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INTERPUBLIC GROUP OF COMPANIES, INC. - Annual Report: 2024 (Form 10-K)

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1Calculations include restructuring charges of $(5.0) in 2024, $0.1 in 2023 and $102.4 in 2022. See “Restructuring Charges” in this MD&A and Note 12 in Item 8, Financial Statements and Supplementary Data, for further information.
2Calculations include $9.3 of deal costs incurred during the fourth quarter of 2024 related to the planned acquisition of IPG by Omnicom. See Note 2 in Item 8, Financial Statements and Supplementary Data, for further information.


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Item 7A.Quantitative and Qualitative Disclosures About Market Risk
(Amounts in millions)
In the normal course of business, we are exposed to market risks related to interest rates, foreign currency rates and certain balance sheet items. From time to time, we use derivative instruments, pursuant to established guidelines and policies, to manage some portion of these risks. Derivative instruments utilized in our hedging activities are viewed as risk management tools and are not used for trading or speculative purposes.

Interest Rates
Our exposure to market risk for changes in interest rates relates primarily to the fair market value and cash flows of our debt obligations. The majority of our debt (approximately 99% as of both December 31, 2024 and 2023) bears interest at fixed rates. We do have debt with variable interest rates, but a 10% increase or decrease in interest rates would not be material to our interest expense or cash flows. The fair market value of our debt is sensitive to changes in interest rates, and the impact of a 10% change in interest rates is summarized below.
 Increase/(Decrease)
in Fair Market Value
As of December 31,10% Increase
in Interest Rates		10% Decrease
in Interest Rates
2024$(97.5)$113.1 
2023(115.3)111.0 
We had $2,187.7 of cash, cash equivalents and marketable securities as of December 31, 2024 that we generally invest in conservative, short-term bank deposits or securities. The interest income generated primarily from these investments is subject to both domestic and foreign interest rate movements. During 2024 and 2023, we had interest income of $151.7 and $140.8, respectively. Based on our 2024 results, a 100 basis-point increase or decrease in interest rates would affect our interest income by approximately $21.9, assuming that all cash, cash equivalents and marketable securities are impacted in the same manner and balances remain constant from year-end 2024 levels.

Foreign Currency Rates
We are subject to translation and transaction risks related to changes in foreign currency exchange rates. Since we report revenues and expenses in U.S. Dollars, changes in exchange rates may either positively or negatively affect our consolidated revenues and expenses (as expressed in U.S. Dollars) from foreign operations. The foreign currencies that most adversely impacted our results during the year ended December 31, 2024 were the Argentine Peso, the Brazilian Real, the Japanese Yen and the Chilean Peso. The foreign currencies that most favorably impacted our results during the year ended December 31, 2024 were he British Pound Sterling, the Colombian Peso and the Euro. Based on 2024 exchange rates and operating results, if the U.S. Dollar were to strengthen or weaken by 10%, we currently estimate operating income would decrease or increase approximately 4%, assuming that all currencies are impacted in the same manner and our international revenue and expenses remain constant at 2024 levels.
The functional currency of our foreign operations is generally their respective local currency. Assets and liabilities are translated at the exchange rates in effect at the balance sheet date, and revenues and expenses are translated at the average exchange rates during the period presented. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss, net of tax, in the stockholders’ equity section of our Consolidated Balance Sheets. Our foreign subsidiaries generally collect revenues and pay expenses in their functional currency, mitigating transaction risk. However, certain subsidiaries may enter into transactions in currencies other than their functional currency. Assets and liabilities denominated in currencies other than the functional currency are susceptible to movements in foreign currency until final settlement. Currency transaction gains or losses primarily arising from transactions in currencies other than the functional currency are included in office and other direct expenses. We regularly review our foreign exchange exposures that may have a material impact on our business and from time to time use derivative financial instruments, designated as fair value hedges or net investment hedges, to hedge the effects of potential adverse fluctuations in foreign currency exchange rates arising from these exposures. We do not enter into foreign exchange contracts or other derivatives for speculative purposes.
We monitor the currencies of countries in which we operate in order to determine if the country should be considered a highly inflationary environment. A currency is determined to be highly inflationary when there is cumulative inflation of approximately 100% or more over a three-year period. If this occurs the functional currency of that country is changed to our reporting currency, the U.S. Dollar, and foreign exchange gains or losses are recognized on all monetary transactions, assets and liabilities denominated in currencies other than the U.S. Dollar until the currency is no longer considered highly inflationary.
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Credit and Market Risks
Balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents, short-term marketable securities, accounts receivable and accounts receivable billable to clients. We invest our cash primarily in investment-grade, short-term securities and bank deposits and limit the amount of credit exposure to any one counterparty. Concentrations of credit risk with respect to accounts receivable are mitigated by our large number of clients and their dispersion across different industries and geographic areas. We perform ongoing credit evaluations on a large number of our clients and maintain an allowance for expected credit losses based upon the expected collectability of all accounts receivable.
Our pension plan assets are also exposed to market risk. The fair value of our pension plan assets may appreciate or depreciate during the year, which can result in lower or higher pension expense and funding requirements in future periods.

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Item 8.Financial Statements and Supplementary Data

INDEX
 Page
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61
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3.   Revenue
67
4.   Leases
70
71
74
74
76
79
81
11. Accumulated Other Comprehensive Loss, Net of Tax
85
86
88
91
93
99
102
103
105
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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of The Interpublic Group of Companies, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Interpublic Group of Companies, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


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Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment Assessment for Indefinite-Lived Intangible Assets
As described in Notes 1 and 9 to the consolidated financial statements, the Company’s other intangible assets balance includes $ million of indefinite-live intangible assets as of December 31, 2024. For intangible assets not subject to amortization, management evaluates for impairment annually or more frequently if events or changes in circumstances indicate that an impairment may exist. The determination of fair value is based on the relief from royalty method of the income approach, which incorporates the use of a discounted cash flow analysis. Management’s discounted cash flow analysis includes assumptions related to forecasted future revenues, royalty rates and discount rates.
The principal considerations for our determination that performing procedures relating to the impairment assessment for indefinite-lived intangible assets is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the indefinite-lived intangible assets; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessment, including controls over the valuation of the Company’s indefinite-lived intangible assets. These procedures also included, among others (i) testing management’s process for developing the fair value estimate for the indefinite-lived intangible assets; (ii) evaluating the appropriateness of the relief from royalty method; (iii) testing the completeness and accuracy of underlying data used in the relief from royalty method and (iv) evaluating the reasonableness of the significant assumption used by management related to the discount rate. Evaluating management’s assumption related to the discount rate involved evaluating whether the assumption used by management was reasonable considering whether the assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s relief from royalty method and (ii) the reasonableness of the discount rate assumption.


/s/
February 20, 2025
We have served as the Company's auditor since 1952.
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Millions, Except Per Share Amounts)
 Years ended December 31,
 202420232022
REVENUE:
Revenue before billable expenses$ $ $ 
Billable expenses   
Total revenue   
OPERATING EXPENSES:
Salaries and related expenses   
Office and other direct expenses   
Billable expenses   
Cost of services   
Selling, general and administrative expenses   
Depreciation and amortization   
Impairment of goodwill   
Restructuring charges()  
Total operating expenses   
OPERATING INCOME   
EXPENSES AND OTHER INCOME:
Interest expense()()()
Interest income   
Other (expense) income, net() ()
Total (expenses) and other income()()()
Income before income taxes   
Provision for income taxes   
Income of consolidated companies   
Equity in net income of unconsolidated affiliates   
NET INCOME   
Net income attributable to non-controlling interests()()()
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS$ $ $ 
Earnings per share available to IPG common stockholders:
Basic$ $ $ 
Diluted$ $ $ 
Weighted-average number of common shares outstanding:
Basic
Diluted

The accompanying notes are an integral part of these financial statements.
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Millions)
 Years ended December 31,
202420232022
NET INCOME$ $ $ 
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation:
Foreign currency translation adjustments() ()
Reclassification adjustments recognized in net income   
() ()
Derivative instruments:
Changes in fair value of derivative instruments   
Recognition of previously unrealized gains included in net income()()()
Income tax effect  ()
()() 
Defined benefit pension and other postretirement plans:
Net actuarial (losses) gains for the period()() 
Amortization of unrecognized losses, transition obligation and
prior service cost included in net income		   
Settlement and curtailment (gains) losses included in net income()() 
Other () 
Income tax effect   
()() 
Other comprehensive (loss) income, net of tax() ()
TOTAL COMPREHENSIVE INCOME   
Less: comprehensive income attributable to non-controlling interests   
COMPREHENSIVE INCOME ATTRIBUTABLE TO IPG$ $ $ 

The accompanying notes are an integral part of these financial statements.

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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Millions)
December 31, 2024December 31, 2023
ASSETS:
Cash and cash equivalents$ $ 
Accounts receivable, net of allowance of $37.0 and $46.4, respectively  
Accounts receivable, billable to clients  
Prepaid expenses
  
Assets held for sale  
Other current assets  
Total current assets  
Property and equipment, net of accumulated depreciation and amortization of $1,258.1 and $1,224.9, respectively  
Deferred income taxes  
Goodwill  
Other intangible assets  
Operating lease right-of-use assets  
Other non-current assets  
TOTAL ASSETS$ $ 
LIABILITIES:
Accounts payable$ $ 
Accrued liabilities  
Contract liabilities  
Short-term borrowings  
Current portion of long-term debt  
Current portion of operating leases  
Liabilities held for sale  
Total current liabilities  
Long-term debt  
Non-current operating leases  
Deferred compensation  
Other non-current liabilities  
TOTAL LIABILITIES  
Redeemable non-controlling interests (see Note 7)
  
STOCKHOLDERS’ EQUITY:
Common stock, $0.10 par value, shares authorized: 800.0
    shares issued: 2024 – 372.4; 2023 – 383.0
    shares outstanding: 2024 – 372.4; 2023 – 378.7		  
Additional paid-in capital  
Retained earnings  
Accumulated other comprehensive loss, net of tax()()
  
Less: Treasury stock, at cost: 2024 – 0 shares; 2023 – 4.3 shares  
Total IPG stockholders’ equity  
Non-controlling interests  
TOTAL STOCKHOLDERS’ EQUITY  
TOTAL LIABILITIES AND EQUITY$ $ 
The accompanying notes are an integral part of these financial statements.
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Millions)
 Years ended December 31,
202420232022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ $ $ 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization   
Impairment of goodwill   
Amortization of restricted stock and other non-cash compensation   
Net losses (gains) on sales of businesses () 
Provision for uncollectible receivables  ()
Net amortization of bond discounts and deferred financing costs   
Non-cash restructuring charges()() 
Deferred income tax() ()
Other   
Changes in assets and liabilities, net of acquisitions and divestitures, providing (using) cash:
Accounts receivable()()()
Accounts receivable, billable to clients () 
Prepaid Expenses()()()
Other current assets ()()
Accounts payable  ()
Accrued liabilities()()()
Contract liabilities()() 
Other non-current assets and liabilities()()()
Net cash provided by operating activities   
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures()()()
Purchase of investments()()()
Purchase of short-term marketable securities()()()
Acquisitions, net of cash acquired ()()
Deconsolidation of a subsidiary  ()
Maturity of short-term marketable securities   
Net proceeds from investments   
Proceeds from sale of businesses, net of cash sold  ()
Other investing activities   
Net cash used in investing activities()()()
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock dividends()()()
Repayment of long-term debt()()()
Repurchases of common stock()()()
Distributions to non-controlling interests()()()
Tax payments for employee shares withheld()()()
Acquisition-related payments()()()
Settlement of senior note  ()
Net increase (decrease) in short-term borrowings ()()
Proceeds from long-term debt   
Other financing activities()()()
Net cash used in financing activities()()()
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash() ()
Net decrease in cash, cash equivalents and restricted cash()()()
Cash, cash equivalents and restricted cash at beginning of period   
Cash, cash equivalents and restricted cash at end of period$ $ $ 
The accompanying notes are an integral part of these financial statements.
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in Millions)
 )))) )) ))
 Common StockAdditional
Paid-In
Capital		Retained
Earnings 		Accumulated 
Other
Comprehensive
Loss, Net of Tax		Treasury
Stock		Total IPG
Stockholders’
Equity		Non-controlling
Interests		Total
Stockholders’
Equity
 SharesAmount
Balance at December 31, 2021 $ $ $ $()$ $ $ $ 
Net income    
Other comprehensive loss ()()()()
Reclassifications related to redeemable
    non-controlling interests		()() ()
Distributions to non-controlling interests()()
Change in redemption value of redeemable
    non-controlling interests		()()()
Retirement of treasury stock()()()   
Repurchases of common stock()()()
Common stock dividends ($1.16 per share)()()()
Stock-based compensation     
()$ $ $ 
 $ $ $ 

The accompanying notes are an integral part of these financial statements.

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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


Note 1:  
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

to years for furniture and equipment, to years for buildings and for leasehold improvements. Land is stated at cost and is not depreciated.
We capitalize certain internal and external costs incurred to acquire or create internal use software, principally related to our enterprise resource planning (“ERP”) systems. Our ERP systems are stated at cost, net of accumulated amortization, and are amortized using the straight-line method over years. All other internal use computer software are stated at cost, net of accumulated amortization and are amortized using the straight-line method over the estimated useful lives of the related assets, which range from to years.
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

reporting units that were subject to the 2024 annual impairment testing. Our annual impairment review as of October 1, 2024 did not result in an impairment charge for any of our reporting units. Additionally, we performed an interim impairment test as of August 31, 2024. Refer to Note 9 for details.
Intangible assets with indefinite useful lives are not amortized but are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that impairment may exist. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangible assets. Impairment exists if the fair value of the indefinite-lived intangible asset is less than the carrying value. The determination of fair value is based on the relief from royalty method of the income approach, which models the cash flows from indefinite-lived intangibles assuming royalties were received under a licensing arrangement. This discounted cash flow analysis includes assumptions related to forecasted future revenues attributable to indefinite-lived intangibles, royalty rates and risk-adjusted discount rates. If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, the indefinite-lived intangible asset is considered impaired, and an impairment loss will be recognized in an amount equal to the excess of the carrying value over the fair value. Based on this analysis, for the indefinite lived-intangible asset for which we performed a quantitative impairment test as of October 1, 2024, we concluded that it was not impaired because its fair value was in excess of its carrying value.
For reporting units not included in the qualitative assessment, or for any reporting units identified in the qualitative assessment as "more likely than not" that the fair value is less than its carrying value, the quantitative impairment test is performed. For our annual impairment test, we compare the respective fair value of our reporting units' equity to the carrying value of their net assets. The sum of the fair values of all our reporting units is also reconciled to our current market capitalization plus an estimated control premium. Goodwill allocated to a reporting unit whose fair value is equal to or greater than its carrying value is not impaired, and no further testing is required. Should the carrying amount for a reporting unit exceed its fair value, then the quantitative impairment test is failed and impaired goodwill is written down to its fair value with a charge to expense in the period the impairment is identified.
The fair value of each reporting unit for 2024 and 2023 was estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data.
We review intangible assets with definite lives subject to amortization whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the carrying value of these assets to the estimated undiscounted future cash flows expected to be generated by these asset groups. These asset groups are impaired when their carrying value exceeds their fair value. Impaired intangible assets with definite lives subject to amortization are written down to their fair value with a charge to expense in the period the impairment is identified. Intangible assets with definite lives are amortized on a straight-line basis with estimated useful lives generally between and years. Events or circumstances that might require impairment testing include the loss of a significant client, the identification of other impaired assets within a reporting unit, loss of key personnel, the disposition of a significant portion of a reporting unit, significant decline in stock price or a significant adverse change in business climate or regulations.
for the year ended December 31, 2024, a pre-tax loss of $ for the year ended December 31, 2023, and a pre-tax gain of $ for the year ended December 31, 2022.
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

shares of our treasury stock, which resulted in a reduction in common stock of $, treasury stock of $ and APIC of $. In October 2023, we retired shares of our treasury stock, which resulted in a reduction in common stock of $, treasury stock of $ and APIC of $. In October 2022, we retired $ shares of our treasury stock, which resulted in a reduction in common stock of $, treasury stock of $ and APIC of $.

Note 2:  Planned Acquisition of IPG by Omnicom
On December 8, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnicom Group Inc. (“Omnicom”) and EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom (“Merger Sub”), pursuant to which Merger Sub will merge with and into IPG, with IPG surviving the merger as a direct wholly owned subsidiary of Omnicom.
As a result of the merger, each share of IPG common stock issued and outstanding immediately prior to the effective time of the merger (other than certain excluded shares) will be converted into the right to receive shares of Omnicom common stock and, if applicable, cash in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to closing the merger.
Following the close of the transaction, Omnicom shareholders will own % of the combined company and IPG shareholders will own %, on a fully diluted basis. As a result of the merger, we will cease to be a publicly traded company.
The Merger Agreement contains customary representations, warranties, and covenants. The stock-for-stock transaction is expected to be tax-free to IPG shareholders and is expected to close in the second half of 2025, subject to Omnicom and IPG shareholder approvals, required domestic and foreign regulatory approvals and other customary conditions.
If the Merger Agreement is terminated under certain circumstances, including if Omnicom terminates the agreement (i) following a change or withdrawal of the recommendation of the IPG's board of directors to IPG stockholders to approve the merger, or (ii) as a result of a willful and material breach of our non-solicitation obligations under the Merger Agreement, then we will be obligated to pay a termination fee of $ to Omnicom (the “IPG Termination Fee”). We will also be obligated to pay the IPG Termination Fee if (i) the IPG shareholders fail to approve the merger (and Omnicom has obtained shareholder approval), or (ii) we breach the Merger Agreement in a manner that Omnicom’s closing conditions not being satisfied and the breach cannot be cured by the specified outside date and, in any such case, within 12 months after the termination date a competing proposal to acquire 50% or more of the business, assets or outstanding shares of IPG has been publicly announced and consummated, or a definitive agreement in respect of such competing proposal has been signed. We will also be required to reimburse up to $ of Omnicom’s merger-related fees, costs and expenses if the Merger Agreement is terminated as a result of the failure of the IPG shareholders to approve the merger (and Omnicom has obtained shareholder approval).
During the fourth quarter of 2024, $ of deal costs were incurred related to the planned acquisition of IPG by Omnicom, which were recorded within selling, general and administrative expenses.

Note 3:  Revenue
Disaggregation of Revenue
The following is a description of the principal activities, by reportable segment, from which we generate revenue. For more detailed information about reportable segments, see Note 16.
Media, Data & Engagement Solutions
The MD&E segment provides, and is distinguished by innovative capabilities and scale in, global media and communications services, digital services and products, advertising and marketing technology, e‐commerce services, data
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

management and analytics, strategic consulting, and digital brand experience. MD&E is comprised of IPG Mediabrands, UM, Initiative, KINESSO, Acxiom and MRM.
Integrated Advertising & Creativity Led Solutions
The IA&C segment provides advertising, corporate and brand identity services, and strategic consulting. IA&C is distinguished by the leading role of complex integrations of ideation and the execution of advertising and creative campaigns across all communications channels that are foundational to client brand identities. IA&C is comprised of leading global networks and agencies that provide a broad range of services, including McCann Worldgroup, IPG Health, MullenLowe Group, Foote, Cone & Belding ("FCB"), and our domestic integrated agencies.
Specialized Communications & Experiential Solutions
The SC&E segment provides best-in-class global public relations and other specialized communications services, events, sports and entertainment marketing, and strategic consulting. SC&E is comprised of agencies that provide a range of marketing services expertise, including Weber Shandwick, Golin, our sports, entertainment, and experiential agencies and IPG DXTRA Health.
Principal Geographic Markets
Our agencies are located in over 100 countries, including every significant world market. Our geographic revenue breakdown is listed below.
 $ $ International:United Kingdom   Continental Europe   Asia Pacific   Latin America   Other   Total International   Total Consolidated$ $ $ 
 
 Years ended December 31,
Revenue before billable expenses:202420232022
United States$ $ $ 
International:
United Kingdom   
Continental Europe   
Asia Pacific   
Latin America   
Other   
Total International   
Total Consolidated$ $ $ 
 
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

 $ $ International   Total MD&E$ $ $ Revenue before billable expenses:United States$ $ $ International   Total MD&E$ $ $ 

IA&CYears ended December 31,
Total revenue:202420232022
United States$ $ $ 
International   
Total IA&C$ $ $ 
Revenue before billable expenses:
United States$ $ $ 
International   
Total IA&C$ $ $ 
 
SC&EYears ended December 31,
Total revenue:202420232022
United States$ $ $ 
International   
Total SC&E$ $ $ 
Revenue before billable expenses:
United States$ $ $ 
International   
Total SC&E$ $ $ 
 
 $ Accounts receivable, billable to clients  Contract assets  Contract liabilities (deferred revenue)  
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

of unsatisfied performance obligations as of December 31, 2024, which will be recognized as services are performed over the remaining contractual terms through 2030.

