prohibit discrimination based on gender identity, race, ethnicity, nationality, religion, age, sexual orientation, disability and other dimensions of diversity. Our Code also sets out our zero tolerance policies against harassment of all types including sexual and racial harassment. Annual

training reinforces these expectations, and we have a very high level of participation in this training across the company.

Family Leave - For all of our employees globally, we offer a minimum of six weeks of parental leave to a primary caregiver for the birth of a child. Some of our agencies offer unlimited PTO to help support family caregivers and for parental leave.

Flexible Work Arrangements - Flexible work hours and remote working options are common for IPG agencies globally and this year, our CEO published a note titled

“Organized Flexibility” to further nurture our culture and practice of supporting schedules and arrangements that work for each team member.

IPG and our agencies provide many programs in support of diversity, equity and inclusion. Through events, training, and curated and bespoke content, research and tools, IPG fosters awareness and action on an array of critical issues that are vital for the recruitment, retention, advancement, well-being and belonging for people who are part of under-represented groups. Examples of the many topics IPG addresses include:

Business Resource Groups - Our business resource groups offer programs on all facets of diversity and inclusion in support of specific communities of employees. They often collaborate on common interests and needs. IPG’s current roster of organizations includes the following:

IPG supports numerous community-based organizations and is actively involved in partnerships with leading coalitions that bring together companies to advance diversity, equity and inclusion. A selection of our active involvements is provided below.

UN Global Compact - IPG is a participant in The UN Global Compact and is committed to uphold its 10 principles in the areas of environmental sustainability, fair labor practices, human rights, and anti-corruption.

America Is All In - IPG is a signatory of America Is All In, a group of businesses, investors, regulators and educational institutions who have come together to reaffirm a commitment to the Paris Agreement on climate change.

Voter Participation - To encourage voter participation by our U.S employees, IPG has partnered with a number of civic associations that promote such involvement. IPG is a member of the Civic Alliance, which supports participatory democracy, and we recently signed onto the organization’s “100 Percent In for Democracy Pledge.” IPG has also joined Time to Vote, a nonpartisan coalition of businesses working to contribute to the culture shift needed to increase voter participation in U.S. elections.

CEO Action - IPG is a member of the CEO Action for Diversity & Inclusion ^™ , the largest CEO-driven business commitment to advance diversity and inclusion in the workplace.

Unstereotype Alliance - IPG’s Executive Chairman, Michael Roth, is a founding Vice Chair and IPG is an active participant of the UN Women’s Unstereotype Alliance, which seeks to eradicate harmful stereotypes in media and advertising content and to address biases in market research and planning practices.

Coqual - IPG partners with the global think tank Coqual, formerly known as The Center for Talent Innovation, on research studies to inform our objectives and learn about effective processes to improve representation, retention advancement and inclusive workplace culture.

Catalyst - IPG is a long-time member and beneficiary of this leading international research organization’s work to advance equality and inclusion for women from all backgrounds as well as people who are cultural and racial minorities, disabled, non-conforming gender identities and all sexual orientations.

IPG is committed to operating sustainably, and in a way that is in sync with the long-term health of our environment. We are also dedicated to three core principles of purpose: we use our expertise as marketers to make a difference in

communities around the world; we take care of and invest in our people; and we ensure a fair governance structure at our company.

Reporting - Reporting and tracking progress on our initiatives is a key priority for our corporate sustainability program. We track energy use and greenhouse gas emissions at the company and publish our data via the Global Reporting Initiative (GRI). IPG has also set goals for reduction in this area and has implemented a comprehensive Sustainability and Environmental Impact policy. In 2020, IPG began expanded measurement of our emissions and other environmental impacts using GHG Protocol Corporate Standards at all of its buildings around the world.

IPG responds annually to the CDP Climate Change Questionnaire and was the first U.S.-based holding company to issue a sustainability report that conforms with

the GRI guidelines and the first U.S.-based holding company to become a signatory of the United Nations Global Compact.

Policies - Our ESG-Related policies ensure we are accountable to all of our stakeholders — investors, clients, employees, consumers, suppliers and communities — around the world. These include the following IPG policies: our Code of Conduct, Anti-Harassment and Equal Employment Policy, Environmental Sustainability Policy, Anti-Corruption Policy, Alert Line resource, Corporate Governance and Social Responsibility Committee Charter, and our Supplier Code of Conduct. The Corporate Governance and Social Responsibility Committee of IPG’s Board of Directors oversees the company’s sustainability initiatives.