Note 4:  
year to years. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, if readily determinable, or using the Company's collateralized credit-adjusted borrowing rate.  $ $ Short-term lease cost   Sublease income()()()Total lease cost $ $ $ Cash paid related to operating lease liabilities
$ $ $ Right-of-use assets obtained in exchange for lease liabilities$ $ $ As of December 31,202420232022Weighted-average remaining lease term Weighted-average discount rate  % % % 2026 2027 2028 2029 Thereafter Total future lease payments Less: imputed interest Present value of future lease payments Less: current portion of operating leases Non-current operating leases
$ 
As of December 31, 2024, we had additional operating leases that had not yet commenced.

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Note 5:  Debt and Credit Arrangements
 %$ $ 4.650% Senior Notes due 2028 (less unamortized discount and issuance costs of $0.7 and $1.7, respectively) %  4.750% Senior Notes due 2030 (less unamortized discount and issuance costs of $2.2 and $3.2, respectively) %  2.400% Senior Notes due 2031 (less unamortized discount and issuance costs of $0.5 and $2.9, respectively) %  5.375% Senior Notes due 2033 (less unamortized discount and issuance costs of $3.3 and $2.7, respectively) %  3.375% Senior Notes due 2041 (less unamortized discount and issuance costs of $0.9 and $4.7, respectively) %  5.400% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.5 and $4.4, respectively)  %  Other notes payable and capitalized leases  Total long-term debt  Less: current portion  Long-term debt, excluding current portion$ $ 
1See Note 14 for information on the fair value measurement of our long-term debt.

 2026 2027 2028 2029 Thereafter Total long-term debt$ 
For those debt securities that have a premium or discount at the time of issuance, we amortize the amount through interest expense based on the maturity date or the first date the holders may require us to repurchase the debt securities, if applicable. A premium would result in a decrease in interest expense, and a discount would result in an increase in interest expense in future periods. Additionally, we have debt issuance costs related to certain financing transactions which are also amortized through interest expense. As of December 31, 2024 and 2023, we had total unamortized debt issuance costs of $ and $, respectively. Our debt securities include covenants that, among other things, limit our liens and the liens of certain of our consolidated subsidiaries, but do not require us to maintain any financial ratios or specified levels of net worth or liquidity.
As of December 31, 2024 and 2023, the estimated fair value of the Company's long-term debt was $ and $, respectively. Refer to Note 14 for details.
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% Senior Notes due 2024
Our % unsecured senior notes in aggregate principal amount of $ matured on April 15, 2024. We used cash on hand to fund the principal repayment.
Credit Arrangement
We maintain a committed corporate credit facility, originally dated as of July 18, 2008, which has been amended and restated from time to time (the "Credit Agreement"). We use our Credit Agreement to increase our financial flexibility, to provide letters of credit primarily to support obligations of our subsidiaries and to support our commercial paper program. On May 29, 2024, we amended and restated the Credit Agreement. As amended, among other things, the maturity date of the Credit Agreement was extended to May 29, 2029 and the cost structure of the Credit Agreement was changed. The Credit Agreement continues to include a required leverage ratio, of not more than 3.50 to 1.00, among other customary covenants like limitations on our liens and the liens of our consolidated subsidiaries and limitations on the incurrence of subsidiary debt. At the election of the Company, the leverage ratio may be changed to not more than 4.00 to 1.00 for four consecutive quarters, beginning with the fiscal quarter in which there is an occurrence of one or more acquisitions with an aggregate purchase price of at least $.
The Credit Agreement is a revolving facility, under which amounts borrowed by us or any of our subsidiaries designated under the Credit Agreement may be repaid and reborrowed, subject to an aggregate lending limit of $, or the equivalent in other currencies. The Company has the ability to increase the commitments under the Credit Agreement from time to time by an additional amount of up to $, provided the Company receives commitments for such increases and satisfies certain other conditions. The aggregate available amount of letters of credit outstanding may decrease or increase, subject to a sublimit on letters of credit of $, or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured. As of both December 31, 2024 and 2023, there were borrowings under the Credit Agreement; however, we had $ and $ of letters of credit under the Credit Agreement, which reduced our total availability to $ and $, respectively. In addition to other customary covenants, we are required to maintain the financial covenant listed below as of the end of each fiscal quarter for the period of four fiscal quarters then ended pursuant to our Credit Agreement. We were in compliance with all of our covenants in the Credit Agreement as of December 31, 2024.
Under the Credit Agreement, we can elect to receive advances bearing interest based on either the Base Rate or the Eurocurrency rate (each as defined in the Credit Agreement) plus an applicable margin that is determined based on our credit ratings. As of December 31, 2024, the applicable margin was % for Base Rate advances and % for Eurocurrency Rate borrowings. Letter of credit fees accrue on the average daily aggregate amount of letters of credit outstanding, at a rate equal to the applicable margin for Eurocurrency rate advances, and fronting fees accrue on the aggregate amount of letters of credit outstanding at an annual rate of %. We also pay a facility fee on each lender's revolving commitment of %, which is an annual rate determined based on our credit ratings.
Financial Covenant
Leverage ratio (not greater than): 1
1The leverage ratio is defined as debt as of the last day of such fiscal quarter to EBITDA, as defined in the Credit Agreement, for the four quarters then ended.
Uncommitted Lines of Credit
We also have uncommitted lines of credit with various banks that permit borrowings at variable interest rates and that are primarily used to fund working capital needs. We have guaranteed the repayment of some of these borrowings made by certain subsidiaries. If we lose access to these credit lines, we would have to provide funding directly to some of our operations. As of December 31, 2024 and 2023, the Company had uncommitted lines of credit in an aggregate amount of $ and $, under which we had outstanding borrowings of $ and $ classified as short-term borrowings on our Consolidated Balance Sheets, respectively. The average amounts outstanding during 2024 and 2023 were $ and $, respectively, with weighted-average interest rates of approximately % and %, respectively.
Commercial Paper
The Company is authorized to issue unsecured commercial paper up to a maximum aggregate amount outstanding at any time of $. Borrowings under the commercial paper program are supported by the Credit Agreement described above. Commercial paper proceeds are used for working capital and general corporate purposes, including the repayment of maturing indebtedness and other short-term liquidity needs. Commercial paper maturities vary but may not exceed  days from the
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 commercial paper outstanding. There was outstanding commercial paper under the program during both 2024 and 2023.
Cash Pooling
We aggregate our domestic cash position on a daily basis. Outside the United States, we use cash pooling arrangements with banks to help manage our liquidity requirements. In these pooling arrangements, several IPG agencies agree with a single bank that the cash balances of any of the agencies with the bank will be subject to a full right of set-off against amounts other agencies owe the bank, and the bank provides for overdrafts as long as the net balance for all agencies does not exceed an agreed-upon level. Typically, each agency pays interest on outstanding overdrafts and receives interest on cash balances. Our Consolidated Balance Sheets reflect cash, net of bank overdrafts, under all of our pooling arrangements, and as of December 31, 2024 and 2023 the amounts netted were $ and $, respectively.

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(Amounts in Millions, Except Per Share Amounts)

Note 6:  
 $ $ Weighted-average number of common shares outstanding - basic   
Dilutive effect of stock options and restricted shares
   Weighted-average number of common shares outstanding - diluted   Earnings per share available to IPG common stockholders:
Basic
$ $ $ 
Diluted
$ $ $ 

Note 7:  
acquisitions occurred and we did not record any additional goodwill or other intangible assets related to acquisitions.
On December 3, 2024, we entered into a definitive purchase agreement to acquire the outstanding shares of an e-commerce intelligence platform, the transaction is expected to close in the first quarter of 2025 for a cash payment of $, subject to customary closing adjustments.
During 2023, we completed acquisitions, of which was included in the IA&C reportable segment, and of which was included in the SC&E reportable segment. We paid $, net of cash acquired and recorded approximately $ of goodwill and $ of other intangible assets related to the acquisitions.
During 2022, we completed acquisition, recorded in the MD&E reportable segment. On September 23, 2022, we entered into a definitive purchase agreement to acquire approximately % of the outstanding shares of RafterOne with options to purchase the remaining outstanding shares. The transaction closed on October 3, 2022, subject to customary closing adjustments. We paid $, net of cash acquired, related to the acquisition. The purpose of the acquisition is to combine the Company's media, creative, marketing services and analytics capabilities, global scale and consumer insights, with RafterOne's Salesforce capabilities for commerce, service, data, marketing and customer experience. We recorded approximately $ of goodwill, of which approximately $ was recorded during 2023, and $ of other intangible assets related to the acquisition of RafterOne.
The results of operations of our acquired companies were included in our consolidated results from the closing date of each acquisition. We did not make any payments in stock related to our acquisitions in 2024, 2023 or 2022.
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

 $ $ Cost of investment: prior-year acquisitions   Less: net cash acquired   
Total cost of investment
   
Operating payments 1
   
Total cash paid for acquisitions 2
$ $ $ 
1Represents cash payments for amounts that have been recognized in operating expenses since the date of acquisition either relating to adjustments to estimates in excess of the initial value of contingent payments recorded or were contingent upon the future employment of the former owners of the acquired companies. Amounts are reflected in the operating section of the Consolidated Statements of Cash Flows.
2Of the total cash paid for acquisitions, $, $ and $ for the years ended December 31, 2024, 2023 and 2022, respectively, are classified under the investing section of the Consolidated Statements of Cash Flows as acquisitions, net of cash acquired. These amounts relate to initial payments for new transactions, as well as adjustments made to upfront payments related to prior year acquisitions. Of the total cash paid for acquisitions, $, $ and $ for the years ended December 31, 2024, 2023 and 2022, respectively, are classified under the financing section of the Consolidated Statements of Cash Flows as acquisition-related payments. These amounts relate to deferred payments and increases in our ownership interest for prior acquisitions.

For companies acquired, we estimate the fair values of the assets and liabilities based on 100% of the business for consolidation. The purchase price in excess of the estimated fair value of the tangible net assets acquired is allocated to identifiable intangible assets and then to goodwill. Due to the characteristics of advertising, specialized marketing and communication services companies, our acquisitions typically do not have significant amounts of tangible assets since the principal assets we acquire are client relationships and talent. As a result, a substantial portion of the purchase price is primarily allocated to customer lists, trade names and goodwill.
For acquisitions, we record deferred payment and redeemable non-controlling interest amounts on our Consolidated Balance Sheets based on their acquisition-date fair value. Deferred payments are recorded on a discounted basis and adjusted quarterly, if necessary, through operating income or net interest expense, depending on the nature of the arrangement, for both changes in estimate and accretion between the acquisition date and the final payment date. See Note 17 for further information on contingent acquisition obligations. Redeemable non-controlling interests are adjusted quarterly, if necessary, to their estimated redemption value, but not less than their initial fair value. Any adjustments to the redemption value impact retained earnings or additional paid in capital, except for foreign currency translation adjustments.
 $ $ Change in related non-controlling interests balance ()()Changes in redemption value of redeemable non-controlling interests:Additions   Redemptions and other()()()Redemption value adjustments () Currency translation adjustments()()()Balance at end of period$ $ $ 

For all acquisitions, if a portion of the deferred payments and purchases of additional interests after the effective date of purchase are contingent upon employment terms, then that amount is accounted for separately from the business combination and recognized as compensation expense over the required earn-out period. Payments deemed as compensation are excluded from the fair value purchase price allocation to tangible net assets and intangible assets acquired.



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Note 8:  
 $ $ 
Charges to costs and expenses 1
  ()Adjustments:Acquisitions/(Dispositions) ()()Uncollectible accounts written off()()()Recoveries   Foreign currency translation adjustments() ()Balance at end of period$ $ $ 
1Includes reversals of our allowance for credit losses as a result of improved credit outlook over the course of the COVID-19 pandemic for the year ended December 31, 2022.

 $ Leasehold improvements  Internal-use computer software  Land and buildings  Gross property and equipment  Less: accumulated depreciation and amortization()()Total property and equipment, net$ $ 
Total depreciation and amortization expense, which excludes the amortization of acquired intangibles, for property and equipment for the years ended December 31, 2024, 2023 and 2022 was $, $ and $, respectively.

 $ Income taxes payable  Interest  Office and related expenses  Acquisition obligations  Restructuring charges  Other  Total accrued liabilities$ $ 

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(Amounts in Millions, Except Per Share Amounts)

)$ $()Other()() Total other (expense) income, net$()$ $()
Net gains/(losses) on sales of businesses – During 2024, 2023 and 2022, the amounts recognized were related to sales of businesses and the classification of certain assets and liabilities, consisting primarily of goodwill, accounts receivable and accounts payable, as held for sale within our MD&E, IA&C, and SC&E reportable segments. The businesses held for sale as of year-end primarily represent unprofitable, non-strategic agencies which are expected to be sold within the next twelve months. During 2024, the amounts recognized were primarily related to two digital specialist agencies within our MD&E segment classified as held for sale during the third quarter of 2024. The sale of one of these businesses closed in the fourth quarter of 2024 and the sale of the other is expected to close in the first half of 2025. The sales of businesses and the classification of certain assets and liabilities as held for sale included cash, net of proceeds, of $, $ and $() for the years ended 2024, 2023 and 2022, respectively, which is classified within the Proceeds from sale of businesses, net of cash sold line in our Consolidated Statements of Cash Flows in Item 8, Financial Statements and Supplementary Data.
Other – During 2024, the majority of the amounts recognized were primarily related to pension and postretirement costs. During 2023, the majority of the amounts recognized were primarily related to pension and postretirement costs. During 2022, the majority of the amounts recognized were primarily related to a cash gain from the sale of an equity investment, partially offset by a non-cash loss related to the deconsolidation of a previously consolidated entity in which we maintain an equity interest.

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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

Held for Sale
Long-lived assets (disposal group) to be sold are classified as held for sale in the period which all criteria are met. The Company measures assets (disposal group) held for sale at the lower of their carrying value or fair value less cost to sell.
During the third quarter of 2024, management determined that the assets and liabilities of R/GA, one of our digital specialist agencies within our MD&E segment, met the criteria to be presented as held for sale. The planned disposal is expected to be completed within twelve months of designation and does not constitute a strategic shift of the Company's operations and therefore does not meet the discontinued operations criteria.
The Company recorded a loss within net losses on sales of businesses, included in Other (expense) income, net, upon classification as held for sale for the disposal group to adjust its carrying value to fair value less cost to sell. This is presented as a valuation allowance of $ on the group of assets held for sale, without allocation to the individual assets or major classes of assets within the group. Any differences due to changes in fair values less costs to sell or carrying values for the disposal group will be recognized as a gain or loss in future financial statements. See further discussion below in the “Goodwill” section within Note 9.
The following table sets provides a reconciliation of the carrying amounts of major classes of assets and liabilities held for sale, respectively, to the amounts presented in the Company's consolidated balance sheets as of December 31, 2024.
December 31, 2024
ASSETS:
Cash and cash equivalents$ 
Accounts receivable 
Accounts receivable, billable to clients 
Goodwill and other intangibles 
Property and equipment, net 
Operating lease right-of-use assets 
Other assets 
Total assets 
Valuation allowance()
TOTAL ASSETS HELD FOR SALE$ 
LIABILITIES:
Accounts payable$ 
Accrued liabilities 
Other liabilities 
TOTAL LIABILITIES HELD FOR SALE$ 
NET ASSETS HELD FOR SALE$ 
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February 10, 2022, our Board of Directors (the "Board") reauthorized a program to repurchase, from time to time, up to $ of our common stock.
On February 8, 2023, the Board authorized a share repurchase program to repurchase from time to time up to $, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2022 share repurchase program.
On February 7, 2024, the Board authorized a share repurchase program to repurchase from time to time up to $, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2023 share repurchase program.
On February 11, 2025, the Board authorized a share repurchase program to repurchase from time to time up to $, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2024 share repurchase program.
We may effect such repurchases through open market purchases, trading plans established in accordance with U.S. Securities and Exchange Commission ("SEC") rules, derivative transactions or other means. The timing and amount of repurchases in future periods will depend on market conditions and other funding requirements.
The following table presents our share repurchase activity under our share repurchase programs for the year ended December 31, 2024, 2023 and 2022.
 Years ended December 31,
 202420232022
Number of shares repurchased   
Aggregate cost, including fees1
$ $ $ 
Average price per share, including fees$ $ $ 
1.The amount for twelve months ended December 31, 2024 and 2023 excludes $ and $ of estimated excise tax on net share repurchases, respectfully.
We fully utilized the 2022 and 2023 share repurchase programs during the second quarter of 2023 and 2024, respectively. As of December 31, 2024, $, excluding fees, remains available for repurchase under the 2024 share repurchase program. There are no expiration dates associated with the share repurchase programs.

 $ $ 
Changes in operating lease right-of-use assets and lease liabilities 1
()() 
Cash paid for income taxes, net of refunds 2
   
)     

A summary of the restructuring activities related to the 2022 Real Estate Actions by segment is as follows:
 Years ended December 31,
 202420232022
Restructuring charges:
MD&E$ $()$ 
IA&C()() 
SC&E   
Corporate and other   
Total$()$()$ 
Non cash lease impairment costs:
MD&E$ $()$ 
IA&C()() 
SC&E   
Corporate and other    
Total$()$()$ 
  
       

A summary of the restructuring activities related to the 2020 Plan by segment is as follows:
 Years ended December 31,
 202420232022
Restructuring charges:
MD&E$ $()$ 
IA&C()  
SC&E  ()
Corporate and other()  
Total$()$ $ 
Non cash lease impairment costs:
MD&E$ $()$ 
IA&C   
SC&E  ()
Corporate and other () ()
Total$()$()$ 
   

Note 13:  
PIP”), replacing the 2014 Performance Incentive Plan (the “2014 PIP”) and previous incentive plans. The number of shares of common stock initially available for grants of all equity awards under the PIP is . Pursuant to the terms of the PIP, the number of shares that may be awarded to any one participant for any stock based awards is limited to . The vesting period of awards granted is generally commensurate with the requisite service period. We generally issue new shares to satisfy the exercise of stock options or the distribution of other stock-based awards.
Additionally, under the PIP, we have the ability to issue performance cash awards. The performance cash awards are granted to certain employees who otherwise would have been eligible to receive performance-based stock awards. These awards have a service period vesting condition and a performance vesting condition. The amount of the performance cash
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of the original grant value, except for Executive Officers of IPG, with a range of . Performance cash awards generally vest in . The Compensation Committee may grant performance cash awards to any eligible employee; however, no employee can receive more than $ during a performance period. $ $ Cash-settled awards   Performance-based awards   Stock Options   Employee stock purchase plan   
Other 1
   Stock-based compensation expense$ $ $ Tax benefit$ $ $ 
1

Stock Options
Stock options are granted with the exercise price equal to the fair market value of our common stock on the grant date. We use the Black-Scholes option-pricing model to estimate the fair value of options granted, which requires the input of subjective assumptions including the option’s expected term and the price volatility of the underlying stock. They are generally first exercisable between two and four years from the grant date and expire ten years after the grant date (or earlier in the case of certain terminations of employment). There were stock options granted during the year ended December 31, 2024, stock options granted during the year ended December 31, 2023 and stock options granted during the year ended December 31, 2022.
 $ Granted  Exercised $ Stock options outstanding as of December 31, 2024 $ $ 
There were stock options exercised in 2024, 2023, and 2022.
Stock-Based Compensation
We grant other stock-based compensation awards such as stock-settled awards, cash-settled awards and performance-based awards (settled in cash or shares) to certain key employees. The number of shares or units received by an employee for performance-based awards depends on Company performance against specific performance targets and could of shares originally granted, except for Executive Officers of IPG, with a range of . Incentive awards are subject to certain restrictions and vesting requirements as determined by the Compensation Committee. The fair value of the shares on the grant date is amortized over the vesting period, which is generally . Upon completion of the vesting period for cash-settled awards, the grantee is entitled to receive a payment in cash based on the fair market value of the corresponding number of shares of common stock. No monetary consideration is paid by a recipient for any incentive award. The fair value of cash-settled awards is adjusted each quarter based on our share price. The holders of certain stock-settled awards have the right to receive dividends. Dividends declared on common stock are accrued during the vesting period and paid when the award vests. The holders of performance-based awards have no ownership interest in the underlying shares of common stock until the awards vest and the shares of common stock are issued.
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   Weighted-average grant-date fair value (per award)$ $ $ Total fair value of vested awards distributed$ $ $ Cash-Settled Awards:Awards granted   Weighted-average grant-date fair value (per award)$ $ $ Total fair value of vested awards distributed$ $ $ Performance-Based Awards:Awards granted   Weighted-average grant-date fair value (per award)$ $ $ Total fair value of vested awards distributed$ $ $ 
In conjunction with common stock dividends declared in 2024 and 2023, we accrued dividends of $ and $, respectively, on non-vested stock-settled and cash-settled awards and paid dividends of $ and $ for stock-settled and cash-settled awards that vested during 2024 and 2023, respectively.
 $  $  $ 
Reinstated
      Granted      Vested()   () Forfeited()   () Non-vested as of December 31, 2024 $  $  $ Total unrecognized compensation expense remaining$ $ $ Weighted-average years expected to be recognized over
In conjunction with our annual grant of long-term incentive compensation awards, we reviewed our estimates and assumptions in 2024, which resulted in a forfeiture rate slightly less than prior years.

2020 Restricted Cash Plan
In November 2020, the Compensation Committee approved a new Interpublic Restricted Cash Plan, (collectively the “Cash Plans”). Under the Cash Plan, the Board, the Compensation Committee or the Plan Administrator may grant cash awards to certain employees eligible to receive cash-settled awards. Cash awards, when granted, have a service-period vesting condition and generally vest in or .

Cash Awards
During the years ended December 31, 2024, 2023 and 2022, the Compensation Committee granted cash awards under the Cash Plans with a total target value of $, $ and $, respectively. For those same years, we recognized $, $ and $, respectively, in salaries and related expenses in our Consolidated Statements of Operations.
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PIP with a total target value of $, $, and $, respectively. For those same years, we recognized $, $ and $, respectively, in salaries and related expenses in our Consolidated Statements of Operations.
We amortize the present value of the amount expected to vest for cash awards and performance cash awards over the vesting period using the straight-line method, less an assumed forfeiture rate. Cash awards do not fall within the scope of the authoritative guidance for stock compensation as they are not paid in equity and the value of the award is not correlated with our stock price. Due to the cash nature of the payouts and the vesting period, we account for these awards in accordance with authoritative guidance for deferred compensation arrangements.
Employee Stock Purchase Plans
In May 2016, our shareholders approved The Interpublic Group of Companies Employee Stock Purchase Plan (2016) (the “ESPP”), replacing the prior employee stock purchase plan under which, prior to its expiration on December 31, 2015, shares were issued. Under the ESPP, eligible employees may purchase our common stock through payroll deductions not exceeding % of their eligible compensation or (actual number) shares each offering period, consistent with the prior employee stock purchase plan. The price an employee pays for a share of common stock under the ESPP is . An aggregate of approximately  shares are reserved for issuance under the ESPP, of which shares have been issued since the inception of the ESPP through December 31, 2024. During the year ended December 31, 2024, shares with a value of $ were issued under the ESPP.

Note 14:  
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 $ $ $ Cash and cash equivalentsLiabilities
Contingent acquisition obligations 1
$ $ $ $ Accrued liabilities and Other non-current liabilities December 31, 2023Balance Sheet Classification Level 1Level 2Level 3TotalAssets
Cash equivalents
$ $ $ $ Cash and cash equivalentsLiabilities
Contingent acquisition obligations 1
$ $ $ $ Accrued liabilities and Other non-current liabilities
1 from December 31, 2023 to December 31, 2024 is primarily due to the exercises of redeemable non-controlling interest, as well as valuation adjustments, partially offset by payments related to our deferred acquisitions from prior-year acquisitions. The amounts payable within the next twelve months are classified in accrued liabilities; any amounts payable thereafter are classified in other non-current liabilities.
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
 $ $ $ $ $ $ $ 
Our long-term debt is comprised of senior notes and other notes payable. The fair value of our senior notes, which are traded over-the-counter, is based on quoted prices in markets that are not active. Therefore, these senior notes are classified as Level 2. Our other notes payable are not actively traded, and their fair value is not solely derived from readily observable inputs. The fair value of our other notes payable is determined based on a discounted cash flow model and other proprietary valuation methods, and therefore is classified as Level 3. See Note 5 for further information on our long-term debt.
The discount rates used as significant unobservable inputs in the Level 3 fair value measurements of our contingent acquisition obligations and long-term debt as of December 31, 2024 ranged from % to %.
Non-financial Instruments that are Measured at Fair Value on a Nonrecurring Basis

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Note 15:  
participants and is closed to new participants. We also have numerous funded and unfunded plans outside the U.S. The Interpublic Limited Pension Plan in the U.K. (the "U.K. Pension Plan") is a defined benefit plan and is our most material foreign pension plan in terms of the benefit obligation and plan assets. Some of our domestic and foreign subsidiaries provide postretirement health benefits and life insurance to eligible employees and, in certain cases, their dependents. The domestic postretirement benefit plan is our most material postretirement benefit plan in terms of the benefit obligation. This plan consists of approximately participants, is closed to new participants and is unfunded.
Differences between the aggregate income statement and balance sheet amounts listed in the tables below and the totals reported in our Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income and Consolidated Balance Sheets relate to non-material foreign pension and postretirement benefit plans.
In December 2023, the U. K. Pension Plan entered into an agreement with an insurance company to purchase a group annuity, or "buy-in", that matches the plans future projected benefit obligations to covered participants. Prior to the transaction, the Company contributed an incremental $ to the U.K. Pension Plan. As part of the annuity purchase contract, the U.K. Pension Plan has the option to complete a "buy-out", which would transfer all liabilities of the plan to the insurer, which the Company anticipates to be completed in 2026. The non-cash settlement charge, net of tax, associated with the transaction is currently estimated to be approximately $ to $ and is subject to finalization of terms and changes in the British Pound Sterling.
 $ $ $ $ $ Service cost      Interest cost      Benefits paid()()()()()()Plan participant contributions      Actuarial (gains) losses  ()   Settlements  ()()  Plan amendments      Foreign currency effect  ()         Projected benefit obligation as of December 31$ $ $ $ $ $       Fair Value of Plan AssetsFair value of plan assets as of January 1$ $ $ $ $ $ Actual return on plan assets  ()   Employer contributions      Plan participant contributions      Benefits paid()()()()()()Settlements   ()()  Foreign currency effect  ()        Fair value of plan assets as of December 31$ $ $ $ $ $       Funded status of the plans at December 31$()$()$()$ $()$()
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(Amounts in Millions, Except Per Share Amounts)

 $ $ $ $ $ Current liability  ()()()()Non-current liability()()()()()()      Net liability recognized$()$()$()$ $()$()      Accumulated benefit obligation$ $ $ $     Amounts recognized in Accumulated Other
Comprehensive Loss, netNet actuarial loss$ $ $ $ $ $ Prior service cost (credit)            Total amount recognized$ $ $ $ $ $ 

Actuarial losses of $ for the Domestic Pension Plan are attributed to a decrease in the discount rate from % as of December 31, 2023 to % as of December 31, 2024 and changes in demographic experience. Actuarial gains of $ for the foreign pension plans are attributed to an increase in the weighted-average discount rate from % as of December 31, 2023 to % as of December 31, 2024 and changes in demographic experience.
 Domestic
Pension Plan		Foreign Pension Plans
December 31,2024202320242023
Pension plans with an accumulated benefit obligation in excess of plan assets
Aggregate projected benefit obligation$ $ $ $ 
Aggregate accumulated benefit obligation    
Aggregate fair value of plan assets    
 Domestic
Pension Plan		Foreign Pension Plans
December 31,2024202320242023
Pension plans with a projected benefit obligation in excess of plan assets
Aggregate projected benefit obligation$ $ $ $ 
Aggregate accumulated benefit obligation    
Aggregate fair value of plan assets    

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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

 $ $ $ $ $ $ $ $ Interest cost         Expected return on plan assets()()()()()()   Curtailment and settlement   ()()    Amortization of:Prior service cost (credit)         Net actuarial losses         Net periodic cost$ $ $()$ $ $()$ $ $ 
Assumptions
 Domestic Pension PlanForeign Pension PlansDomestic Postretirement Benefit Plan
Years ended December 31,202420232022202420232022202420232022
Net periodic cost
Discount rate % % % % % % % % %
Rate of compensation increaseN/AN/AN/A % % %N/AN/AN/A
Expected return on plan assets % % % % % %N/AN/AN/A
Interest crediting rates % % % % % %N/AN/AN/A
Benefit obligation
Discount rate % % % % % % % % %
Rate of compensation increaseN/AN/AN/A % % %N/AN/AN/A
Interest crediting rates % % % % % %N/AN/AN/A
Healthcare cost trend rate assumed for next year
Initial rate (weighted-average) % % %
Year ultimate rate is reached
Ultimate rate % % %
Discount Rates – At December 31, 2024, 2023 and 2022, we determined our discount rates for our domestic pension plan, foreign pension plans and domestic postretirement benefit plan based on either a bond selection/settlement approach or bond yield curve approach. Using the bond selection/settlement approach, we determine the discount rate by selecting a portfolio of corporate bonds appropriate to provide for the projected benefit payments. Using the bond yield curve approach, we determine the discount rate by matching the plans' cash flows to spot rates developed from a yield curve. Both approaches utilize high-quality AA-rated corporate bonds and the plans' projected cash flows to develop a discounted value of the benefit payments, which is then used to develop a single discount rate. In countries where markets for high-quality long-term AA corporate bonds are not well developed, a portfolio of long-term government bonds is used as a basis to develop hypothetical corporate bond yields, which serve as a basis to derive the discount rate.
Expected Return on Assets – Our expected rate of return is determined at the beginning of each year and considers asset class index returns over various market and economic conditions, current and expected market conditions, risk premiums associated with asset classes and long-term inflation rates. We determine both a short-term and long-term view and then select a long-term rate of return assumption that matches the duration of our liabilities.
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

 $ $ $ $ $ $ $ Limited partnerships        Fixed income securities        Insurance contracts        Other        Total plan assets, subject to leveling$ $ $ $ $ $ $ $ 
Other Plan Assets
Other investments measured at net asset value 1
  
Non-benefit obligation liabilities
()()Total plan assets$ $ 
1Certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy but are included to reconcile to the amounts presented in the fair value of plan assets table above.
Registered investment companies, which are publicly traded, are primarily valued using recently reported sales prices. Limited partnerships are invested primarily in equity and fixed income securities. Fixed income securities include government and investment-grade corporate bonds. Insurance contracts are valued based on the cash surrender value of the contract. Other investments primarily include cash and cash equivalents, equity securities and derivatives. Other investments measured at net asset value include common/collective trusts, hedge funds and other commingled assets that are invested primarily in equity and fixed income securities. These investments are not publicly traded and are valued based on the net asset value of shares held by the plan at year end, which reflects the fair value of the underlying investments.
 $ Actual return on plan assets() Net purchases, sales and settlements  Balance at end of period$ $ 
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

 % % %Equity securities % % %Fixed income securities % % %
Insurance contracts
 % % %
Liability driven investments 2
 % % %
Real estate & Other
 % % %Total % % %
1Alternative investments have the flexibility to dynamically invest across a broad range of asset classes including bonds, equity, cash, property and commodities.
2Liability driven investment strategies use government bonds as well as derivative instruments to hedge a portion of the impact of interest rates and inflation movements on the long-term liabilities.
Cash Flows
During 2024, we contributed $ and $ of cash to our domestic and foreign pension plans, respectively. For 2025, we expect to contribute approximately $ and $ of cash to our domestic and foreign pension plans, respectively.
 $ $ 2026   2027   2028   2029   2030 - 2034   
The estimated future payments for our domestic postretirement benefit plan are net of any estimated U.S. federal subsidies expected to be received under the Medicare Prescription Drug, Improvement and Modernization Act of 2003, which total no more than $ in any individual year.
Savings Plans
We sponsor defined contribution plans (the “Savings Plans”) that cover substantially all domestic employees. The Savings Plans permit participants to make contributions on a pre-tax and/or after-tax basis and allow participants to choose among various investment alternatives. We match a portion of participant contributions based upon their years of service. Amounts expensed for the Savings Plans for 2024, 2023 and 2022 were $, $ and $, respectively. Expenses include a discretionary Company contribution of $, $ and $ offset by participant forfeitures of $, $ and $ in 2024, 2023 and 2022, respectively. In addition, we maintain defined contribution plans in various foreign countries and contributed $, $ and $ to these plans in 2024, 2023 and 2022, respectively.
Deferred Compensation and Benefit Arrangements
We have deferred compensation and benefit arrangements which (i) permit certain of our key officers and employees to defer a portion of their salary or incentive compensation or (ii) require us to contribute an amount to the participant’s account. These arrangements may provide participants with the amounts deferred plus interest upon attaining certain conditions, such as
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

and $, respectively. Amounts expensed for deferred compensation and benefit arrangements in 2024, 2023 and 2022 were $, $ and $, respectively.
We have purchased life insurance policies on participants' lives to assist in the funding of the related deferred compensation and deferred benefit liabilities. As of December 31, 2024 and 2023, the cash surrender value of these policies was $ and $, respectively.
Long-Term Disability Plan
We have a long-term disability plan which provides income replacement benefits to eligible participants who are unable to perform their job duties or any job related to his or her education, training or experience. As all income replacement benefits are fully insured, related obligation is required as of both December 31, 2024 and 2023. In addition to income replacement benefits, plan participants may remain covered for certain health and life insurance benefits up to normal retirement age, and accordingly, we have recorded an obligation of $ and $ as of December 31, 2024 and 2023, respectively.

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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


Note 16:  
reportable segments: MD&E, IA&C and SC&E. We also report results for the "Corporate and other" group.
The MD&E segment provides, and is distinguished by innovative capabilities and scale in, global media and communications services, digital services and products, advertising and marketing technology, e‐commerce services, data management and analytics, strategic consulting, and digital brand experience. MD&E is comprised of IPG Mediabrands, UM, Initiative, KINESSO, Acxiom and MRM.
The IA&C segment provides advertising, corporate and brand identity services, and strategic consulting. IA&C is distinguished by the leading role of complex integrations of ideation and the execution of advertising and creative campaigns across all communications channels that are foundational to client brand identities. IA&C is comprised of leading global networks and agencies that provide a broad range of services, including McCann Worldgroup, IPG Health, MullenLowe Group, Foote, Cone & Belding ("FCB"), and our domestic integrated agencies.
The SC&E segment provides best-in-class global public relations and other specialized communications services, events, sports and entertainment marketing, and strategic consulting. SC&E is comprised of agencies that provide a range of marketing services expertise, including Weber Shandwick, Golin, our sports, entertainment, and experiential agencies and IPG DXTRA Health.
The Company's chief operating decision maker ("CODM") is the chief executive officer. The CODM evaluates each segments' operating performance based on segment EBITA, which is calculated as net income available to IPG common stockholders before provision for income taxes, total (expenses) and other income, equity in net income of unconsolidated affiliates, net income attributable to non-controlling interests, amortization of acquired intangibles and impairment of goodwill. Segment EBITA includes an allocation of a portion of centrally managed expenses described below. For all segments, the CODM uses segment EBITA in the annual budgeting and quarterly forecasting process and considers budget-to-actual and current period to prior period variances to evaluate performance and make decisions regarding resource allocation for each segment.
All segments follow the same accounting policies as those described in Note 1.
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

 $ $ $ Revenue before billable expenses    Base salaries, benefits and tax   Incentive expense   Severance expense   Temporary help   Office and other direct expenses   
Depreciation and amortization 1
   
Other segment items 2
   Segment EBITA$ $ $ $ Amortization of acquired intangibles   Impairment of goodwill   Capital expenditures   
1 Excludes amortization of acquired intangibles.
2 Includes billable expenses, other salaries and related expenses and restructuring charges.
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

 $ $ $ Revenue before billable expenses    Base salaries, benefits and tax   Incentive expense   Severance expense   Temporary help   Office and other direct expenses   
Depreciation and amortization 1
   
Other segment items 2
   Segment EBITA$ $ $ $ Amortization of acquired intangibles   Capital expenditures   
1 Excludes amortization of acquired intangibles.
2 Includes billable expenses, other salaries and related expenses and restructuring charges.

Year ended December 31, 2022MD&EIA&CSC&E
Total
Total revenue$ $ $ $ 
Revenue before billable expenses    
Base salaries, benefits and tax   
Incentive expense   
Severance expense   
Temporary help   
Office and other direct expenses   
Depreciation and amortization 1
   
Other segment items 2
   
Segment EBITA$ $ $ $ 
Amortization of acquired intangibles   
Capital expenditures   
1 Excludes amortization of acquired intangibles.
2 Includes billable expenses, other salaries and related expenses and restructuring charges.
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


 $ IA&C  SC&E  Corporate and other   Total$ $ 

The following table presents the reconciliation of segment EBITA to Income before income taxes.
Years ended December 31,
202420232022
MD&E EBITA$ $ $ 
IA&C EBITA   
SC&E EBITA   
Total segment EBITA
   
Corporate and other()()()
Less: consolidated amortization of acquired intangibles   
Less: impairment of goodwill   
Operating income   
Total (expenses) and other income()()()
Income before income taxes$ $ $ 
 $ International:United Kingdom  Continental Europe  Asia Pacific  Latin America  Other  Total International  Total Consolidated$ $ 
Property and equipment are allocated based upon physical location. Other assets and investments are allocated based on the location of the related operations.

Note 17:  
and $, respectively, the amount of parent company guarantees primarily relating to uncommitted lines of credit was $ and $, respectively, and the amount of parent company guarantees related to daylight overdrafts, primarily utilized to manage intra-day overdrafts due to timing of transactions under cash pooling arrangements without resulting in incremental borrowings, was $ and $, respectively. In the event of non-payment by
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

material assets pledged as security for such parent company guarantees. $ $ $ $ $ $ 
Redeemable non-controlling interests and call options with affiliates 1
       Total contingent acquisition payments$ $ $ $ $ $ $ 
1We have entered into certain acquisitions that contain both redeemable non-controlling interests and call options with similar terms and conditions. The estimated amounts listed would be paid in the event of exercise at the earliest exercise date. We have certain redeemable non-controlling interests that are exercisable at the discretion of the non-controlling equity owners as of December 31, 2024. These estimated payments of $ are included within the total payments expected to be made in 2025, and will continue to be carried forward into 2026 or beyond until exercised or expired. Redeemable non-controlling interests are included in the table at current exercise price payable in cash, not at applicable redemption value, in accordance with the authoritative guidance for classification and measurement of redeemable securities.
The majority of these payments are contingent upon achieving projected operating performance targets and satisfying other conditions specified in the related agreements and are subject to revision in accordance with the terms of the respective agreements. See Note 7 for further information relating to the payment structure of our acquisitions.
Legal Matters
We are involved in various legal proceedings, and subject to investigations, inspections, audits, inquiries and similar actions by governmental authorities arising in the normal course of business. The types of allegations that arise in connection with such legal proceedings vary in nature, but can include claims related to contract, employment, tax and intellectual property matters. We evaluate all cases each reporting period and record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount, or potential range, of loss can be reasonably estimated. In certain cases, we cannot reasonably estimate the potential loss because, for example, the litigation is in its early stages. While any outcome related to litigation or such governmental proceedings in which we are involved cannot be predicted with certainty, management believes that the outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows.

Note 18:  
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

Note 19:  
per share, payable on March 17, 2025 to holders of record as of the close of business on March 3, 2025.
Beginning in the first quarter of 2025, management began initiating restructuring actions designed to transform our business, enhance our offerings and drive significant structural expense savings. Management is currently evaluating the actions to be included in the plan, some of which will be non-cash, and are subject to change upon finalization. Actions are expected to be completed by the end of 2025.
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Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A.Controls and Procedures
Evaluation of disclosure controls and procedures
In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, 2024, we have carried out an evaluation under the supervision of, and with the participation of, our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded (1) that the disclosure controls and procedures were effective as of December 31, 2024 to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (2) that the disclosure controls and procedures were effective as of December 31, 2024 to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Management’s report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management (with the participation of our Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that IPG’s internal control over financial reporting was effective as of December 31, 2024. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of IPG’s internal control over financial reporting as of December 31, 2024, as stated in their report which appears in this Annual Report on Form 10-K.
Changes in internal control over financial reporting
There has been no change in internal control over financial reporting in the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.Other Information
None.

Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III

Item 10.Directors, Executive Officers and Corporate Governance
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth information regarding our executive officers and directors, including their ages, as of February 14, 2025.
Name
Age
Positions
Executive Officers
Philippe Krakowsky
62
Chief Executive Officer and Director
Ellen Johnson
59
Executive Vice President and Chief Financial Officer
Andrew Bonzani
60
Executive Vice President and General Counsel
Christopher Carroll
58
Executive Vice President, Controller, Chief Accounting and Business Transformation Officer
Non-Management Directors
Jorge L. Benitez
65
Independent Director
Jocelyn Carter-Miller
67
Independent Director
Mary J. Steele Guilfoile
70
Independent Director
Dawn Hudson
67
Independent Director
Jonathan F. Miller
68
Independent Director
Patrick Q. Moore
54
Independent Director
Linda S. Sanford
72
Independent Director
David M. Thomas
75
Independent Director
E. Lee Wyatt Jr.
72
Independent Director
There are no family relationships among any of our executive officers or directors.
Executive Officers
PHILIPPE KRAKOWSKY is Chief Executive Officer of IPG, a role he assumed on January 1, 2021. He is also a member of IPG’s Board of Directors. Prior to being named IPG's CEO, Mr. Krakowsky served as the company’s Chief Operating Officer beginning in September 2019, managing business operations across Interpublic, with direct oversight of IPG’s independent companies including Carmichael Lynch, Deutsch, Hill Holliday, Huge and R/GA and IPG's Media, Data and Technology offerings including IPG Mediabrands, Acxiom, KINESSO and Matterkind. During that time, Mr. Krakowsky was also Chairman of IPG Mediabrands. Over the course of his nearly two-decade tenure at IPG, Mr. Krakowsky has also led the strategy, talent, communications and business development functions for the holding company. Before taking on the COO role at IPG, Mr. Krakowsky spent a number of years as CEO of Mediabrands, leading the 10,500-person media investment unit, as well as served as interim-CEO of FCB. From February 2011 until assuming the role of COO, Mr. Krakowsky was also IPG’s Chief Strategy and Talent Officer, where he oversaw key functions that have been vital to the company’s development and growth.
Qualifications: Mr. Krakowsky’s demonstrated strategic leadership and extensive industry knowledge as Chief Executive Officer, as well as his previous role as our Chief Operating Officer, and his various leadership positions at Interpublic and its agencies, provides the Board with a unique and valuable perspective on a variety of strategic and operational issues.
ELLEN JOHNSON became Executive Vice President and Chief Financial Officer of the Company, effective January 1, 2020. Prior to that time, Ms. Johnson served as Senior Vice President of Finance and Treasurer from February 2013 to December 31, 2020, and as Senior Vice President and Treasurer from October 2004 to February 2013. She served as Executive Vice President, Chief Financial Officer of The Partnership, a division of IPG from May 2004 to October 2004, and prior to that, served as Assistant Treasurer, International from February 2000 to May 2004.
ANDREW BONZANI was hired as Senior Vice President, General Counsel and Secretary in April 2012. He was promoted to Executive Vice President, General Counsel and Secretary in February 2019 and now serves as Executive Vice President and General Counsel as of February 2021. Prior to joining IPG, Mr. Bonzani worked at IBM for 18 years, holding a number of positions in the legal department, most recently as Vice President, Assistant General Counsel and Secretary from July 2008 to March 2012.
CHRISTOPHER CARROLL was named Executive Vice President, Controller and Chief Accounting and Business Transformation Officer in May 2024. Prior to that role, Mr. Carroll served as Senior Vice President, Controller and Chief Accounting Officer from April 2006 to April 2024. In 2017, Mr. Carroll assumed additional responsibilities as Chief Financial
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Officer for DXTRA. Mr. Carroll served as Senior Vice President and Controller of McCann Worldgroup from November 2005 to March 2006. Prior to joining us, Mr. Carroll served in various Chief Accounting Officer and Controller roles, as well as a Financial Vice President at Lucent Technologies, Inc. and began his professional career at PricewaterhouseCoopers from October 1991 to September 2000.
Non-Management Directors
JORGE L. BENITEZ retired as Chief Executive, North America of Accenture plc in September 2014, after 33 years of service with the firm, having primary responsibility for Accenture’s business and operations in North America before his retirement. Mr. Benitez also served as Chief Operating Officer, Accenture Products Operating Group from 2006 to 2011, where he was responsible for executing the business strategy and ensuring operational excellence across a wide set of consumer industry groups, including: automotive; air, freight and travel services; industrial equipment; and infrastructure and transportation services.
Qualifications: Mr. Benitez brings to the Board his extensive experience developing and executing business strategies across a range of industries, delivering client services, and driving growth. His significant executive experience running operating units within a large multinational publicly traded corporation and skills in implementing technology and digital solutions across a broad range of platforms provides valuable insight and perspective to the Board.
Director Since: 2023
Public Directorships: Fifth Third Bancorp., World Kinect Corporation
JOCELYN CARTER-MILLER is President of TechEdVentures, Inc. and SoulTranSync, LLC, community and personal empowerment firms that develops and market educational and community-based programs; and leads Jocelyn Carter-Miller, LLC, a business consulting firm. Ms. Carter-Miller was Executive Vice President and Chief Marketing Officer of Office Depot, Inc. from February 2002 until March 2004. Prior to that time, Ms. Carter-Miller was Corporate Vice President and Chief Marketing Officer of Motorola, Inc. from February 1999 until February 2002. Ms. Carter-Miller is also a former board member of the Association of National Advertisers. Ms. Carter-Miller has been recognized as a NACD Directorship 100 Honoree; Savoy Power 300: Most Influential Black Corporate Directors; Directors & Boards Director to Watch; and Most Influential Corporate Board Directors by Women, Inc.
Qualifications: Ms. Carter-Miller provides the Board with an important perspective in the marketing field, which is a critical component of Interpublic’s business, based on her extensive executive and marketing experience acquired during her time at Motorola, where she served as its Chief Marketing Officer and more recently as Executive Vice President and Chief Marketing Officer of Office Depot, Inc. Her current work as President of TechEdVentures provides the Board with a meaningful voice in keeping Interpublic focused on its corporate social responsibilities.
Director Since: 2007
Public Directorships: Arlo Technologies, Inc., Backblaze, Inc., The Principal Financial Group, Inc.
Former Directorships: Netgear, Inc.
MARY J. STEELE GUILFOILE is currently Chair of MG Advisors, Inc., a privately owned financial services merger and acquisitions advisory and consulting firm. From 2000 to 2002, Ms. Guilfoile was Executive Vice President and Corporate Treasurer at JPMorgan Chase & Co. and also served as Chief Administrative Officer of its investment bank. Ms. Guilfoile is a former Partner, CFO and COO of The Beacon Group, LLC, a private equity, strategic advisory and wealth management partnership, from 1996 through 2000. Ms. Guilfoile, a licensed CPA, continues as a Partner of The Beacon Group, LP, a private investment group.
Qualifications: Ms. Guilfoile’s knowledge and expertise as a financial industry executive and her training as a certified public accountant contributes an important perspective to the Board. Ms. Guilfoile’s tenure at JP Morgan Chase, and its predecessor companies, serving as Corporate Treasurer, Chief Administrative Officer for its investment bank, and in various merger integration, executive management and strategic planning positions, as well as her current role as Chair of MG Advisors, Inc., brings to the Board someone with valuable experience and expertise in corporate governance, accounting, risk management and auditing matters.
Director Since: 2007
Public Directorships: C.H. Robinson Worldwide, Inc., Avolta AG, Pitney Bowes Inc.
Former Directorships: Hudson Ltd., Valley National Bancorp., Viasys Healthcare, Inc.
DAWN HUDSON was Chief Marketing Officer for the National Football League (the “NFL”), serving in that role from October 2014 through April 2018. Previously, she served from 2009 to 2014 as vice chair of The Parthenon Group, an advisory firm focused on strategy consulting. Prior to that time, Ms. Hudson served as President and Chief Executive Officer of Pepsi-Cola North America, or PCNA, the multi-billion dollar refreshment beverage unit of PepsiCo, Inc. in the United States and Canada from 2005 until 2007. From 2002 to 2005, Ms. Hudson served as President of PCNA. In addition, Ms. Hudson served as Chief Executive Officer of the PepsiCo Foodservice Division from 2005 to 2007. Prior to joining PepsiCo, Ms. Hudson was Managing Director at D’Arcy Masius Benton & Bowles, a leading advertising agency based in New York. Ms. Hudson is a former Chair and board member of the Association of National Advertisers (the “ANA”). In 2006 and 2007, she was named among Fortune Magazine’s “50 Most Powerful Women in Business.” In 2002, she received the honor of “Advertising Woman
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of the Year” by Advertising Women of New York. Ms. Hudson was also inducted into the American Advertising Federation’s Advertising Hall of Achievement, and has been featured twice in Advertising Age’s “Top 50 Marketers.” Ms. Hudson is the former Chair of the Board of the Ladies Professional Golf Association.
Qualifications: Ms. Hudson’s extensive experience in strategy and marketing, with the NFL, at PepsiCo and at major advertising agencies, and her time as Chair of the ANA brings valuable expertise to the Board on matters which are vital to the Company’s business. In addition, her experience as Vice Chair of The Parthenon Group, and as the former Chief Executive Officer of Pepsi-Co North America, provides the Board with valuable insight and perspective on matters involving the Company’s business strategy and planning. Ms. Hudson also provides a unique perspective of having been both on the agency and client side of the industry. Her many years of experience on various public company boards is a valuable resource on corporate governance matters.
Director Since: 2011
Public Directorships: NVIDIA Corporation
Former Directorships: Allergan, Inc., Lowe’s Companies, Inc.
JONATHAN F. MILLER is the Chief Executive Officer of Integrated Media Co., a special purpose digital media investment company, and began serving in that role in February 2018. Prior to that time, Mr. Miller was a Partner of Advancit Capital, LLC, a venture capital investment fund, from July 2013 through January 2018. Previously, Mr. Miller served as Chairman and Chief Executive of News Corporation’s digital media group and as News Corporation’s Chief Digital Officer from April 2009 until October 2012. Mr. Miller had previously been a founding partner of Velocity Interactive Group (“Velocity”), an investment firm focusing on digital media and the consumer Internet, from its inception in February 2007 until April 2009. Prior to founding Velocity, Mr. Miller served as Chief Executive Officer of AOL LLC (“AOL”) from August 2002 to December 2006. Prior to joining AOL, Mr. Miller served as Chief Executive Officer and President of USA Information and Services, of USA Networks Interactive, a predecessor to IAC/InterActiveCorp.
Qualifications: Mr. Miller’s extensive knowledge and senior leadership positions in the media industry, including executive roles at News Corporation, AOL and USA Networks Interactive, provides the Board with a broad and valuable perspective and expertise on the complex media and advertising landscape.
Director Since: 2015
Public Directorships: Akamai Technologies Inc.
Former Directorships: AMC Networks Inc., Houghton Mifflin Harcourt Company, Live Nation Entertainment, Inc., Nielsen Holdings plc, RTL Group SA, Shutterstock, Inc., TripAdvisor, Inc., Ziff Davis, Inc.
PATRICK Q. MOORE is Chief Executive Officer of the Opry Entertainment Group, a preeminent live entertainment and media company, serving in that role since June of 2023. Prior to that time, Mr. Moore served as Executive Vice President, North American Retail at Carter’s Inc., a global leader in children’s apparel and related products, from 2019 to 2023. At Carter’s he also served as Executive Vice President, Strategy and Global Channels from 2018 to 2019, and Executive Vice President, Strategy and Business Development from 2017 to 2018. From 2013 to 2017, Mr. Moore was Executive Vice President, Chief Strategy Officer with YP Holdings, a portfolio company of Cerberus Capital Management, and one of the largest local digital media businesses in the U.S. Prior to his time at YP Holdings, Mr. Moore spent more than 10 years at McKinsey & Company, a global management consulting firm, serving as a Partner and leader in the firm’s Consumer Practice. Mr. Moore also led McKinsey’s North American Consumer Digital Excellence initiative while with the firm.
Qualifications: Mr. Moore’s experience at a digital media company and at a management consulting firm provide him with a unique perspective on the challenges and opportunities faced by the Company. Mr. Moore’s experience and expertise in corporate strategy provides the Board with valuable perspective in the Board’s oversight of the organization’s strategic objectives.
Director Since: 2018
Former Directorships: Ryman Hospitality Properties, Inc.
LINDA S. SANFORD is a former Senior Vice President, Enterprise Transformation, International Business Machines Corporation (IBM), a global technology and services company, where she served in that role from January 2003 until her retirement in 2014. Prior to that, Ms. Sanford was senior vice president and group executive, IBM Storage Systems Group. Ms. Sanford joined IBM in 1975. Sanford is a member of the Women in Technology International Hall of Fame and the National Academy of Engineering. In addition, in 2023 Ms. Sanford earned a CERT certificate in Cybersecurity Oversight from the National Association of Corporate Directors.
Qualifications: Ms. Sanford’s expertise in the technology sector and her extensive experience, in innovation and global operations and business transformation provides the Board with an invaluable perspective and knowledge in areas of business transformation and data governance, matters that are vital to the Company’s business.
Director Since: 2019
Public Directorships: Consolidated Edison, Inc.
Former Directorships: RELX Group, Pitney Bowes Inc.
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DAVID M. THOMAS retired as executive chairman of IMS Health Inc. (“IMS”), a healthcare information, services and technology company, in March 2006, after serving in that position since January 2005. From November 2000 until January 2005, Mr. Thomas served as Chairman and Chief Executive Officer of IMS. Prior to joining IMS, Mr. Thomas was Senior Vice President and Group Executive of IBM from January 1998 to July 2000. Mr. Thomas also serves on the Board of Trustees of Fidelity Investments.
Qualifications: Mr. Thomas’ experience as a Chief Executive Officer and overall management experience at premier global technology companies provides a vital perspective for the Board as it addresses the rapidly changing and growing landscape in advertising and marketing. Such leadership experience is also vital in his role as Chair of the Board, a role he assumed on January 1, 2022. Mr. Thomas also provides the Board with a great deal of insight and perspective in the healthcare advertising field having served as Chairman and Chief Executive Officer of IMS.
Director Since: 2004
Former Directorships: Fortune Brands Home & Security, Inc., IMS Health Inc., The MONY Group, Inc.
E. LEE WYATT JR. is a former Executive Vice President of Fortune Brands Home & Security, Inc., a consumer home products company, where he served in that role from July 2017 until his retirement in December 2017. Prior to that, Mr. Wyatt served as Senior Vice President and Chief Financial Officer of Fortune Brands, where he served in that role from 2011 to July 2017. Mr. Wyatt also served as Chief Financial Officer and Executive Vice President of Hanesbrands Inc. (formerly, Sara Lee Branded Apparel) from 2005 to 2011. He has held various financial roles at Sonic Automotive Inc., ultimately serving as Chief Financial Officer through 2005. Mr. Wyatt has more than 40 years of experience working with public and private companies.
Qualifications: Mr. Wyatt’s experience as Chief Financial Officer of several publicly traded companies for 19 years and his deep financial and business expertise contributes an important perspective to the Board on accounting, risk management and auditing matters. In addition, Mr. Wyatt’s experience in overseeing and managing complex businesses at major global marketers is vital for Interpublic given its organizational structure.
Director Since: 2017
CORPORATE GOVERNANCE
Our corporate governance framework is designed to ensure strong commitment to maintaining sound corporate governance practices enabling independent and skilled directors to provide oversight, advice, and counsel to promote the interests of Interpublic and its stockholders and stakeholders. 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 the 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.

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Governance Highlights
 
Key Governance Principles
    •    
All directors are elected annually.
    •    
In uncontested director elections, each director is elected by a majority of shares present and entitled to vote.
    •    
Directors may not stand for reelection after age 75, unless otherwise determined by the Board that waiving this restriction is in the best interests of stockholders.
    •    
Directors annually review and assess board performance and the overall skills and areas of expertise present on the Board and, when determined to be in the best interests of the Company, recommend to stockholders the election of new directors to add a fresh perspective and ensure adequate succession planning.
    •    
No member of the Audit Committee may serve on the audit committees of more than two other public companies.
 
Board Independence
    •    
9 of the 10 directors are independent (referred to as “Non-Management Directors”).
    •    
The Chair of the Board is independent.
    •    
The CEO is the only member of management who serves as a director.
    •    
Our Audit, Compensation and Leadership Talent, and Governance and Social Responsibility Committees are comprised solely of independent directors.
    •    
The committee chairs play a key role in shaping the agendas and information presented to their committees.
    •    
The Board and the committees have the authority to hire independent advisors, as they deem appropriate.
 
Board Oversight of
Risk and Strategy
    •    
Enterprise-wide risk management is overseen by our Audit Committee, which reports on such matters to the Board.
    •    
Our Compensation and Leadership Talent Committee (the “Compensation Committee”) reviews compensation practices to ensure that they do not encourage imprudent risk taking.
    •    
Our Board directly oversees and advises management on development and execution of corporate strategy.
 
Stockholder Rights
    •    
No “poison pill” or similar stockholder rights plan.
    •    
No supermajority voting requirements.
    •    
Stockholders owning 3% or more of our outstanding shares of Common Stock for a period of at least three years have the right to include in our proxy statement nominees for election equal to the greater of two directors or 20% of our Board.
    •    
Stockholders holding 25% or more of our Common Stock have the right to require that we hold a special meeting of stockholders to consider matters that are the proper subject of stockholder action.
    •    
Regular outreach and engagement with stockholders is a key objective.
 
 
Compensation Governance
    •    
A significant percentage of the compensation paid to our named executive officers ("NEOs") is performance-based and exposed to fluctuations in the price of our Common Stock.
    •    
We maintain robust share ownership guidelines for our directors, NEOs and other senior executives.
    •    
The Compensation Committee engages an independent consultant on executive compensation matters.
 
Human Capital Management and Succession Planning
 
 
    •    
CEO and management succession planning is one of the Board’s highest priorities.
    •    
Our Board devotes significant attention to identifying and developing talented senior leaders.
 
Human Capital Management and 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. One of the principals of our comprehensive succession planning effort is the
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cultivation of a workforce that is diverse and a climate of inclusion that promotes the development, advancement and well-being of our key talent.
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.
Board Leadership Structure
Our Corporate Governance Guidelines permit the roles of Chair of the Board and Chief Executive Officer to be filled by the same or different individuals, based on our needs, best practices and the interests of our stockholders. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon our needs and the Board’s assessment of its leadership from time to time, believing that the best leadership structure may vary as circumstances warrant. After careful consideration, the Board made a determination that an independent Chair would be the most appropriate Board leadership structure at this time. David Thomas has served as non-executive Chair since January 1, 2022.
Mr. Thomas, who is independent in accordance with SEC and NYSE rules, presides at meetings of our stockholders and directors and leads the Board in fulfilling its responsibilities. The Board benefits from Mr. Thomas’ extensive and diversified leadership, and financial management experience. He also has strong public company board experience and has intimate familiarity with our history and business, having served as the Board’s Presiding Director since 2013 and serving on the Board since 2004.
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.
The Board believes the current structure provides an appropriate degree of oversight and allows Mr. Krakowsky, our Chief Executive Officer, to focus on the operational and strategic objectives of the Company. This structure also enhances the information flow between management and the Board, which are essential to effective governance, and ensures the continuity of efficient and effective leadership, which is in the best interests of Interpublic and our stockholders.
Non-Executive Chair
The independent, non-executive Chair of the Board helps to coordinate communications between the Board and management of Interpublic. In this role, the non-executive Chair
•convenes and chairs meetings and executive sessions of the Non-Management Directors,
•coordinates feedback to the Chief Executive Officer on behalf of the Non-Management Directors on business issues and management,
•coordinates and develops with the Chief Executive Officer the agendas and presentations for meetings of the Board and,
•is available for direct communication with stockholders who request such a communication, as appropriate.
Risk Oversight and Management
Board Risk Oversight
Our Board actively oversees Interpublic’s risk management activities both directly and through its committees. The Board considers various risk topics throughout the year, including risks associated with our strategic plan, business and operations, information technology (including cybersecurity), acquisition and capital allocation program, and capital structure and liquidity, among many others. The Board also oversees the Company’s risk assessment and risk management policies and performs an annual review and assessment of the primary operational and regulatory risks facing Interpublic, their relative magnitude and management’s plan for mitigating these risks. Reports from each committee chairperson are given to the Board at each regular Board meeting regarding the applicable committee’s considerations and actions, as well as reports from senior leaders across the organization who are responsible for oversight of particular risks within the Company, as necessary. Additionally, the Board periodically visits certain of our principal operating units in and outside the U.S., which provides the directors with an opportunity to observe the Company’s operations and to interact with employees outside of the boardroom.
Cybersecurity Risk Oversight
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One of the primary responsibilities of our Board is to oversee Interpublic’s cybersecurity and information security risk management and controls. Throughout the year, our Chief Information Officer provides the Board and the Audit Committee with reports addressing a broad range of topics, including updates on policies and practices, industry trends, and ongoing efforts to prevent, detect, and respond to internal and external critical threats. Our Chief Information Officer and Chief Information Security Officer together work closely with key stakeholders, including internal committees such as the information security steering committee, peer institutions, and industry groups, in order to manage cybersecurity and information security risk. Interpublic maintains, and we require our third-party service providers to maintain, security controls designed to ensure the confidentiality, integrity, and availability of our systems and the confidential and sensitive information we maintain and process, or which is processed on our behalf. Additionally, Interpublic’s employees are required to complete trainings that cover security and privacy best practices and company policies.
Committee Risk Oversight
Each of the Board’s committees assists the Board in fulfilling its role by overseeing the risks in areas over which they have responsibility.
•Audit Committee - The Audit Committee oversees Interpublic’s financial risks related to financial reporting, internal controls, internal and external auditing matters, legal and compliance risks and major privacy, security and business continuity risks. The Audit Committee also manages the design and operation of Interpublic’s enterprise risk management program and, in conjunction with the Board, oversees its cybersecurity framework, including the strategy, policies and practices implemented by the organization to appropriately mitigate such risks. Such oversight includes discussions with management and internal auditors on the magnitude and steps taken to address and mitigate any such risks. The Audit Committee also has oversight of risks related to Interpublic’s compliance with its Code of Conduct, including the receipt of anonymous complaints or concerns from employees on accounting, internal accounting controls and auditing matters. Additionally, the Audit Committee administers, and monitors risks associated with Interpublic’s Related Person Transaction Policy (as discussed below).
•Compensation and Leadership Talent Committee - The Compensation Committee evaluates and manages risks relating to Interpublic’s incentive and equity-based compensation plans and arrangements, as well as Interpublic’s overall compensation philosophy and practices. Together with the Board, the Compensation Committee also oversees risks related to executive succession planning and leadership development.
•Corporate Governance and Social Responsibility Committee - The Corporate Governance and Social Responsibility Committee manages and oversees potential risks associated with corporate governance, including board and committee effectiveness and composition, director independence and board succession. The Committee oversees Interpublic’s sustainability and corporate social responsibility initiatives and, in conjunction with the Board, has oversight of our diversity and inclusion programs.
Management Risk Oversight
Interpublic’s senior management is responsible for assessing and managing the Company’s various exposures to risk on a day-to-day basis, including the identification of risks through a robust enterprise risk management framework and the creation of appropriate risk management programs and policies to address such risks. Our Executive Risk Committee which is comprised of senior leaders across the organization has primary responsibility for overseeing the risk framework, and identifying our overall risk appetite, and the material risks facing our Company. Management regularly reports to the Audit Committee on a variety of significant risks facing the Company. To learn more about these risks, you can review Item 1A. Risk Factors in the 2024 Annual Report on Form 10-K. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties also may materially adversely affect the company’s business, financial condition, or results of operations in future periods.
Meetings and Committees of the Board
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 13 meetings in 2024 and committees of the Board held a total of 19 meetings. During 2024, 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 2024 virtual annual meeting.
Board Structure and Committees
The standing committees of the Board consist of the Audit Committee, the Compensation and Leadership Talent Committee and the Corporate Governance and Social Responsibility 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
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responsibilities of each standing committee of the Board is provided below under the heading “Standing Committees of the Board of Directors.”
The Company also has an Executive Committee that acts on the Board’s behalf in between Board meetings if necessary. The members of the Executive Committee are the Committee Chairs and the independent, non-executive Chair of the Board. The Executive Committee did not hold any meetings in 2024.
Standing Committees of the Board of Directors
The following table shows the directors who are currently members or chairpersons of each of the standing Board committees and the number of meetings each committee held in 2024.
 NameAuditCompensation and
Leadership Talent
Corporate
Governance
Jorge L. Benitez
I●●
 