At the outset of the COVID-19 pandemic, IPG responded swiftly in support of our people, our clients and our communities. To protect our employees, and to do our part in stopping the spread of COVID-19, within days, 95 percent of IPG’s people moved to a remote work environment. We communicated regularly to reassure employees and to keep them updated on our plans as the pandemic unfolded. IPG was recognized with top honors at the Corporate Content Awards North America for its outstanding communication during the pandemic.

IPG moved toward an approach of “organized flexibility” as everyone adapted to working in new environments. This includes a respect for and understanding of the need to work during non-traditional hours, as employees juggle home lives and work responsibilities.

IPG also provided increased support for our people through one-on-one and group therapy sessions, self-care workshops and management training. As we learned what was working well for IPG, we counselled our clients to address their own employee concerns during this time.

During a great period of racial strife and unrest around the world, IPG continued its active focus on inclusivity and equality, becoming the first company to release its statistics around race and gender in its executive leadership. Our Diversity and Inclusion team hosted neighborhood chats and ally conversations for employees all over the world. IPG also created bespoke resources for its employees, like its “Inclusive at Work” website which contains a “Racial Equality Center,” a “Manager’s Guide to Initial Responses to Racial Turmoil,” a “Guide to Personal Pronouns” and more.

IPG is an active supporter of the UN Sustainable Development Goals (SDGs). These 17 global goals are part of the 2030 Agenda for Sustainable Development. IPG has specifically adopted SDG #6: Access to water and sanitation for all. As part of this commitment, IPG has partnered with charity: water on several initiatives that bring water to those in need. Over the years, IPG has launched campaigns to raise money for these initiatives, and so far, IPG has funded six projects, including in Cambodia, Bangladesh,

Ethiopia, Mali, and Mozambique. IPG has funded two wells in Ethiopia bringing clean water to hundreds of people. We have also funded the protection of freshwater springs in the same region, which safeguards water supplies from animals, trash, and other contaminants. This year, IPG has supported a water project for a school in Cambodia. In 2021, we enhanced our ESG reporting and disclosure to align with various UN SDGs.

In recognition of IPG’s commitment to and implementation of sustainable business practices, we are listed on several ESG-related Indexes.

For the first year, IPG has been listed on the Dow Jones Sustainability Index (DJSI) North America. The DJSI North

America scores and ranks the ESG performance of the 600 largest U.S. and Canadian companies, the top 20% of sustainability performers are listed on the Index.

IPG is the only advertising holding company headquartered in North America to achieve this key milestone.

IPG is also included on the FTSE4Good Index, which identifies companies that demonstrate strong ESG practices measured against international standards.

For the second year in a row, IPG has been listed on the Bloomberg Gender Equality Index (GEI), a premier ranking of global companies. Those included on the Index have provided a comprehensive look at their investment across five pillars: female leadership and talent pipeline, equal pay and gender pay parity, inclusive culture, sexual harassment policies, and pro-women brand.

For the 12th year, IPG received a score of 100 percent on the Human Rights Campaign Foundation’s Corporate Equality Index (CEI), the nation’s premier benchmarking survey and report measuring corporate policies and practices related to LGBTQ workplace equality. The CEI rates companies on detailed criteria falling under five broad categories: non-discrimination policies, employment benefits, demonstrated organizational competency and accountability around LGBTQ diversity and inclusion, public commitment to LGBTQ equality, and responsible citizenship.

NON-MANAGEMENT DIRECTOR COMPENSATION

Annual Board/Committee Retainer Fees

During 2020, each Non-Management Director received as cash compensation for services rendered an annual retainer of $90,000, after applying a reduction to the retainer of $10,000 in light of the COVID-19 pandemic. No additional compensation was paid for attendance at Board or committee meetings.

For 2020, each chairperson of the committees received the following additional annual retainers:

Presiding Director Retainer Fees

For 2020, the Presiding Director received a retainer of $75,000. This retainer was in addition to the retainer Mr. Thomas received for service as a Non-Management Director.

Director Annual Equity Awards

Each Non-Management Director in 2020 also received, as consideration for services rendered as a member of the Board, an award of restricted shares of Common Stock (the

“Restricted Shares”) having a market value of $200,000 on the date of grant .