Jocelyn Carter-Miller
I●
 
C
Mary J. Steele Guilfoile
IC
 
●
Dawn Hudson
I
 
●●
Jonathan F. Miller
I
 
●●
Patrick Q. Moore
I●●
 
Linda S. Sanford
I●
 
●
David M. Thomas
◆ I
 
●●
E. Lee Wyatt, Jr.
I●C
Number of Meetings in 2024
865
◆ - Chair of the Board  C - Committee Chair  ● - Member  I - Independent Director
 
Audit Committee
 
 
 
 
Roles and Responsibilities:
 
•    Reviews the annual financial information to be provided to stockholders and filed with the SEC;
 
•    Reviews the system of internal controls established by management;
 
•    Reviews financial reporting policies, procedures and internal controls;
 
•    Reviews and oversees the internal and external audit processes;
 
•    Responsible for the selection, compensation, retention and oversight of Interpublic’s registered independent public accounting firm; and
 
•    Responsible for other activities described in greater detail under the headings:
 
–    “Board Risk Oversight” and
 
–    “Transactions with Related Persons Policy.”
 
Independence and Financial Literacy
 
Each member of the Audit Committee is independent in accordance with the standards set forth in Interpublic’s Corporate Governance Guidelines and the NYSE Listing Standards.
 
The Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined under applicable SEC rules and regulations.
Committee Members:
 
 
Guilfoile (C, F, I)
Benitez (F, I)
Carter-Miller (F, I)
Moore (F, I)
Sanford (F, I)
Wyatt (F, I)
 
Number of meetings during 2024: 8
C = Committee Chair
F = Determined by the Board to be an Audit Committee Financial Expert as defined under applicable SEC rules and regulations
I = Determined by the Board to be independent under the NYSE Listing Standards and applicable SEC rules and regulations
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Compensation and Leadership Talent Committee
 
 
 
Roles and Responsibilities:
 
•    Reviews and adopts the executive compensation philosophy for the Company;
 
•    Reviews the Company’s initiatives to attract, develop and retain key employees on an ongoing basis and, with the full Board, reviews succession plans for key executive positions;
 
•    Reviews and recommends to the Board, the compensation of the CEO;
 
•    In consultation with the CEO, approves the compensation of the executive officers, other than the CEO, and approves the compensation of other senior executives of the Company and its subsidiaries;
 
•    Oversees and administers the Company’s equity performance incentive plans;
 
•    Establishes the performance measures and goals and verifies the achievement of performance goals under performance-based incentive compensation and equity plans; and
 
•    Reviews the Company’s share ownership guidelines for selected senior executives.
 
The Compensation Committee’s primary processes for establishing and overseeing executive compensation are described in the Compensation Discussion & Analysis under the heading “Compensation Philosophy and Basic Principles.”
 
Independence
 
Each member of the Compensation and Leadership Talent Committee is independent in accordance with the standards set forth in Interpublic’s Corporate Governance Guidelines and the NYSE Listing Standards.
Committee Members:
 
Wyatt (C, I)
Benitez (I)
Hudson (I)
J. Miller (I)
Moore (I)
Thomas (I)
 
Number of meetings
during 2024: 6
C = Committee Chair
I = Determined by the Board to be independent under the NYSE Listing Standards and applicable SEC rules and regulations

Corporate Governance and Social Responsibility Committee
 
 
 
Roles and Responsibilities:
 
•    Oversees corporate governance issues and makes recommendations to the Board;
 
•    Identifies, evaluates, and recommends candidates for nomination to the Board and the appointment of Board committee members;
 
•    Reviews and makes recommendations to the Board regarding director independence;
 
•    Reviews and advises management on the Company’s sustainability and corporate social responsibility initiatives;
 
•    Oversees and recommends to the Board the CEO succession planning;
 
•    Oversees the annual self-evaluation process of the Board and Committees; and
 
•    Responsible for approving the compensation paid to the Board and committee members.
 
Independence
 
Each member of the Corporate Governance and Social Responsibility Committee is independent in accordance with the standards set forth in Interpublic’s Corporate Governance Guidelines and the NYSE Listing Standards.
Committee Members:
 
Carter-Miller (C, I)
Guilfoile (I)
Hudson (I)
J. Miller (I)
Sanford (I)
Thomas (I)
 
Number of meetings
during 2024: 5
C = Committee Chair
I = Determined by the Board to be independent under the NYSE Listing Standards and applicable SEC rules and regulations
Other Practices and Policies
Board Diversity Policy
The Board is committed to having a membership 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
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Corporate Governance Guidelines, formalizing its longstanding commitment to maintaining a gender and ethnically diverse Board.

Director Share Ownership Guidelines
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, 2024, have met or exceeded these guidelines, other than Mr. Benitez who was elected to the Board on September 1, 2023. The Company believes that the equity component of director compensation serves to further align the Non-Management Directors with the interests of our stockholders.
Hedging/Pledging Prohibitions
Directors and only executive employees subject to the share ownership guidelines are prohibited from engaging in any transaction involving:
•a short sale or derivative that is designed to hedge against the market risk associated with ownership of Interpublic shares; and
•the pledging of Interpublic shares that he or she owns as security or collateral for any obligation, including, but not limited to, holding shares in a margin account.
Timing of Equity Award Grants and the Release of Material Nonpublic Information
IPG has never adopted any policy or practice that deliberately coordinates the timing of equity award grants with the release of material nonpublic information. Annual grants of equity awards are made on the last trading day of February every year and “off-cycle awards” resulting from new hires, promotions or other special circumstances are always granted on the last trading day of a month. The predetermined timing of equity award grants ensures that material nonpublic information is not taken into account when grants are made and that disclosure of material nonpublic information is not timed for the purpose of affecting the value of executive compensation.
Compensation Risk
The Company regularly reviews its compensation policies and practices, including any risks that may be inherent in the design of the Company’s compensation plans. In early 2024, the Company reviewed the results of its annual risk assessment process and the resulting analysis with the Compensation Committee, which concluded that the compensation plans continue to reflect the appropriate compensation goals and philosophy and any risk arising from the Company’s compensation policies and practices was not deemed likely to have a material adverse impact on the Company’s performance or financial results.
Insider Trading Policy
We have adopted an insider trading policy that governs transactions in our securities by our directors, officers, employees, and other individuals who gain access to insider information about the Company. Our insider trading policy has been reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and the NYSE listing standards. The foregoing summary of our insider trading policy does not purport to be complete and is qualified in its entirety by reference to the full text of the policy, as set forth in the Company’s Code of Conduct, which is filed as Exhibit 14 to this Annual Report on Form 10-K.

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NON-MANAGEMENT DIRECTOR COMPENSATION
Annual Board/Committee Retainer Fees
During 2024, each Non-Management Director received annual compensation in the form of a cash retainer and an equity retainer, as well as the additional annual retainers, as applicable, set forth below.
Picture1.jpg
(1)    Each Non-Management Director is entitled to receive an annual award of restricted shares of Common Stock (the “Restricted Shares”) having a market value of $225,000 on the date of grant. Mr. Thomas, for his role as Non-Executive Chair, receives an additional annual award of Restricted Shares having a market value of $75,000 on the date of grant. On May 1, 2024, in accordance with The Interpublic Group 2019 Performance Incentive Plan (the “2019 PIP”), each Non-Management Director received a grant of 7,357 Restricted Shares (the “2024 Restricted Share Grant”), with the exception of Mr. Thomas, who received a grant of 9,809 Restricted Shares. 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.
Changes to Board Compensation for 2025
Effective January 1, 2025, the Board approved an increase in the annual retainer for the chair of the Audit Committee to $40,000.
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 $20,000 in charitable contributions made to eligible charities and academic institutions by members of the Board of Directors and certain senior management employees of Interpublic and its subsidiaries.
Director Compensation Table
The following table shows the compensation paid to Non-Management Directors for 2024(1).
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Name
Fees Earned or
Paid in Cash(2)
($)
Stock
Awards(3)
($)
All Other
Compensation(4)
($)
Total
($)
Jorge L. Benitez
100,000
225,000
13,500
338,500
Jocelyn Carter-Miller
125,000
225,000
18,400
368,400
Mary J. Steele Guilfoile
135,000
225,000
20,000
380,000
Dawn Hudson
100,000
225,000
20,000
345,000
Jonathan F. Miller
100,000
225,000
10,568
335,568
Patrick Q. Moore
100,000
225,000
0
325,000
Linda S. Sanford
100,000
225,000
12,500
337,500
David M. Thomas
175,000
300,000
20,000
495,000
E. Lee Wyatt Jr.
130,000
225,000
20,000
375,000
(1)Philippe Krakowsky is not included in this table because he was an employee of Interpublic in 2024 and did not receive compensation for his service as a director. Mr. Krakowsky’s compensation as an employee of Interpublic is shown in the Summary Compensation Table, and the sections that follow the Summary Compensation Table.
(2)Consists of annual retainer fees, Committee chair retainer fees and, for Mr. Thomas, the retainer fee for his service as the independent, Non-Executive Chair.
(3)Consists of the grant date fair value of the restricted stock awards granted on May 1, 2024, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in the calculation of these amounts are set forth in Note 12.
(4)For each director the amount shown consists entirely of matching charitable contributions made by Interpublic under the Charitable Matching Program.
Compensation Committee Interlocks and Insider Participation
All members of the Compensation Committee during 2024 were non-management directors, and no member was an employee or former employee of the Company. No Compensation Committee member had any relationship requiring disclosure under Item 404 of Regulation S-K. During 2024, none of our executive officers served on the compensation committee (or its equivalent) of another entity whose executive officer served on our Compensation Committee or Board.
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Item 11.Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY
Business Highlights
Over the course of 2024, the advertising, media and marketing landscape continued to undergo substantial and accelerating change. To keep Interpublic competitively positioned for future success, we took numerous strategic steps, building on our ability to deliver integrated client-focused services and solutions, further aligning and extending key data and technology capabilities, incorporating generative AI technologies across nearly every aspect of our operations, and remaining true to our long-standing approach of targeted acquisitions and dispositions.
Key Operational Developments
An important step accomplished in 2024 was the unification of our company’s data, engineering, martech and adtech technology resources under one leadership team. This new architecture brings together the teams responsible for the engineering behind Interact, our state-of-the-art marketing engine that connects data, media, creative, production, and commerce in a single, end-to-end platform and suite of tools.
The latest evolution of Interact streamlines end-to-end brand marketing with a range of enterprise technology partners, including Adobe’s integrated content supply chain solution. Our first-to-market partnership with Adobe deploys proprietary Acxiom data and identity products to create a more accurate picture of consumers, who can then be reached via a customized and highly automated content engine, resulting in more authentic connections with brands. We also consolidated all of IPG’s Salesforce Cloud services under Acxiom, which now offers clients consulting, implementation, and operational services across the full suite of Salesforce Clouds.
To strengthen our commerce offering, we sourced, diligenced and acquired Intelligence Node, a leading eCommerce intelligence platform renowned for its unparalleled data accuracy and global reach. Intelligence Node is a strategic addition that enhances Interpublic’s commerce capabilities, providing clients with real-time product and market intelligence to understand shopper trends, drive sales growth and optimize performance in the dynamic digital retail marketplace.
We continued as well to build and centralize senior leadership across a range of important functional roles, elevating select agency personnel and bringing new talent into our company. These positions at the holding group advance our company’s strategic consistency and executional accountability across operations in areas such as client relations, marketing and technology platforms, commerce, strategy and production.
Marketplace and Financial Results
The success of these initiatives was demonstrated by new business wins across much of the organization and, notably, in some of the largest and most competitive opportunities across client sectors, including automotive, biotech, health care, retail, consumer goods and food and beverage sectors. As in recent years, IPG Mediabrands was our strongest organic growth performer, followed by Acxiom, and joined by a number of our project-based businesses, notably in experiential marketing and public relations.
However, those areas of strength were not enough to mitigate areas of the business where competitor scale or offerings in principal media buying cost us existing or new client assignments. Full year organic growth consequently came in at 0.2%, short of our initial annual target. Highly disciplined financial execution allowed us to nonetheless meet our adjusted EBITA margin target of 16.6% for 2024. And, throughout, we continued to invest in the growth of our most sophisticated skill sets and capabilities.
The quality of our offerings was further validated by significant recognition at many of the industry’s most respected competitions. Interpublic once again ranked as the #1 most creatively effective holding company at the U.S. Effie Awards and we received Holding Company of the Year honors from New York Festivals, The One Show, The International ANDY Awards and The Drum Awards. We were also a standout performer at Cannes, where we won more Grand Prix trophies than any other holding group. On the ESG front, we were pleased to be included in multiple highly respected corporate ratings, including the Dow Jones Sustainability Index North America and the Dow Jones Sustainability World Index, recognizing our success in creating a transparent and responsible culture across the group.
Defining the Future
Concurrent with all of those accomplishments, over the course of 2024, our CEO and Board were also assessing and exploring a broad range of strategic options for the business in light of the rapidly evolving industry dynamics.
Following a number of discussions with strategic and financial counterparties, we concluded the year by announcing the stock-for-stock merger of Interpublic and Omnicom, a move that we believe will fundamentally reshape the industry and create significant opportunity for our clients and the people and capabilities who support them across Interpublic.
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OVERVIEW OF EXECUTIVE COMPENSATION PROGRAMS
PRIMARY COMPENSATION ELEMENTS
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The table below shows each NEO's total ongoing target compensation and each component of compensation for 2023 and 2024, and the difference in total target compensation between 2023 and 2024. Compensation changes for Mr. Krakowsky, solely in long-term incentive-based pay, are reflective of his strong performance and continued progression in his more recently appointed role (2021) as CEO, as well as to ensure appropriate positioning relative to relevant market reference points. Compensation changes for Mr. Carroll are reflective of the additional Business Transformation responsibilities he took on when promoted to EVP, Controller, Chief Accounting & Business Transformation Officer in June 2024.
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1.In February 2024, Mr. Carroll was issued an LTI award with a target value of $850,000. Upon his promotion becoming effective, he also received a one-time promotional LTI award in the amount of $200,000 to bring his total target LTI issued for 2024 closer to his newly approved LTI target (detailed in the following pages).
COMPENSATION PRACTICES & CORPORATE GOVERNANCE
Our executive compensation programs are aligned with best practices in corporate governance:
We align pay with performance. Our incentive plans remain 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 linkage between our performance and pay aligns our NEOs with the interests of our
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stockholders. The “for” say-on-pay vote recommendations from proxy advisors and strong shareholder support on all prior say-on-pay votes demonstrates that our programs have effectively aligned pay and performance.
The incentives provided to our NEOs are predominantly earned based on the achievement of financial goals which are approved by the Compensation Committee of the Board of Directors each year. In addition, the ultimate value of all share-based long-term incentives is directly linked to the performance of our stock price.
• Ongoing Target Compensation — For 2024, excluding benefits:
• Approximately 90% of the total target compensation for Mr. Krakowsky was performance-based/at-risk pay.
• On average, approximately 77% of total target compensation for other NEOs was performance-based/at risk pay.
• Annual and Long-term Incentives — For all of our NEOs:
• 100% of the annual incentives are subject to the achievement of specific financial performance or strategic goals.
• 67% of ongoing long-term incentive awards are subject to specific financial performance goals. The remaining
one-third was awarded in time-based restricted stock units, which are aligned with stockholder interests since they
increase in value only with improved stock price performance.
The following charts show the mix of target compensation:
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Our programs require significant executive share ownership. We require our NEOs to hold and maintain a significant level of share ownership to strengthen alignment of our NEOs’ interests with those of our stockholders. Our executive share ownership guidelines (“SOGs”), as well as each executive’s positioning against those guidelines, are reviewed annually with the Compensation Committee. The guidelines require that our CEO holds shares of our common stock with a value of at least 6x his base salary and require our other NEOs to hold shares with a value of at least 2x their base salary. Executives who have not met their share ownership guidelines in the time allotted are required to hold all net after-tax shares delivered upon the settlement of any subsequent equity award until such time as guidelines are met. As of December 31, 2024, all NEOs had exceeded such guidelines.
Our incentive plans include appropriate safeguards.
• No hedging or pledging of shares — We prohibit our NEOs and other senior executives from engaging in any transaction involving a short sale or derivative that is designed to hedge against the risk associated with ownership of Interpublic shares and the pledging of Interpublic shares as collateral.
• No stock option repricing — The stockholder-approved 2019 Performance Incentive Plan (“2019 PIP”) prohibits the re-pricing of stock options without stockholder approval.
• Clawback Policy — We adopted active “clawback” policies applicable both to executive officers as well as other senior executives of the organization.
• Incentive Payout Maximums — Annual and long-term incentive programs for our NEOs carry a maximum payout equal to 200% of target.
We 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 2.5 times the sum of an NEO’s base salary and target annual incentive. Dividends cannot be earned on unvested performance shares. Dividend equivalents on restricted stock units are accrued during the vesting period and paid only if the underlying restricted stock units vest.
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Upon a change-in-control, our NEOs would receive their target annual incentive, provided, that if a change-in-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-in-control. In addition, we subject outstanding long-term incentive awards to “double-trigger vesting,” which requires an NEO to incur a qualifying termination of employment within 24 months of a change-in-control, at which time such awards would immediately vest.
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 2024 when our 2023 executive compensation pay practices received the support of approximately 91% of the votes cast.
DETAILS OF PRIMARY COMPENSATION ELEMENTS
1
BASE SALARY
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.
2
ANNUAL INCENTIVES
PERFORMANCE METRICS
In 2023, Interpublic management along with our compensation consultant and the Compensation Committee conducted a thorough evaluation of our annual incentive plan to ensure that it continued to be market competitive and was still incentivizing the right results/behaviors. This evaluation resulted in two important changes to our annual incentive design for 2024:
1.Financial metrics would play a more significant role in determining the final value of an executive’s annual incentive award. Interpublic will no longer base 20% of the award on an individual’s performance versus established High Priority Objectives (“HPOs”). Instead, 100% of an award will be calculated based on performance versus financial metrics. An HPO Modifier shall then be applied to potentially increase or decrease the amount that has been earned based on financial performance (details included below).
2.Organic Revenue growth which had previously determined 30% of the earned award value now represents 40%, while the weighting for OIBIA Margin also increased from 50% to 60%.
   