On May 21, 2020, in accordance with The Interpublic Group 2019 Performance Incentive Plan (the “2019 PIP”), each Non-Management Director received a grant of 12,075 Restricted Shares (the “2020 Restricted Share Grant”).

A recipient of Restricted Shares has all rights of ownership with respect to the shares, including the right to vote and to receive dividends, except that, during a restricted period ending on the first anniversary of the date of the grant, (i) the recipient is prohibited from selling or otherwise transferring the shares and (ii) the shares are subject to forfeiture if the recipient’s service as a director terminates for any reason other than due to death.

Charitable Matching Program

Under a charitable matching program (the “Charitable Matching Program”), which was approved by the Board of Directors and has been in effect for a number of years, Interpublic matches up to $20,000 in charitable contributions made to eligible charities and academic institutions by members of the Board of Directors and certain senior management employees of Interpublic and its subsidiaries.

ITEM 2. APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is responsible for the appointment, compensation, retention and oversight of Interpublic’s independent registered public accounting firm. As part of these responsibilities, the Audit Committee reviews the independence and performance of the independent accounting firm in connection with the Audit Committee’s determination of whether to engage another auditor as Interpublic’s independent accounting firm, and is involved in the selection of the independent accounting firm’s lead engagement partner. Included in this assessment is the Audit Committee’s review of the accounting firm’s independence and integrity, its expertise, performance and qualifications, as well as the quality of the firm’s personnel and communications.

The Audit Committee and the Board believe that it is in the best interests of Interpublic and our stockholders to retain PricewaterhouseCoopers to serve as our independent registered public accounting firm. In light of this, the Audit Committee has appointed PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as Interpublic’s independent registered public accounting firm for 2021. This firm has been Interpublic’s independent accounting firm since 1952.

A representative of PricewaterhouseCoopers is expected to be present at the Annual Meeting and will have the opportunity to respond to appropriate questions.

Fees Paid to PricewaterhouseCoopers

The following is a summary and description of the fees for services provided by PricewaterhouseCoopers in 2019 and 2020.

(A) Audit Fees: Consists of fees and out-of-pocket expenses billed for professional services rendered for the audit of Interpublic’s consolidated financial statements and the audit of the effectiveness of Interpublic’s internal control over financial reporting, for review of the interim consolidated financial statements included in quarterly

reports and for services that are normally provided by PricewaterhouseCoopers in connection with statutory and

regulatory filings or engagements and attest services, except those not required by statute or regulation.

(B) Audit Related Fees: Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Interpublic’s consolidated financial statements and are not reported under “Audit Fees.” These services include employee benefit plan audits, consultations concerning financial accounting and reporting standards, and other attest services not included in (A) audit fees.

(C) Tax Fees: Consists of tax compliance/preparation and other tax services. Tax compliance/preparation includes fees billed for professional services related to federal, state and international tax compliance, assistance with tax audits and appeals, assistance with custom and duties audits, expatriate tax services and assistance related to the impact of mergers, acquisitions and divestitures on tax return preparation. Other tax services include miscellaneous tax consulting and planning.

(D) All Other Fees: Consists of advisory services and licenses to online accounting information and general education accounting guidance.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

The Audit Committee has established policies and procedures regarding pre-approval of all audit and permissible non-audit services provided by the independent accounting firm and is responsible for the audit fee negotiations associated with the engagement of the independent accounting firm. The permissible non-audit services include the services described above for which we paid Audit Related Fees, Tax Fees and All Other Fees. Under the policy, pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may pre-approve particular services on a case-by-case basis. The Audit Committee has delegated pre-approval authority to the Committee’s Chairperson for projects less than $200,000, who must then report any such decision to the Audit Committee at the next scheduled meeting.

AUDIT COMMITTEE REPORT

The Audit Committee operates under a written charter adopted by the Board. The Board has determined that each member of the Committee is independent and financially literate under the listing standards of the NYSE and satisfies the financial expertise requirements of the NYSE. The Board has also determined that each member of the Audit Committee has the requisite experience to be designated an “audit committee financial expert” as that term is defined under applicable SEC rules and regulations.

In accordance with its written charter, the primary function of the Audit Committee is to assist the Board of Directors in its oversight of Interpublic’s financial reporting process.

Management is responsible for Interpublic’s consolidated financial statements and overall reporting process, including the establishment of a system of internal controls over financial reporting. PricewaterhouseCoopers, Interpublic’s independent registered public accounting firm, is responsible for conducting annual audits and quarterly reviews of Interpublic’s consolidated financial statements and expressing opinions as to the conformity of the annual consolidated financial statements with generally accepted accounting principles and the effectiveness of Interpublic’s internal control over financial reporting.

In performing its oversight function for the year ended December 31, 2020, the Audit Committee:

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Interpublic’s Annual Report on Form 10-K for the year ended December 31, 2020.

THE AUDIT COMMITTEE

Mary J. Steele Guilfoile, Chairman

Jocelyn Carter-Miller

Patrick Q. Moore

Linda S. Sanford

E. Lee Wyatt Jr.

February 11, 2021

ITEM 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with a federal securities law requirement, enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and related SEC rules, we are submitting to an advisory vote of stockholders the compensation of our named executive officers as disclosed in the Compensation Discussion & Analysis, the compensation tables, and the narrative discussion set forth on pages 27 to 65 of this Proxy Statement. In addition to complying with this legal requirement, the Board recognizes that providing stockholders with an advisory vote on named executive officer compensation may produce useful information on investor sentiment with regard to the Company’s executive compensation programs.

At our annual meeting of stockholders held in May 2020, a substantial majority of our stockholders voted on an advisory basis to approve the compensation received by our named executive officers in fiscal year-end 2019. The Compensation Committee believes this reflects stockholders’ support of the Company’s approach to executive compensation.

As described in the Compensation Discussion & Analysis section of this Proxy Statement, our compensation programs and underlying principles, as developed and administered by the Compensation Committee, are designed to provide a competitive level of compensation necessary to attract, motivate and retain talented and experienced executives who are crucial to our long-term success. The compensation paid to our named executive officers reflects our commitment to pay for performance and includes long-term cash and equity awards that are designed to encourage management to achieve results to the mutual benefit of stockholders and management. Moreover, a significant portion of our named executive officers’ annual cash compensation is paid in the form of annual performance-based incentives, which are contingent on the Company’s achievement of pre-defined performance objectives.

We encourage you to carefully review the Compensation Discussion & Analysis beginning on page 27 of this Proxy Statement for additional details on Interpublic’s executive compensation, including Interpublic’s compensation philosophy and objectives, as well as the processes our Compensation Committee used to determine the structure and amounts of the compensation paid to our named executive officers in fiscal year-end 2020. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.

We are asking you to indicate your support for the compensation of our named executive officers as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we are asking you to vote, on an advisory basis, “For” the approval of the compensation of our named executive officers as described in this Proxy Statement, with the following non-binding and advisory resolution to be presented at the Annual Meeting:

“RESOLVED, that the compensation paid to the named executive officers of The Interpublic Group of Companies, Inc., as described in the Compensation Discussion & Analysis, compensation tables and narrative discussion set forth on pages 27 to 65 of this Proxy Statement, is hereby approved.”

While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote in deciding whether to take any action as a result of the vote when making future compensation decisions pertaining to named executive officers.

COMPENSATION DISCUSSION & ANALYSIS

This section of our Proxy Statement provides:

Our 2020 Named Executive Officers (“NEOs”), included:

Our executive compensation programs are aligned with best practices in corporate governance:

We align pay with performance . Our incentive plans are closely tied to performance, making the ultimate payout from these incentives higher when performance is strong and, conversely, lower (or zero) when performance does not achieve well-defined objectives. This correlation between our performance and pay aligns our NEOs with the interests of our stockholders. The strong and positive alignment of our pay with operating results has been demonstrated by the vote “for” recommendation from stockholder advisory firms on all prior say-on-pay votes.

The incentives provided to our NEOs are predominantly earned based on the achievement of Compensation

Committee approved financial goals. In addition, the ultimate value of all share-based long-term incentives is directly linked to the performance of our stock price.

Approximately 90% of the total target 2020 compensation (excluding benefits) for Mr. Roth was issued in variable pay, while variable pay represented an average of 62% of total target compensation (excluding benefits) for all other NEOs.