  FINANCIAL METRIC
DESCRIPTION
WEIGHTING
Organic Revenue Growth % (“OG”)
–Measures ability to drive revenue growth from existing operations, exclusive of acquisitions, divestitures and currency effects
40%
–Reflects the competitiveness of our offerings and is defined as the percentage change in Interpublic’s total net revenue as compared to the prior year, excluding the impact of foreign currency rate fluctuations and the net effect of acquisitions and divestitures
Operating Income Before Incentives and Amortization of Acquired Intangibles Margin % (“OIBIA”)
–Measures business efficiency and profitability and is defined as Operating Income before expenses related to the Annual and Long-term Incentive Plans and the amortization of acquired intangible assets, and before any restructuring and asset impairment charges divided by net revenue
60%
High Priority Objectives (“HPO”) Modifier
–Consists of pre-set quantitative and/or qualitative objectives specific to the individual
'+/- 20%
of award earned based on financial performance
At the beginning of 2024, the Compensation Committee set performance goals for each of the above financial metrics. The Compensation Committee also set HPOs for the CEO at the beginning of 2024, which consisted of both quantitative and qualitative objectives. HPOs and performance expectations for all other NEOs are established by the CEO. HPOs include
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goals tied to the overall strategic priorities of the Company and goals related to diversity, equity and inclusion, talent management as well as cross-agency collaboration. For quantitative HPOs, specific, measurable objectives are established at the beginning of the year. For qualitative HPOs, specific accomplishments or expectations are defined at the beginning of the year and the Committee exercises judgment in assessing performance.
The CEO’s performance, as it pertains to HPOs, is determined by the full Board of Directors after considering written assessments submitted for both the Company as a whole and for the CEO himself. For all other NEOs, the CEO assesses performance against established HPOs and makes recommendations to the Compensation Committee. Based on the Compensation Committee’s independent evaluation, the Compensation Committee will score performance on a scale which ranges from “Significantly Missed Expectations” to “Significantly Exceeded Expectations” and results in a modifier to the annual incentive earned based on performance against financial metrics, which can range from +/-20%.
2024 INTERPUBLIC CORPORATE FINANCIAL PERFORMANCE AND ANNUAL INCENTIVE AWARDS FOR NEOs
Below are the Company’s 2024 performance goals and actual achievement against those goals:
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This performance resulted in a Corporate financial performance rating of 56%. The Committee approved a +10% HPO modifier for each NEO to reflect individual contributions and strong strategic and operational leadership throughout 2024. Applying the financial performance rating along with the approved +10% modifier resulted in the following 2024 annual incentive amounts earned for each NEO:
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3
2024 ONGOING LONG-TERM INCENTIVE TARGETS
Along with the evaluation of our annual incentive plan, in late 2023, Interpublic management collaborated with our compensation consultant and the Compensation Committee to assess the competitiveness and effectiveness of our long-term incentive plans. The evaluation of the long-term incentive plan led to three important changes for 2024:
1.Elimination of performance-based cash as an LTI vehicle – which represented one-third of the annual target LTI award value – and increasing the target value of the performance-based share award by that amount (now represents two-thirds of the total target award value).
With the foregoing changes, our long-term incentive mix now consists of two-thirds performance-based shares and one-third restricted stock units. In our view, placing the full value of the long-term incentive weighting in equity and two-thirds in performance-based vehicles further aligns our participants with stockholder interests and supports our strong pay for performance philosophy.
2.Performance-based awards will now be fully based on 3-year performance goals. For LTI awards granted prior to 2024, only the LTI awards issued in performance-based shares, were determined based on performance versus 3-year financial goals - while the LTI awards issued in performance-based cash were based on 2-year financial goals. In 2024, the entirety of performance-based awards was tied to 3-year performance goals, increasing participants’ focus on our long-term performance and objectives.
3.For the financial metrics, in 2024 we have increased the weighting of revenue growth (from 30% to 40%) and reduced the weighting for OIBIA Margin (from 70% to 60%).

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The table below provides an overview of the LTI vehicles granted to the NEOs in 2024.
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Each of the LTI vehicles employed is designed with unique characteristics that, when viewed in total, balance the need to incentivize long-term performance and promote retention.
PERFORMANCE SHARES
Performance Period and Vesting
In 2024, each NEO was granted a performance share award subject to a three-year performance period beginning on January 1, 2024 and ending on December 31, 2026. Any earned shares will vest on February 28, 2027, provided that the executive remains employed at that time. At the start of the performance period, the Compensation Committee set two-year cumulative goals based on Interpublic Corporate performance. For the third year, the Compensation Committee set growth goals based on the results of the first two years (these are also set 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, the Compensation Committee and Interpublic Management considered the performance goals difficult but achievable and appropriate for the current economic environment.
Performance Metrics
Performance share awards for all NEOs are tied solely to the achievement of cumulative OG (weighted 40%) and OIBIA Margin (weighted 60%) performance goals set for the Company as a whole.
Potential Payouts
Under the terms of the awards, the actual number of performance shares, 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. Dividends or dividend equivalents do not accrue during the vesting period.
RESTRICTED STOCK UNITS
Restricted stock units serve primarily to increase retention and alignment with stockholders. All 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 the corresponding dividend equivalents are subject to forfeiture if the executive leaves Interpublic before the restrictions expire. The Company believes that these vesting provisions promote a long-term focus and provide strong retention.
In total, in February 2024, the Compensation Committee approved the following ongoing long-term incentive award values for each NEO:
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1.The number of target shares/units was determined by dividing the target value by the average of the high and low stock price on the date of grant ($31.43 on February 29, 2024) and rounding to whole shares. For performance awards, the grant-date fair values estimated in accordance with ASC 718 and reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table are lower than the values reported in this table since dividends and dividend equivalents are not paid or accrued during the vesting period.
In 2024, as in prior years, ongoing long-term incentive awards were made on the final trading day of February. This allowed for synchronized communication of annual and long-term incentives with each executive, which enforces the concept of total compensation.
At its February 2024 meeting, the Compensation Committee determined and recommended to the full Board, the long-term incentive awards under the 2019 PIP for the CEO. The recommended amounts were defined as an expected dollar value, which were subsequently reviewed and approved by the full Board. At the same meeting, the CEO recommended long-term incentive targets for the other NEOs to the Compensation Committee. After review and consideration, the Compensation Committee approved the recommended awards.
The value of the ongoing long-term incentive awards is assessed by the Compensation Committee as part of the annual total compensation review for senior executives including the NEOs. This review includes an evaluation and assessment of pay history, absolute and relative performance, and expected future contributions.
2024 PROMOTIONAL LTI
In addition to the grants issued as part of the ongoing long-term incentive awards, in May 2024, as part of Mr. Carroll’s promotion, which now included responsibilities for Business Transformation, the Compensation Committee approved a promotional LTI award with a target value of $200,000 which was issued in June 2024. This award was issued in the same design as the February 28, 2024 ongoing LTI awards described in the prior sections (two-thirds issued in performance-shares and one-third in restricted stock units scheduled to vest on February 28, 2027).
LONG-TERM INCENTIVE AWARDS WITH PERFORMANCE PERIODS ENDING IN 2024
On February 28, 2022, the Compensation Committee of the Board of Directors granted performance share awards under the 2019 Performance Incentive Plan. The performance cycle for the performance share awards was 3 years, beginning on January 1, 2022 and ending on December 31, 2024. On February 27, 2023, the Committee awarded performance cash awards under the 2019 PIP. The performance cycle for the performance cash awards was 2 years, beginning on January 1, 2023 and ending on December 31, 2024. Both performance awards were tied to the cumulative OG (weighted 30%) and OIBIA Margin(weighted 70%) of Interpublic over the applicable performance period. The following table summarizes the target and actual performance for these awards:
2022-2024 and 2023-2024 Financial Performance versus Goals
 
2022-20242023-2024
 FINANCIAL GOALSTARGETACTUALTARGETACTUAL
 OG %
4.3%
2.4%
3.0%
0.1%
 OIBIA %
21.1%
19.9%
20.8%
19.6%
Based on these results, each of the NEOs earned a performance rating of 83.9% for their performance share awards and 82.9% of target for performance cash.
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Amounts Earned for Long-term Incentive Awards with Performance Periods Ending in 2024
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ADDITIONAL COMPENSATION INFORMATION
COMPENSATION PHILOSOPHY AND BASIC PRINCIPLES
OUR COMPENSATION PHILOSOPHY REMAINS TO PROVIDE A PERFORMANCE-BASED, MARKET-COMPETITIVE TOTAL COMPENSATION PROGRAM THAT:
•Supports our talent needs and business objectives
•Ties a significant portion of pay to operational performance to enhance stockholder value
•Aligns with the interests of our stockholders and other key stakeholders
Our success continues to depend on our ability to attract, motivate and retain a diverse group of talented individuals throughout our organization – who will enable us to deliver the best and most contemporary marketing solutions to drive our clients’ businesses. Talent is our most vital asset, which is why it represents our most significant expense. We must continue to ensure that the investments we make in our key people are disciplined and designed to drive results. To this end, our compensation programs are guided by the following basic principles:
•Our compensation programs will be balanced and are intended to treat all stakeholders equitably.
•Our compensation programs will include four major elements: base salary, performance-based annual cash incentives, performance and time-based long-term incentives, retirement and other benefit programs. It bears noting that, outside of the Charitable Matching Program, which is capped at $20,000 annually per executive, company-paid perquisites are not offered to our most senior executives.
•Our fixed and performance-based compensation will target our competitive market for talent. Actual financial and individual performance may result in total earned compensation that is above or below target for certain individuals.
•Our competitive market for executive leadership includes companies with similar talent requirements; these companies are captured in our compensation peer group, which is reviewed annually.
•All individual pay decisions will consider the competitive market data and will be based on an executive’s performance against financial and individual objectives, as well as contributions and skills identified in our annual Leadership Talent and Succession Plan Review (“Talent Review”) process. Exceptional performance against these measures may result in pay levels exceeding the competitive market for certain executives who deliver outstanding results.
•We strive to design incentive programs that are aligned with our short and long-term operating goals and can be responsive to unique market requirements. Target performance levels will be set to be challenging but achievable while maximum performance levels will represent stretch goals. These incentive programs will provide market competitive levels for achievement of target results while also allowing for meaningful and appropriate rewards for superior results, encouraging executives to make carefully considered decisions to drive said superior performance, while discouraging excessive or unjustified risks.
•Senior Executives and Non-Management Directors are required to meet stock ownership guidelines.
•If warranted, clawback policies would be vigorously enforced.
•The communication and implementation of our compensation programs will be clear, specific and transparent.
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HOW COMPENSATION DECISIONS ARE MADE
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ROLE OF EXECUTIVE OFFICERS AND MANAGEMENT IN 2024 COMPENSATION DECISIONS
For 2024, the Compensation Committee of the Board of Directors made all pay decisions related to the NEOs with input from the CEO. The CEO did not participate in the Compensation Committee’s deliberations or decisions with regard to his own compensation.
At the Compensation Committee’s request, the CEO presented individual pay recommendations to the Committee for the CFO, the other NEOs and other executives whose compensation arrangements are subject to the Committee’s review. The pay recommendations for such executives were informed by assessments of individual contributions to the Company’s financial performance, achievement of specified performance or strategic objectives, results of our annual Talent Review process, as well as competitive pay data provided by the Committee’s independent outside compensation consultant and other factors. The Committee then considered these recommendations with the assistance of their independent consultant.
In 2024, the CEO, the EVP and General Counsel, the SVP, Assistant General Counsel & Secretary, the SVP of Global Executive Compensation & Benefits and the VP of Global Executive Compensation all attended Compensation Committee meetings, but were not present for the Committee’s executive sessions, or for any discussion regarding their own compensation. Other senior executives, as appropriate to the topic, were asked to attend Compensation Committee meetings to provide relevant information or advice, but they also did not attend executive sessions, or any discussion of their own compensation.
ROLE OF THE INDEPENDENT CONSULTANT
In 2024, the Compensation Committee again retained the services of an external independent executive compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to work for the Committee in its review of executive and Non-Management Director compensation practices including the competitiveness of pay levels, executive compensation design, market trends, and technical considerations.
The Compensation Committee has the final authority to hire and terminate the consultant, and the Committee evaluates the consultant’s performance annually. In accordance with regulatory requirements, the Committee annually assesses the independence of Meridian and, in 2024, the Committee concluded that no conflict of interest exists that would prevent Meridian from independently advising the Committee. Meridian does not provide any consulting advice to Interpublic, or any of its subsidiaries, outside the scope of executive compensation and will not do so without the prior consent of the Compensation Committee chairperson. Meridian often meets with the Committee chairperson and the other members of the Committee outside the presence of management.
ROLE OF THE COMPENSATION AND LEADERSHIP TALENT COMMITTEE
The Compensation Committee is responsible for establishing, implementing and continually monitoring adherence to the Company’s compensation philosophy, as well as approving compensation awarded to senior corporate and operating executives, including the NEOs and other key agency direct reports of the CEO. Among its duties, in 2024, the Committee was responsible for formulating the compensation recommendations for our CEO and approving all compensation recommendations for select senior executives including the other NEOs. Following review and discussion, the Committee submitted its recommendations for the compensation of the CEO to the Non-Management Directors for approval. The Compensation Committee is supported in its work by the CEO, the Global Executive Compensation team and an independent executive compensation consultant as described above.
The Compensation Committee charter, which sets out its duties and responsibilities and addresses other matters, is reviewed annually and can be found on our website at www.interpublic.com.
ROLE OF STOCKHOLDER SAY-ON-PAY VOTES
We provide our stockholders with the opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay proposal”). At our 2024 annual meeting of stockholders, a substantial majority of the votes (approximately 91%) cast at that meeting voted in favor of the say-on-pay proposal. The Compensation Committee of the Board believes this affirms stockholders’ support of our approach to executive compensation. The Committee welcomes feedback and dialogue with
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stockholders and will continue to consider the outcome of the Company’s say-on-pay votes and evolving best practices in this area when making future compensation decisions for the NEOs.
SETTING COMPENSATION FOR THE NAMED EXECUTIVE OFFICERS
The Compensation Committee of the Board reviews and assesses the total compensation of each NEO on an annual basis. Material changes in compensation typically occur only based on performance, in response to significant changes in an individual’s responsibility, due to changes in market conditions, or in limited circumstances when the Company is at risk of losing a highly talented and valued employee.
Compensation decisions are made based on the following information:
•External Market Analysis: The Compensation Committee annually conducts a review of competitive market compensation for each NEO. The Committee’s independent consultant performs this review after the Committee has approved the peer companies to be used for the study. The Committee targets the competitive market for talent for both fixed and total target compensation.
•Internal Equity: When making pay decisions, the Compensation Committee also takes into account internal equity. The Company has established comparability guidelines based on an executive’s purview with regard to revenue, operating income, geographic scope, and job complexity.
•Individual Performance and Talent Assessment: The Compensation Committee’s decision-making is also informed by the Company’s Talent Review process. The Committee participates in this annual review with the full participation of the Board of Directors. This Board-level review includes a discussion of each of the NEOs, their future career path and successors, as well as succession plans for Interpublic’s CEO. These reviews inform pay decisions by providing an in-depth look at the NEOs, their responsibilities, relative contributions and future potential, as well as their relative compensation.
•Other factors: Additional factors, such as unique skills, leadership, long-term potential and key client relationships are also taken into consideration when reviewing compensation.
USE OF COMPETITIVE DATA FOR COMPENSATION REVIEWS
THE MARKET FOR TALENT
To ensure that our compensation programs reflect best practices, as well as to maintain competitive compensation program designs and levels, the Committee considers market data and compensation ranges of our peer group. In 2013, the Committee approved a single peer group that reflects both talent peers as well as industry peers. Minor changes were made to this Peer Group as part of the 2023 annual review of compensation due to recent Mergers and Acquisition activity (detailed below). The Committee continues to believe that this Peer Group is appropriate.
In December of 2023, Meridian conducted its annual market review to assess the competitiveness of each NEO’s target total compensation (consisting of base salary, target annual incentive and target long-term incentives). Compensation data were analyzed for comparable positions at the 2023 Compensation Peer Group (detailed below) as well as size-relevant data from several published survey sources. Meridian compared each NEO based on his or her roles and responsibilities.
Using the size-adjusted data, the 2023 study concluded that our NEOs, in aggregate, were positioned near the median of the market for target total compensation. The Compensation Committee utilized this information, as well as other incumbent-specific factors, to determine whether any pay adjustments were warranted for 2024.
We believe that the peer group again contained a good representation of Interpublic’s industry competitors and size-relevant, talent-focused comparators. The Compensation Committee annually reviews the validity of the peer group and in 2023, it was decided that we would remove Activision Blizzard, Gannett and Nielsen. The final peer group is reflected in the table below:
2023 COMPARATOR GROUP
(used to inform 2024 compensation decisions)
Cognizant Technology Solutions
Lions Gate Entertainment Corp.
Quarate Retail Group Inc.
eBay Inc.
News Corporation
Sinclair Broadcast Group
Electronic Arts Inc.
Nexstar Media Group
Sirius XM Holdings Inc.
Fox Corporation
Omnicom Group Inc.
Take-Two Interactive
Gartner
Paramount Global
Thomson-Reuters Corporation
IAC Inc.
Publicis Groupe SA
WPP plc
At the time of the review in 2023, the median revenue in for these peer companies was approximately $9.4b, which was similar to Interpublic’s revenue.

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RETIREMENT BENEFITS
PURPOSE
The Company views retirement benefits as a key component of our executive compensation program because they encourage and reward long-term service. Therefore, we offer our NEOs and other employees a comprehensive benefits program that provides the opportunity to accumulate retirement income.
PROGRAM DESCRIPTIONS
Our current retirement programs include the Company’s qualified 401(k) savings plan, the Capital Accumulation Plan (“CAP”) and Executive Special Benefit Agreement (“ESBA”).
The Company’s 401(k) savings plan is a tax-qualified retirement savings plan pursuant to which all U.S.-based employees, including the NEOs, are able to contribute compensation -, subject to dollar limits prescribed by federal tax laws. For employees with less than 10 years of service, the Company matches 50% of the first 6% of compensation contributed. For employees with 10 or more years of service, the Company matches 75% of the first 6% of compensation that is contributed. The Company’s 401(k) savings plan allows for pre-tax, Roth 401(k) or a combination of both up to limits prescribed by federal tax laws. The Company Match applies to the total amount contributed, either pre-tax, or Roth 401(k).
The CAP plan provides participants with an annual dollar credit to an interest-bearing account. Under the terms of the CAP, interest is credited on December 31st of each year at an interest rate equal to the closing 10-year U.S. Treasury yield on the last business day of the immediately preceding calendar year. For a more detailed description of the CAP, see “Nonqualified Deferred Compensation Arrangements—the Interpublic Capital Accumulation Plan.”
The ESBA, which is currently frozen to new participants, also provides a defined annual annuity to selected executives for a 15-year period following retirement upon satisfying specific vesting provisions. Mr. Krakowsky is the only NEO who participates in the ESBA, and Mr. Krakowsky no longer accumulates pay or service credit in the plan as his future benefit is fully vested.
RETIREMENT BENEFITS REVIEW AND DECISION PROCESS
As part of its competitive pay review, the Compensation Committee’s independent consultant periodically provides the Committee with a comparison of Interpublic’s retirement benefits programs to those of a sample of competing companies. This retirement benefits program review is conducted in the context of total compensation, and the review considers compensation and benefits in total.
Decisions regarding new or enhanced participation in these programs, other than 401(k), are made after considering the impact on total compensation this one component of total pay would have. For a number of the NEOs, retirement and other benefits are the subject of individual employment agreements (which are described in greater detail under the heading “Employment Agreements” and which give Interpublic the ability to increase, but not decrease, the specific benefit).
On a case-by-case basis, the Compensation Committee and Interpublic’s Management Human Resources Committee (“MHRC”) – to which the Committee delegates certain responsibilities and consists of Interpublic’s CEO, the EVP, CFO, the EVP and General Counsel, the Global Chief Talent Officer and the SVP, Global Executive Compensation & Benefits – consider the appropriateness of CAP participation and benefits, with all such decisions for NEOs made solely by the Compensation Committee. In making recommendations to the Compensation Committee or MHRC, the Company considers an individual’s role, level in the organization, total compensation level, performance, length of service, and other factors. When making determinations to issue additional CAP awards, the Company also considers an individual’s current retirement positioning, including all forms of accrued qualified and non-qualified retirement benefits previously awarded or earned and the maximum value of the individual’s eligible Company match in the 401(k) savings plan or if not a participant for any year it assumes the executive contributed the maximum amount permitted to the plan.
SEVERANCE AND CHANGE OF CONTROL BENEFITS
In order to provide market-competitive total compensation packages to our executive officers, as well as to ensure the ongoing retention of these individuals in the event of potential takeovers that would create uncertainty as to their future employment, the Company offers market competitive (or market appropriate) severance and change of control benefits upon the occurrence of several specified events.
The NEOs may receive severance benefits from the Company under the terms of their employment agreements (described in greater detail under the heading “Employment Agreements”), the Company’s Executive Severance Plan and/or Change of Control agreements, depending on the circumstances of a potential termination.
Under the 2019 PIP, if a Change of Control occurs in the first quarter, NEOs receive an accelerated and prorated payout of their annual incentive award at target. If a Change of Control occurs after the first quarter, NEOs receive a fully accelerated payout of their annual incentive award at target. Upon a Change of Control, NEOs outstanding long-term incentives would not be vested unless the NEO incurred a Qualifying Termination (upon which vesting is accelerated). Under our change of Control agreements, individuals are eligible for enhanced severance benefits, contingent on a Change of Control being followed by a Qualifying Termination.
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SHARE OWNERSHIP GUIDELINES (“SOGs”)
We enforce share ownership guidelines (“SOGs”) for our Non-Management Directors, NEOs and other senior executives. The purpose of these SOGs is to:
•Closely align the financial interests of executives and Non-Management Directors with our stockholders.
•Ensure the commitment and personal investment of executives and directors in the Company.
The SOGs also prohibit both transactions involving derivatives that are designed to hedge against the market risk associated with ownership of Interpublic shares and the pledging of Interpublic shares as security or collateral for any obligation.
The SOGs are expressed as multiples of base salary. NEOs and other applicable senior executives must satisfy the SOG requirements within a maximum of five years from the date at which he or she joins the Company or is promoted into a position to which the guidelines apply. Those executives who have not met their established requirement level in the time allotted will be required to hold all net after-tax shares delivered upon the settlement of equity awards until such requirements are met.

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The Compensation Committee annually reviews the established SOGs for all SOG participants to ensure that they remain market appropriate. The Committee also reviews levels of stock ownership against the SOG levels applicable to the NEOs and other senior executives. As of December 31, 2024, all NEOs had either met or exceeded such requirements.
TAX AND ACCOUNTING IMPLICATIONS
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Each year, the Compensation Committee reviews and considers the deductibility of compensation paid to our NEOs.
Section 162(m) of the Code generally imposes a $1 million deduction limitation on compensation paid to certain executive officers of a publicly held corporation during the year. The executive officers to whom Code Section 162(m) deduction limit applies include the Company’s Chief Executive Officer and Chief Financial Officer, the three most highly compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer), and any such individual who was a “covered employee” for any year after 2016. The Committee reserves the right to approve compensation that is not deductible in order to ensure competitive levels of total compensation for our NEOs.
NON-QUALIFIED DEFERRED COMPENSATION
Most of the Company’s deferred compensation and nonqualified retirement benefit arrangements, including most of the Company’s severance arrangements, are subject to Section 409A of the Internal Revenue Code, which provides that nonqualified deferred compensation plans follow certain rules on the timing and form of payments. Noncompliance with these rules could result in adverse tax consequences for the executives. The Company has made significant efforts to ensure that affected arrangements comply with these requirements.
ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company accounts for stock-based payments, including its grants of stock options, restricted shares and performance shares, in accordance with the requirements of FASB ASC Topic 718.
COMPENSATION RECOVERY IN THE EVENT OF A FINANCIAL RESTATEMENT
The Company has a general “clawback” policy which provides that in the event of a significant restatement of financial results due to fraud or misconduct, the Company will determine whether a senior executive received an incentive award that would have been less if the award was calculated based on such restated financial results (“Excess Compensation”). The Board of Directors will, to the full extent permitted by governing law, seek to recoup for the benefit of the Company Excess Compensation paid to a senior executive whose fraud or misconduct, as determined by the Board of Directors, resulted in such restatement.
In addition, effective for compensation awarded for periods beginning on or after October 1, 2023, the Board adopted an Executive Compensation Clawback Policy (“Clawback Policy”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation following accounting restatements from persons who served as an executive officer of the Company at any time during the performance period for such incentive-based compensation and who
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received such compensation during the three fiscal years preceding the date on which the Company is required to prepare an accounting restatement. The compensation to be recovered is the amount in excess of what would have been paid based on the restated results. Recovery will be required on a “no fault” basis, without regard to whether any misconduct occurred and without regard to whether an executive officer was responsible for the erroneous financial statements. For purposes of this policy, the term “senior executives” means “executive officer” as defined under the Securities Exchange Act of 1934, as amended.
COMPENSATION AND LEADERSHIP TALENT COMMITTEE REPORT

Among its duties, the Compensation and Leadership Talent Committee is responsible for reviewing and discussing with the Company’s management the Compensation Discussion & Analysis included in the Company’s Annual Report on Form 10-K (the “CD&A”). Based on such a review and discussion, the Committee has recommended to the Board of Directors that the CD&A be included in this Annual Report on Form 10-K for the year ended December 31, 2024.

E. Lee Wyatt Jr., Chair
Jorge L. Benitez
Dawn Hudson
Jonathan F. Miller
Patrick Q. Moore
David M. Thomas

February 13, 2025
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SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation paid by Interpublic to (i) Mr. Krakowsky, who served as Interpublic’s principal executive officer in 2024, (ii) Ms. Johnson, who served as Interpublic’s principal financial officer in 2024 and (iii) the other executive officers of Interpublic, other than the principal executive officer and the principal financial officer (as determined based on total compensation in 2024, excluding the amount, if any, shown in the column headed Change in Pension Values and Nonqualified Deferred Compensation Earnings), who were serving as executive officers on December 31, 2024. In each instance, the compensation shown is for services rendered in all capacities for the years indicated.
In the table below, please note:
1.The amounts set forth in the “Bonus” column include the vested amount of restricted cash awards described in more detail in footnote 1; and
2.The amounts set forth in the “Non-Equity Incentive Plan Compensation” column for each NEO are the sum of the payments made in respect of the executive’s (i) annual incentive awards and (ii) the vested amount of performance cash awards for the respective years, described in more detail in footnote 4.
Name and Principal Position  Year
Salary
($)
Bonus
($) (1)
Stock
Awards
($) (2)
Option
Awards
($) (3)
Non-Equity
Incentive Plan
Compensation
($) (4)
 
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) (5)
All
Other
Compen-
sation
($) (6)
Total
($)
Philippe Krakowsky
2024
1,500,000
0
10,142,427
0
4,604,348
0
187,859
16,434,634
Chief Executive Officer
2023
1,500,000
0
6,663,055
0
6,055,600
38,695
184,010
14,441,360

2022
1,500,000
0
5,726,089
0
5,801,165
0
182,188
13,209,442
Ellen Johnson
2024
1,000,000
0
3,227,119
0
1,613,812
0
98,197
5,939,128
EVP and Chief Financial
2023
1,000,000
0
2,220,996
0
1,875,000
0
114,263
5,210,259
Officer
2022
900,000
650,000
1,749,634
0
2,253,833
0
103,627
5,657,094
Andrew Bonzani
2024
900,000
0
2,212,888
0
1,289,905
0
84,247
4,487,040
EVP and General Counsel
2023
900,000
0
1,522,978
0
1,580,000
0
105,702
4,108,680

2022
900,000
650,000
1,526,938
0
2,133,249
0
87,477
5,297,664
Christopher Carroll
2024
733,333
0
966,554
0
623,158
0
69,247
2,392,292
EVP, Controller, Chief
2023
700,000
0
539,388
0
690,000
0
83,671
2,013,059
Accounting & Business Transformation Officer
2022
700,000
250,000
540,773
0
1,018,409
0
65,602
2,574,784
(1)The amounts shown above for 2022, include the vesting of restricted cash award grants made to Ms. Johnson ($650,000), Mr. Bonzani ($650,000) and Mr. Carroll ($250,000) in February 2021, which vested in February 2023.
(2)The amounts shown for each year is the aggregate grant date fair value of stock awards made to the executive during the year, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated service-based forfeitures. The assumptions used in the calculation of these amounts are set forth in Note 14. The grant date fair values of the performance share awards shown for each year in which such awards were granted were calculated assuming a “target” level of performance achievement. The following tables show the grant date fair values of performance share awards assuming achievement of the “target” performance level and “maximum” performance level.
The amounts shown for each NEO consists solely of the grant date fair value of each executive’s performance share award for the performance period ending (i) for the 2024 Performance Share Award, on December 31, 2026, (ii) for the 2023 Performance Share Award, on December 31, 2025, and (iii) for the 2022 Performance Share Award, on December 31, 2024. The (i) 2024 Performance Share Award will vest on February 28, 2027, (ii) 2023 Performance Share Award will vest on February 27, 2026, and (iii) 2022 Performance Share Award will vest on February 28, 2025, in each case, to the extent the performance criteria established for the awards are satisfied.
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2024 Performance Share Awards
2023 Performance Share Awards
2022 Performance Share Awards
Name
Target
($)
Maximum
($)
Target
($)
Maximum
($)
Target
($)
Maximum
($)
Mr. Krakowsky
6,475,772
12,951,544
3,163,057
6,326,114
2,726,095
5,452,190
Ms. Johnson
2,060,469
4,120,938
1,054,342
2,108,684
832,971
1,665,942
Mr. Bonzani
1,412,900
2,825,800
722,982
1,445,964
726,950
1,453,900
Mr. Carroll
616,603
1,233,206
256,073
512,146
257,453
514,906
(3)Since 2022, no options were granted to our NEOs. Additional information on all outstanding option awards as of December 31, 2024 is reflected in the “Outstanding Equity Awards at Calendar Year-End” table below.
(4)The amounts shown above for each NEO are the sum of the payments made in respect of the executive’s (i) annual non-equity compensation awards and (ii) performance cash awards for the (A) 2022-2023 performance period, which will vest on February 28, 2025, (B) 2021-2022 performance period, which vested on February 26, 2024, and (C) 2020-2021 performance period, which vested on February 28, 2023, in the respective amounts shown in the following table.
 
2024 Non-Equity Incentive Plan
Compensation
2023 Non-Equity Incentive
Plan Compensation
2022 Non-Equity Incentive Plan
Compensation
Name
Annual Incentive Award
($)
2022 Performance Cash Award
($)
Annual Incentive Award
($)
2021 Performance Cash Award
($)
Annual Incentive Award
($)
2020 Performance Cash Award
($)
Mr. Krakowsky
1,862,348
2,742,000
1,680,600
4,375,000
3,700,000
2,101,165
Ms. Johnson
775,979
837,833
700,000
1,175,000
1,353,333
900,500
Mr. Bonzani
558,705
731,200
505,000
1,075,000
1,082,666
1,050,583
Mr. Carroll
364,192
258,966
315,000
375,000
684,859
333,550
(5)The amounts in this column for Mr. Krakowsky reflect the change in the value of the benefits he is entitled to receive under his Executive Special Benefit Agreement, which is described in greater detail under the heading “Executive Special Benefit Agreement.”
In 2024, due to the increase in the discount rate from 2023 (5.40%) to 2024 (5.75%), as of December 31, 2024, the actual present value of the benefits Mr. Krakowsky is entitled to receive under the ESBA decreased by $53,912.
Messrs. Bonzani and Carroll and Ms. Johnson do not participate in a pension plan nor do they have an Executive Special Benefit Agreement.
While each of the NEOs participate in deferred compensation arrangements, as described in greater detail under the heading “Nonqualified Deferred Compensation Arrangements,” none received earnings on deferred compensation that was “above-market” or “preferential” as defined by SEC rules.
(6)The table below shows the components of the amounts shown in this column for 2024.
Name
Annual Dollar Credits
under the Capital
Accumulation Plan
($)(a)
Matching
contributions
under the
Interpublic
Savings Plan
($)
Premiums
paid by Interpublic
on group life
insurance
($)
Perquisites and
Other Personal
Benefits
($)(b)
Total All Other
Compensation
($)
Mr. Krakowsky
150,000
15,525
$180
22,154
187,859
Ms. Johnson
75,000
15,525
$180
7,492
98,197
Mr. Bonzani
50,000
15,525
$180
18,542
84,247
Mr. Carroll
50,000
15,525
$180
3,542
69,247
(a)The Capital Accumulation Plan is described in greater detail under the heading “The Interpublic Capital Accumulation Plan.”
(b)The “2024 Perquisites and Other Personal Benefits” table below lists the type and amount of each perquisite received by the NEOs in 2024.
2024 Perquisites and Other Personal Benefits
The following table describes the amount of each perquisite and other personal benefit received by the NEOs in 2024.
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Name
Executive Dental
Plan Coverage
($)
Charitable Matching
Program(a)
($)
Mr. Krakowsky
2,154
20,000
Ms. Johnson
3,542
3,950
Mr. Bonzani
3,542
15,000
Mr. Carroll
3,542
0
(a)The Charitable Matching Program is described in greater detail under the heading “Non-Management Director Compensation.”
GRANTS OF PLAN-BASED AWARDS
The following table provides information on grants of equity and non-equity plan based awards made in 2024 to the NEOs. The awards are described in greater detail in the Compensation Discussion & Analysis.
 
 
 
 
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
 
 
Estimated Future Payouts
Under Equity Incentive
Plan Awards		 
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
Grant Date
Fair Value of
Stock and
Option
Awards
($)(4)
NameGrant
Date		Approval
Date		Thres-
hold
($)		Target
($)		Maximum
($)		  Thres-
hold
(#)		Target
(#)
Maximum
(#)
Philippe Krakowsky
2/15/2024(1)
0
3,000,000
6,000,000
2/29/2024
2/15/2024(2)


0
233,323
466,646
6,475,772
2/29/2024
2/15/2024(3)





116,661
3,666,655
Ellen Johnson
2/15/2024(1)
0
1,250,000
2,500,000





 
 
2/29/2024
2/15/2024(2)


0
74,239
148,478

2,060,469
2/29/2024
2/15/2024(3)





37,119
1,166,650
Andrew Bonzani
2/15/2024(1)
0
900,000
1,800,000





 
 
2/29/2024
2/15/2024(2)


0
50,907
101,814

1,412,900
2/29/2024
2/15/2024(3)





25,453
799,988
Christopher Carroll
2/15/2024(1)
    0
586,666
1,173,332





 
 
2/29/2024
2/15/2024(2)


0
18,030
36,060

500,414
2/29/2024
2/15/2024(3)





9,014
283,310
6/28/2024
5/22/2024(2)


0
4,594
9,188

116,189
6/28/2024
5/22/2024(3)





2,296
66,641
(1)Reflects the potential payout in cash that the executive was entitled to earn for calendar year 2024 pursuant to an annual incentive award made in 2024 under the 2019 PIP as described in greater detail under the heading “Compensation Discussion & Analysis — Annual Incentives.” The actual amounts paid are shown in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation."
(2)Reflects potential payout in shares of Common Stock that the executive is entitled to earn pursuant to a performance share award made in 2024 under the 2019 PIP. As described in greater detail under the heading “Compensation Discussion & Analysis — 2024 Ongoing Long-Term Incentive Targets,” depending on the actual level of performance relative to goals over a three-year performance period, an individual will be entitled to receive a payout ranging from 0% to 200% of the target amount. The amount of the payout, as so determined, will vest at the end of the third year following the grant of the award.
(3)Reflects the number of shares under restricted stock unit award grants made in 2024 under the 2019 PIP. As described in greater detail under the heading “Compensation Discussion & Analysis — 2024 Ongoing Long-Term Incentive Targets,” these shares are credited with quarterly cash dividends, when and as declared by the Board of Directors on the Common Stock. All of the shares of restricted stock, and any cash dividends paid on the restricted stock, are subject to forfeiture if the award recipient terminates employment before the third anniversary of the grant date.
(4)Reflects the grant date fair value of the equity award or stock award, as applicable, disclosed in the adjacent column computed in accordance with FASB ASC Topic 718, excluding the effect of estimated service-based forfeitures. The assumptions used in the calculation of these amounts are set forth in Note 14.
 

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OUTSTANDING EQUITY AWARDS AT CALENDAR YEAR-END
The following table provides information on outstanding equity awards, consisting of stock option awards and stock awards, held by the NEOs as of December 31, 2024.
 
    
 
Option Awards(1)
 
Stock Awards
 
         
  NameNumber of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
 
Number of
Shares
or Units of
Stock That
Have
Not Vested
(#)
Market
Value
of Shares
or Units of
Stock That
Have
Not Vested
($) (6)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested
($) (9)
Philippe Krakowsky
250,000
23.33
1/4/2031
 
 
116,661(2)
3,268,841
233,323(7)
6,537,710





98,101(3)
2,748,790
98,101(8)
2,748,790
 
 
 
 
 
 
 
 
 
 
81,766(4)
2,291,083
    
        
 
 
 
 
 
 
 
 
 
 
68,765(5)
1,926,795
 
 
 
 
Ellen Johnson
 
 
 
 
 
 
 
 
37,119(2)
1,040,074
74,239(7)
2,080,177





32,700(3)
916,254
32,700(8)
916,254
 
 
 
 
 
 
 
 
 
 
24,984(4)
700,052


 
 
 
 
 
 
 
 
 
 
21,012(5)
588,756
 
 
 
 
Andrew Bonzani
 
 
 
 
 
 
 
 
25,453(2)
713,193
50,907(7)
1,426,414





22,423(3)
628,292
22,423(8)
628,292
 
 
 
 
 
 
 
 
 
 
21,804(4)
610,948


 
 
 
 
 
 
 
 
 
 
18,337(5)
513,803
 
 
 
 
Christopher Carroll
 
 
 
 
 
 
 
 
11,310(2)
316,906
22,624(7)
633,924





7,941(3)
222,507
7,942(8)
222,535
 
 
 
 
 
 
 
 
 
 
7,722(4)
216,370


 
 
 
 
 
 
 
 
 
 
6,494(5)
181,962
 
 
 
 
(1)All of the stock options have a ten-year term and an exercise price equal to 100% of the fair market value of the Common Stock on the grant date which, as established by the Compensation Committee, is the average of the high and low sales prices of the Common Stock as reported by the NYSE on the grant date.
(2)Reflects the number of shares under restricted stock unit award grants (“Restricted Stock Unit Awards”) made under the 2019 PIP that will vest on February 28, 2027. All Restricted Stock Unit Awards are credited with quarterly dividends, when and as declared by the Board, on the Common Stock. All Restricted Stock Unit Awards, and any dividends paid on the restricted stock units, are subject to forfeiture if the award recipient terminates employment before the third anniversary of the grant date.
(3)Reflects the number of shares under Restricted Stock Unit Awards made under the 2019 PIP that will vest on February 27, 2026.
(4)Reflects the number of shares under Restricted Stock Unit Awards made under the 2019 PIP that will vest on February 28, 2025.
(5)Represents the number of unvested shares of Common Stock that the NEO has earned under performance share awards granted in 2022, for which the performance ended on December 31, 2024. The awards remain subject to forfeiture if the employment of the award recipient terminates prior to the February 28, 2025 vesting date.
(6)The value shown is calculated by multiplying (i) the number of shares shown in the column headed “Number of Shares or Units of Stock That Have Not Vested” by (ii) the closing price of the Common Stock ($28.02), as reported by the NYSE on December 31, 2024.
(7)Represents the “target” number of shares of Common Stock that the NEO would receive under a performance share award granted in 2024, for which the performance period will end on December 31, 2026. Any shares earned will remain subject to forfeiture if the employment of the award recipient terminates prior to February 28, 2027.
(8)Represents the “target” number of shares of Common Stock that the NEO would receive under a performance share award granted in 2023, for which the performance period will end on December 31, 2025. Any shares earned will remain subject to forfeiture if the employment of the award recipient terminates prior to February 27, 2026.
(9)The values shown in this column are calculated by multiplying (i) the number of shares shown in the column headed “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” by (ii) the closing price of the Common Stock ($28.02), as reported by the NYSE on December 31, 2024.
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OPTION EXERCISES AND STOCK VESTED
The following table provides information for 2024 on the number of shares of Common Stock acquired upon (i) the exercise of stock options and (ii) the vesting of (A) performance share awards and (B) restricted stock awards.
 