In May of 2020, based on management’s recommendations, the Compensation Committee approved reductions to base salaries for our NEOs. This was one of multiple efforts to manage costs due to the financial impact of COVID-19 on our business. Our Chairman & CEO’s base salary was reduced by 20% for the remainder of the year, while the base salaries for

all other NEOs were reduced by 15% for the remainder of the year. These salary reductions also resulted in a reduction in annual incentives earned by the NEOs for 2020. The reason why this occurred is that the formula used to determine annual incentive amounts for the 2020 performance year was applied to the reduced base salaries rather than the annual salary rates originally determined by the Compensation Committee before COVID-19 impacted our business.

Our programs require significant executive share ownership . We require our NEOs to hold and maintain a significant level of share ownership to enhance the alignment of NEOs’ interests with those of our stockholders. Our executive share ownership guidelines (“SOGs”) require that our CEO hold shares of our Common Stock with a value of at least 6x base salary, and require our other NEOs to hold shares with a value of at least 2x base salary. Executives who have not met their share ownership requirements in the time allotted are required to hold all net after-tax shares delivered upon the settlement of an equity award until such time as requirements are met. As of December 31, 2020, all NEOs who were required to have met their SOG requirements had either met or exceeded such requirements (Mr. Roth’s ownership was 288% of his SOG requirement while the average ownership for all other NEOs who were required to have met their SOG requirements in 2020 was approximately 184% of their requirements).

Our incentive plans include appropriate safeguards.

We appropriately limit guaranteed compensation. As indicated above, the majority of our NEOs’ compensation is performance based, with fixed base salary comprising a relatively small portion of total target compensation. In addition, we provide limited perquisites to our NEOs and do not provide any cash severance payments that exceed 2.99 times the sum of a NEO’s base salary and target annual incentive. Dividends cannot be earned on unvested performance shares. Dividend equivalents on restricted stock units are paid only if the underlying restricted stock units vest.

Upon a change of control, NEOs would receive their target annual incentive provided, that if a change of control occurs during our first quarter, such payment would be prorated to reflect the portion of the annual performance period that had elapsed through the date of the change of control. In addition, we subject outstanding long-term incentive awards to “double-trigger vesting,” which requires a NEO to incur a qualifying termination of employment within 24 months of a change of control at which time such awards would immediately vest.

We do not provide for any excise tax gross-up payments. Section 4999 of the Internal Revenue Code imposes excise taxes if payments made to executives due to a change of control exceed certain limits. If IPG were to experience a change of control, payments to our executives may be reduced to avoid adverse tax consequences to the executive, but under no circumstances would IPG provide additional payments to cover these excise taxes (i.e., tax gross-up payments).

Stockholder Support of Our Compensation Practices. We believe that our existing programs continue to incentivize the appropriate behaviors and results, ensure that our executive compensation programs are aligned with best practices in corporate governance and promote a strong relationship between pay and performance. We believe that these practices were again validated at our annual meeting of stockholders in May of 2020 when our 2019 executive compensation pay practices received the support of 91.05% of the votes cast.

Our priority during the year was on mitigating the impact of the health crisis on our clients, our business, and most important, our people. Over the course of 2020, across IPG, our people have been subject to a range of extraordinary challenges. Their achievements have been remarkable, and they displayed immense resilience, with an ongoing commitment to our clients, the communities where we live, and our creative product. Our results for the year reflect their accomplishments.

We reported organic revenue performance that again placed us at the top of our sector, a position we have held over a period of some years. While maintaining notable discipline around our costs, we continued to invest in our business to accelerate areas of strongest opportunity and growth. That investment continues to result in differentiated capabilities and forward-looking offerings, which are in demand and driving success in the marketplace.

The velocity of change picked up even further during the year in the digital media and marketing space, which is where consumers increasingly interact with brands and businesses. Our ability to create marketing and media solutions that bring together creativity, technology and data

is resulting in growth with existing clients, as well as new client relationships. We continue to broaden the range of business issues that we help clients address, and to become a more strategic partner, as clients seek to connect marketing and technology to power their businesses, especially in the crucial areas of e-commerce and connected commerce.

NET REVENUE AND MARGIN PERFORMANCE

Net revenue decrease was 6.5% for the year, with organic net revenue decrease of 4.8%. These results reflect the effect of the pandemic, which has had widely varying impact on our businesses and clients. However, our results stood out in comparison to our immediate peer group, which posted a negative average organic change of 8.5% for the year. Our events, experiential and sports marketing companies in particular bore the brunt of the health situation, given the restrictions on public gatherings. Other disciplines such as healthcare marketing, data management, and media planning and investment demonstrated more resilience over the course of the year.

Organic net revenue change for the past five years was as follows:

During 2020, we once again demonstrated outstanding discipline with respect to operating expenses. As a result, for the full year, net income was $351.1 million and adjusted EBITA was $1.09 billion, and our adjusted EBITA margin was 13.5%, with both EBITA figures adjusted to exclude our restructuring charges in the year.

During the year, our team was diligent in identifying a wide range of restructuring opportunities, and related savings, so as to better position the business going forward. We expect to realize approximately $160.0 million of annualized cost savings associated with the actions taken as part of the 2020 Restructuring Plan.

For more details on our use of non-GAAP financial measures, refer to Item 7, Management’s Discussion and Analysis of

Financial Condition and Results of Operations in our annual reports on Form 10-K.

RETURN OF CAPITAL TO SHAREHOLDERS and TOTAL SHAREHOLDER RETURNS

Our capital return programs continue to be significant drivers of value. In 2020, we again returned capital to shareholders through a common share dividend that our board increased by 9% per share early in the year. During the year, we returned approximately $398 million in the form of dividends. This marked our eighth consecutive year of dividend increases.

Return of capital remains a priority for us, and we look forward to being in position to return to share repurchase, as part of a balanced approach to sustained value creation.

Base salary is central to attracting and retaining executive talent. Although its prominence in the pay mix declines with seniority, base salary generally remains an important part of compensation discussions with executive talent in our sector and related industries. In considering whether to increase an NEO’s base salary, the Compensation Committee takes into consideration market pay for comparable executives at peer companies as well as the individual’s performance and

experience. As discussed previously, as part of various measures to manage costs due to the impact of the COVID-19 pandemic on our business, each NEO took a reduction in base salary effective May 2020 which stayed in place for the remainder of 2020. The chart below illustrates the change to base salary that took place and the resulting base salary earned for 2020:

In 2020, as in past years, actual annual incentives earned could vary between 0% and 200% of the individual incentive target, depending on the Company’s financial performance and individual performance versus established High Priority

Objectives (“HPOs”). The chart below details the performance metrics and weightings applied to annual incentive awards for all NEOs in 2020:

As part of our annual compensation design process, in late 2019, the Compensation Committee approved management’s recommendations to modify the weightings of the performance metrics for the annual incentive plan. For 2020, the Organic Revenue Growth metric increased in weighting, from 20% in 2019 to 30%. The margin metric therefore decreased in weighting, from 60% in 2019 to 50% in 2020. This was a reflection of the Company’s significant progress in recent years towards achieving peer level margins.

At the beginning of 2020, the Compensation Committee set performance goals for each of the above financial metrics. The amount earned for the portion of the annual incentives tied to the business units’ performance is calculated based on the relevant unit’s financial performance against the same metrics (utilizing the same weightings) as shown in the “Performance Metrics” table above.

The Compensation Committee also set HPOs for the Chairman & CEO at the beginning of 2020, which consisted of quantitative and/or qualitative objectives. HPOs and performance expectations for all other NEOs are established by the Chairman & CEO. HPOs

include goals tied to the overall strategic priorities of the Company or operating units and typically include goals related to talent management, diversity and inclusion and cross-agency collaboration. For quantitative HPOs, specific objectives are established. For qualitative HPOs, specific accomplishments or expectations are defined and the Compensation Committee exercises judgment in assessing performance.

The Chairman & CEO’s performance, as it pertains to HPOs, is assessed after considering written assessments submitted to the Compensation Committee for both the Company as a whole and for the Chairman & CEO himself. For all other NEOs, the Chairman & CEO assesses performance against established HPOs and makes recommendations to the Compensation Committee. Based on the Compensation Committee’s independent evaluation of performance, the Compensation Committee will score performance as “poor,” “fair,” “good,” excellent” and “spectacular,” which will yield a payout between 0% and 200% of a NEO’s target annual incentive.

In recognition of their collective efforts and leadership to mitigate the impact of the COVID-19 pandemic, including ensuring the health and safety of the Company’s employees and the execution of various cost-management and strategic initiatives, in addition to the bonuses earned based on the Corporate performance rating, the Compensation Committee considered and approved incremental annual incentive amounts for each NEO.

Specifically, these incremental amounts are being awarded to recognize achievements in four key areas (financial performance, shareholder return, strategic initiatives and employee experience):

In an effort to have a consistent mix of long-term incentives throughout the organization and to ensure an appropriate balance between performance-based compensation and retention, we modified our long-term incentive mix in 2018 to consist one-third each of performance-based shares, performance-based cash and restricted stock units; we

continued with this design in 2020. In our view, placing two-thirds of the ongoing long-term incentive weighting in equity and two-thirds in performance-based vehicles appropriately aligns our participants with stockholder interests and supports our strong pay for performance philosophy.

PERFORMANCE-BASED SHARES

Performance Period and Vesting

In 2020, each NEO was granted performance-based share awards subject to a three-year performance period beginning on January 1, 2020 and ending on December 31, 2022. Earned shares will vest on February 28, 2023, provided that the executive remains employed at that time. The Compensation Committee set three-year cumulative performance goals for IPG Corporate at the start of the performance period. The Company does not disclose these performance goals, because their disclosure would provide insights to competitors that could cause us competitive harm. At the time the performance goals were established at its February 2020 meeting, the Compensation Committee and management considered the performance goals difficult but achievable and appropriate for the current economic environment.

Performance Metrics

Performance-based share awards for all NEOs, excluding Mr. Carroll, are tied solely to the achievement of cumulative OG (weighted 30%) and OIBIA Margin (weighted 70%) performance goals set for the Company as a whole. Performance-based share awards for Mr. Carroll are tied to the achievement of the foregoing performance metrics and achieved performance versus cumulative OG and OIBIA Margin performance targets for the portion of the portfolio for which he has oversight. Three-year performance goals are not set for our business units. As a result, the portion of Mr. Carroll’s performance-based share award that is tied to a business unit is tied to the achievement of that unit’s approved two-year performance goals.

Potential Payouts

Under the terms of the awards, the actual value, if any, that the executive would ultimately receive depends on the

extent to which the cumulative performance objectives are achieved at the end of the performance period.

The number of performance shares that may be earned at the end of the performance period may vary from 0% to 200% of the target amount, based on multi-year performance against performance goals. Dividends or dividend equivalents do not accrue during the vesting period.

PERFORMANCE-BASED CASH

Performance Period and Vesting

In 2020, each NEO was awarded performance cash awards subject to a two-year performance period beginning on January 1, 2020 and ending on December 31, 2021, with a subsequent additional service-based vesting period beginning on January 1, 2022 and ending on February 28, 2023. The Compensation Committee set two–year cumulative performance goals at the start of the performance period. The Company does not disclose these performance goals, because their disclosure would provide insights to competitors that could cause us competitive harm. At the time the performance goals were established at its February 2020 meeting, the Compensation Committee and management considered the target performance goals difficult but achievable, while appropriate for the current economic environment.

Performance Metrics

Performance-based cash awards awarded to all NEOs, excluding Mr. Carroll, are tied solely to the achievement of cumulative OG (weighted 30%) and OIBIA Margin (weighted 70%) performance goals set for the Company as a whole. Performance-based cash awards for Mr. Carroll are tied to the achievement of the foregoing performance metrics and achieved performance versus cumulative OG and OIBIA Margin performance targets for the portion of the portfolio for which he has oversight.

Potential Payouts

Under the terms of the awards, the actual value, if any, that the executive would ultimately receive depends on the extent to which the cumulative performance objectives are achieved at the end of the performance period.

The amount of cash earned at the end of the performance period may vary from 0% to 200% of the target amount based on multi-year performance against performance goals. Any cash amount earned is subject to an additional one-year vesting period.

RESTRICTED STOCK UNITS

Restricted stock units serve primarily as a retention and motivational vehicle, which is directly linked to stock price performance. Restricted stock unit awards vest on the third

anniversary of the grant date. Dividend equivalents accrue on all outstanding stock units on a quarterly basis. The restricted stock units and dividend equivalents are subject to forfeiture if the executive leaves IPG before the restrictions expire. The Company believes that these vesting provisions promote a long-term focus and provide a strong retention incentive.

ADDITIONAL RESTRICTED CASH AWARDS

In addition to the grants issued as part of the ongoing long-term incentive award, in February 2020, the Compensation Committee approved restricted cash awards for all NEOs, excluding IPG’s Chairman & CEO. These awards were issued along with all ongoing LTI targets on February 28, 2020 and are scheduled to vest on the 2 ^nd anniversary of their award date.