     Option Awards     
 
 
 
     Stock Awards     
 
 Name
Number of Shares
Acquired on Exercise
(#)
Value Realized
on Exercise
($)
 
 
 
 
 
 
Number of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting
($)
Philippe Krakowsky
—
—


168,238(1)
5,452,594(3)
 
 




168,236(2)
6,037,990(4)
Ellen Johnson
—
—


45,184(1)
1,464,413(3)





45,183(2)
1,621,618(4)
Andrew Bonzani
—
—


41,338(1)
1,339,765(3)
 
 




41,338(2)
1,483,621(4)
Christopher Carroll
—
—


14,420(1)
467,352(3)


34,075(2)
1,250,370(4)
(1)Represents the total number of performance-based shares which vested on February 26, 2024.
(2)Represents the total number of shares of restricted stock which vested on February 26, 2024. For Mr. Carroll, it represents (i) 14,420 shares (valued at $467,352) which vested on February 26, 2024, and (ii) 19,655 shares (valued at $625,913) which vested on February 28, 2024.
(3)The value realized on the vesting of performance share awards is equal to the product of (i) the number of shares vested, multiplied by (ii) the average of the high and low price of the Common Stock, as reported by the NYSE on the vesting date (“Common Stock Vesting Date Value”), which for the NEOs was ($32.41) on February 26, 2024.
(4)As set forth in the table below, the value realized on the vesting of restricted stock awards is equal to the sum of (i) the product of (A) the number of shares vested, multiplied by (B) the Common Stock Vesting Date Value, (ii) plus the total amount of the accrued dividends from the applicable grant date of the restricted stock award through the February 2024 vesting date which, in accordance with the terms of the awards, are payable upon the vesting of the shares of restricted stock.
 NameGrant Date
Vesting Date
Market
Price
($)
Number of
Shares Acquired
upon Vesting
#
Market Value of
Vested Shares
($)
Accrued Cash
Dividend Released
upon Vesting
($)
Value Realized
upon Vesting
($)
Mr. Krakowsky
2/26/2021
2/26/2024
$32.410
168,236
5,452,529
585,461
6,037,990
Ms. Johnson
2/26/2021
2/26/2024
$32.410
45,183
1,464,381
157,237
1,621,618
Mr. Bonzani
2/26/2021
2/26/2024
$32.410
41,338
1,339,765
143,856
1,483,621
Mr. Carroll
2/26/2021
2/26/2024
$32.410
14,420
467,352
50,182
517,534

2/28/2019
2/28/2024
$31.845
19,655
625,913
106,923
732,836

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PENSION ARRANGEMENTS
Executive Special Benefit Agreement
Mr. Krakowsky entered into an Executive Special Benefit Agreement (an “ESBA”) in 2002, which provides that if his employment with Interpublic terminates due to a Qualifying Termination (as defined under the heading “Severance and Change of Control Benefits”) retirement, resignation or death after his 60th birthday, Interpublic will pay him or his estate $245,000 per year for 15 years. At 60 years of age, Mr. Krakowsky is now entitled to receive, upon his retirement, resignation or termination from employment with Interpublic, $245,000 per year for 15 years.
If Mr. Krakowsky’s employment terminates within two years after a Change of Control (as defined under the heading “Severance and Change of Control Benefits” below) of Interpublic, his ESBA benefits would be paid in a lump sum, rather than installments. The amount of the lump sum would be the then-present value of $245,000 per year for 15 years.
If Mr. Krakowsky dies before all required payments are made to him under these ESBAs, Interpublic would make the remaining payments to his beneficiaries.
PENSION BENEFITS
The following table provides information on pension benefits held by the NEOs as of December 31, 2024.
  NamePlan NameNumber of Years
of Credited Service
(#)
Present Value of
Accumulated
Benefit
($) (1)(2)
 Payments During 
Last Fiscal
Year
($)
Philippe Krakowsky
ESBA
N/A
2,493,551
0
Ellen Johnson
—
—
—
—
Andrew Bonzani
—
—
—
—
Christopher Carroll
—
—
—
—
(1)The calculation of the present value of accumulated benefit assumes a discount rate of 5.75%. No preretirement decrements were used in the calculation of present values. Contingent benefits arising from death, early retirement or other termination of employment were not valued.
(2)For Mr. Krakowsky, the amount shown is the present value of the maximum benefit that he will be entitled to receive under his ESBA upon the termination of his employment. The terms and conditions of the ESBA are described in greater detail under the heading “Executive Special Benefit Agreement."

NONQUALIFIED DEFERRED COMPENSATION ARRANGEMENTS
The Interpublic Capital Accumulation Plan
Interpublic maintains a Capital Accumulation Plan (“CAP”) under which senior management employees of Interpublic and its subsidiaries selected by the Management Human Resources Committee (“MHRC”) are entitled to receive deferred compensation benefits. Under the CAP, a participating employee receives annual credits of a specified dollar amount (a “dollar credit”) and interest each December 31st. The amount of each year’s interest credit is equal to the 10-year U.S. Treasury yield curve annual rate (also known as the “constant maturity rate”) as of the last business day of the immediately preceding calendar year. Each participant’s account balance becomes fully vested as to both prior and future dollar and interest credits when the participant has completed three years of participation in the CAP, except that all interest credits since the inception of the participant’s participation in the plan are subject to forfeiture if the participant breaches a non-competition or non-solicitation agreement. If a participant has a Qualifying Termination, the CAP provides for continued vesting through the end of the participant’s severance period and a special dollar credit equal to the dollar credits that would have been added to the participant’s account (based on the credit amount in effect at time of the Qualifying Termination) if such participant had continued working for Interpublic until the due date for such participant’s last severance payment. Any portion of a participant’s benefit that is not vested upon termination of employment (taking into account accelerated vesting upon a Qualifying Termination) will be forfeited.
If a participant has a Qualifying Termination within two years after a Change of Control, (i) the participant will become fully vested and (ii) the participant’s account will be credited with an amount equal to the dollar credits that would have been added to such participant’s account (based on the credit amount in effect at time of the Qualifying Termination) if such participant had continued working for Interpublic until the end of such participant’s severance period.
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Each NEO is a participant in the CAP and for 2024 received the following annual dollar credit:
Name
Annual Dollar Credit 
($) 
Mr. Krakowsky
150,000
Ms. Johnson
75,000
Mr. Bonzani
50,000
Mr. Carroll
50,000
For 2024, each participant received an interest credit equal to 3.88% of such participant’s account balance as of December 31, 2024 (determined before the 2023 dollar credit was added). The CAP account balances are fully vested for each of the NEOs.
In general, each participant’s vested account balance is payable in a lump sum two years after the termination of such participant’s employment with Interpublic and its subsidiaries. However, if the participant’s employment terminates within two years after a Change of Control, payment will be accelerated.
Nonqualified Deferred Compensation
The following table provides information on nonqualified deferred compensation arrangements for the NEOs as of December 31, 2024, which consist exclusively of benefits under the CAP.
Name
Executive
contributions
in last FY
($)
Registrant
contributions
in last FY
($) (1)
Aggregate
earnings
in last FY
($) (2)
Aggregate
withdrawals/
distributions
($)
  Aggregate balance  
at last FYE
($) (3)
Philippe Krakowsky
0150,000
67,615
01,960,269
Ellen Johnson
0
75,000
61,364
01,717,911
Andrew Bonzani
0
50,000
16,809
0
500,031
Christopher Carroll
0
50,000
42,955
01,200,048
(1)The amounts shown as “Registrant contributions in last FY” are dollar credits that were added to the NEO’s CAP account as of December 31, 2024 and are included in the “All Other Compensation” column for 2024 of the “Summary Compensation Table.”
(2)No earnings on deferred amounts are included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the “Summary Compensation Table” for 2024, 2023 or 2022 because the interest credits under the CAP did not constitute “above-market” or “preferential” earnings as defined by SEC rules.
(3)The aggregate balances shown in this column include the following dollar credits that were included in the “All Other Compensation” column of the “Summary Compensation Table” for each of 2023 and 2022.
Name2023
($)		2022
($)
Mr. Krakowsky
150,000
150,000
Ms. Johnson
75,000
75,000
Mr. Bonzani
50,000
50,000
Mr. Carroll
50,000
50,000

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EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
Employment Agreements
Each of the NEO has an employment agreement with Interpublic. Each employment agreement includes provisions describing the NEO’s position and responsibilities, salary and eligibility for incentive compensation and other benefits and perquisites. Each agreement also includes covenants pursuant to which the NEO agrees not to divulge confidential information of Interpublic and its subsidiaries and agrees for a period of time after termination of employment to refrain from soliciting employees of Interpublic and its subsidiaries and from soliciting or handling the business of clients of Interpublic.
Annual Bonus - Each employment agreement provides for each NEO to receive an annual target bonus, with the actual award ranging between 0% and 200% of the target depending on Interpublic’s financial performance, individual performance, and management discretion.
Long-Term Incentive Awards - Each employment agreement also provides for participation in Interpublic’s performance-based long-term incentive programs. Each year’s awards may consist of stock options, restricted stock, performance-based share and cash awards or another form of incentive award at the sole discretion of the Compensation Committee.
Employment Agreement Base Salary and Incentive Compensation Information
The following table provides the annual salary, annual incentive target percentage and long-term incentive target award value for each NEO for 2024.
Name
Salary
$
Annual Incentive Target
%
  Long-Term 
Incentive Target  
$
Philippe Krakowsky1,500,00020011,000,000
Ellen Johnson1,000,000125
3,500,000
Andrew Bonzani
900,000
100
2,400,000
Christopher Carroll
 750,000
80
1,250,000
Philippe Krakowsky Employment Agreement
Mr. Krakowsky’s employment agreement also provides that he be entitled to (i) participate in the CAP and (ii) participate in such other employee benefits and programs as are available from time to time to other key management executives generally.
If Mr. Krakowsky’s employment is terminated involuntarily without Cause, his employment agreement provides for salary continuation for 24 months from the date notice of his termination is provided, at the rate in effect before his termination; provided that if Mr. Krakowsky obtains alternative employment before the end of the severance period, the amount of his severance pay will be reduced (but not below zero) by the amount of the non-contingent compensation payable to Mr. Krakowsky in connection with his new employment for service before the end of the severance period.
Mr. Krakowsky is also eligible to receive a bonus for the year in which his employment is terminated. After an involuntary termination, Mr. Krakowsky would also be eligible to receive: (i) continued vesting of all long-term equity and cash incentive awards until the end of the severance period, with such long-term incentives vesting pro-rata as of the first anniversary, (ii) cash payments to subsidize the cost of medical, dental, and vision benefits at active employee rates until the end of the severance period and a subsequent COBRA period, (iii) a cash payment equal to the amount of matching contributions that Interpublic would have contributed on his behalf to the Interpublic Savings Plan if he had continued participating in that plan through the first anniversary of the date of termination and (iv) a cash payment in lieu of continued life insurance for 12 months from the notice date. The subsidy for medical, dental and vision benefits would end if Mr. Krakowsky accepts employment with another employer offering similar benefits. Mr. Krakowsky may terminate his employment at any time by giving notice to Interpublic at least six months in advance.
Ellen Johnson Employment Agreement
Ms. Johnson’s employment agreement also provides that she be entitled to (i) participate in the CAP and (ii) participate in such other employee benefits and programs as are available from time to time to other key management executives generally.
 
If Ms. Johnson’s employment is terminated involuntarily without Cause, her employment agreement provides for payment of an amount equal to her base salary for 18 months at the rate in effect immediately prior to her date of termination. Ms. Johnson is also eligible to receive a bonus for the year in which her employment is terminated. After her termination date, Ms. Johnson will be eligible to receive (i) continued vesting of all long-term equity and cash incentive awards until the end of the severance period (i) cash payments to subsidize the cost of medical, dental, and vision benefits at active employee rates until the end of the severance period and a subsequent COBRA period, and (ii) a cash payment equal to the amount of
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matching contributions that Interpublic would have contributed on her behalf to the Interpublic Savings Plan if she had continued participating in that plan until the end of the severance period. Ms. Johnson may terminate her employment at any time by giving notice to Interpublic at least 30 days in advance.
Andrew Bonzani Employment Agreement
Mr. Bonzani’s agreement also provides that he be entitled to participate in such other employee benefits and programs as are available from time to time to other key management executives generally.
In the event of a Qualifying Termination, his employment agreement provides for severance pay under the Executive Severance Plan (described below), with a salary continuation period of 18 months.
Christopher Carroll Employment Agreement
Mr. Carroll’s employment agreement also provides that he be entitled to (i) participate in the CAP and (ii) to participate in such other employee benefits and programs as are available from time to time to other key management executives generally.
If Mr. Carroll’s employment is terminated involuntarily without Cause, his employment agreement provides for (i) salary continuation, at the rate in effect before his termination, for 12 months from when notice of his termination is provided and (ii) lump sum payment of his target bonus for the year of termination. After his termination date, Mr. Carroll will be eligible to receive (i) cash payments to subsidize the cost of medical, dental, and vision benefits at active employee rates until the end of the severance period and a subsequent COBRA period, and (ii) a cash payment equal to the amount of matching contributions that Interpublic would have contributed on his behalf to the Interpublic Savings Plan if he had continued participating in that plan until the end of the severance period. Mr. Carroll may terminate his employment at any time by giving notice to Interpublic at least six-months in advance.
Executive Severance Plan
Under the Interpublic Executive Severance Plan (“ESP”), certain senior management employees, including the NEOs, are entitled to receive severance and other welfare benefits, in the event of a Qualifying Termination. In general, the ESP provides for salary continuation, at the executive’s base salary rate in effect for the year of termination, for a specified number of months, which varies generally according to the seniority of the executive. If the executive’s Qualifying Termination occurs within two years after a Change of Control, severance is payable in a lump sum, rather than over the severance period.
Under the ESP the NEOs are entitled to the following salary continuation periods:
  
  NameSalary Continuation Period
Mr. Krakowsky
24 months
Ms. Johnson
18 months
Mr. Bonzani
18 months
Mr. Carroll
12 months
The ESP also provides for cash payments in lieu of continued medical, dental and vision benefits at active employee rates for the salary continuation period, followed by a COBRA period.
Benefits under the ESP are not in addition to severance benefits under individual employment agreements. Rather, severance benefits that are paid under individual employment agreements are credited against amounts payable under the ESP.
The ESP requires the executive to agree to certain post-termination covenants which, if violated, would result in the forfeiture of the executive’s future severance payments and benefits. Benefits under the ESP are also conditioned on the executive executing a mutual release. 
Change of Control Agreements
Each NEO has entered into a change of control agreement with Interpublic that provides for severance and other benefits in the event of a Qualifying Termination within two years after a Change of Control. These benefits are instead of, and not in addition to, the benefits the executive otherwise would be entitled to receive under the executive’s employment agreement and the ESP.
Each of these change of control agreements provides for a lump-sum severance payment equal to a specified multiple of the executive’s base salary plus his or her target bonus. For purposes of this calculation, salary and target bonus are each determined based on the rate in effect for the executive for the year of the Change of Control or for the year of the Qualifying Termination, whichever is greater.
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The multiple applied and the corresponding months of service under the change of control agreements are:
  NameMultiple
Months of
Severance
Mr. Krakowsky
2.5
30 months
Ms. Johnson
2
24 months
Mr. Bonzani
2
24 months
Mr. Carroll
2
24 months
In addition, under the agreement the NEO’s benefit under the CAP will be subject to the following: (i) annual dollar credits will be added for his severance period as if the severance were paid in semi-monthly installments over the severance period (rather than in a lump sum); (ii) the executive will receive a prorated annual dollar credit for the year in which the severance period expires, and (iii) in addition to the interest credits added under the terms of the CAP each December 31st, the executive will receive a pro-rated interest credit for the year in which the severance period expires, at the rate applied under CAP for the year in which the executive’s CAP balance is paid.
Each agreement also provides for cash payments to subsidize the cost of medical, dental and vision benefits during the months for which severance is provided, in lieu of the benefit subsidies otherwise payable under the executive’s employment agreement and the ESP.
Each agreement requires the executive to agree to certain post-termination covenants, which restrict solicitation of employees and clients, and if violated, would result in the forfeiture of the executive’s severance payments and benefit.
SEVERANCE AND CHANGE OF CONTROL BENEFITS
The preceding narrative describes the severance and other benefits to which the NEOs may be entitled under the various agreements, plans and arrangements in connection with or following a termination of the executive's employment. Below is a table that quantifies the benefits that each NEO would have received had the executive's employment terminated as of December 31, 2024 under the following circumstances:
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  Triggering Event
Description
  
Termination for Cause
or Voluntary
Termination Without
Good Reason
In general (subject to certain variations in each executive’s employment agreement), Interpublic would have “Cause” to terminate an executive’s employment if the executive (a) materially breaches a provision in his employment agreement and fails to cure such breach within a 15-day period; (b) misappropriates funds or property of Interpublic; (c) attempts to secure any personal profit related to the business of Interpublic without proper prior written approval; (d) engages in fraud, material dishonesty, gross negligence, gross malfeasance or insubordination, or willful (i) failure to follow Interpublic’s Code of Conduct or (ii) misconduct in the performance of his duties, excluding, in either case, acts taken in good faith that do not cause material harm to Interpublic; (e) refuses or fails to attempt in good faith to perform such executive’s duties as an employee or to follow a reasonable good-faith direction of the Board of Directors or the person to whom the executive reports directly if such refusal or failure is not cured within a 15-day period; (f) has committed or is formally charged or indicted for a felony or a crime involving dishonesty, fraud or moral turpitude or (g) engages in conduct that is clearly prohibited by the policy of Interpublic prohibiting discrimination or harassment based on age, gender, race, religion, disability, national origin or any other protected category.
 
In general, an executive would have “Good Reason” to terminate such executive’s employment if Interpublic, without the executive’s consent, (a) materially reduces the executive’s base salary; (b) materially diminishes the authority, duties or responsibilities of the executive or the supervisor to whom the executive is required to report; (c) materially diminishes the budget over which the executive has authority; (d) requires the executive to relocate to an office more than 50 miles outside the city in which such executive is principally based or (e) materially breaches an employment agreement with the executive. Before resigning for Good Reason, the executive generally must give Interpublic notice and an opportunity to cure the adverse action.
  
Qualifying
Termination
An involuntary termination of the executive’s employment without Cause or a resignation by the executive for Good Reason.
  
Change of Control
In general, a Change of Control will be deemed to have occurred if: (i) any person, other than Interpublic or any of its subsidiaries, becomes the beneficial owner of more than 50% of the combined voting power of Interpublic’s then outstanding voting securities; (ii) any person, other than Interpublic or any of its subsidiaries, acquires (during a 12-month period) ownership of 30% or more of the combined voting power of Interpublic’s then-outstanding voting securities; (iii) any person acquires 40% or more of Interpublic’s assets (determined based on gross fair market value) or (iv) during any 12-month period, a majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of their appointment or election.
 
  
Qualifying
Termination following
a Change of Control
A Qualifying Termination of an executive employment within two years after a Change of Control.
  
Death or Disability
Disability is determined in accordance with our policies and procedures based on the facts and circumstances presented.
  
Retirement
Retirement of an executive is deemed to have occurred upon the executive’s voluntary termination of employment with the Company’s approval after (i) the executive has attained the age of 65 and (ii) has completed 10 years of service with Interpublic.
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KEYS TO TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL PAYMENTS  
   
  Payment
Description
   
Severance 
The severance amount shown as payable to each of the NEOs in the event of a Qualifying Termination, other than following a Change of Control, is provided for under the terms of the executive’s employment agreement as supplemented by the terms of ESP, except that for Messrs. Krakowsky and Carroll severance benefits following a resignation for Good Reason are payable exclusively under the ESP.
 
In the event of a Qualifying Termination following a Change of Control, the severance amount shown for each of the NEOs is provided for under the terms of the executive’s Change of Control Agreement.
   
Bonus
 
 
Mr. Krakowsky’s employment agreement provides that he is eligible for consideration for a bonus if Interpublic terminates his employment without Cause, other than following a Change of Control, but does not provide for a bonus payment if he resigns for Good Reason.
 
Ms. Johnson’s employment agreements provide that she is eligible for consideration for a bonus if Interpublic terminates her employment without Cause or if she resigns for Good Reason.
 
Mr. Carroll’s employment agreement provides for a bonus payment only in the event of an involuntary termination without Cause (and not in the event of resignation for Good Reason), other than following a Change of Control.
 
In the event of a Change of Control, each NEO is entitled to a bonus payment under the Interpublic Senior Executive Incentive Plan (“SEIP”) at the executive’s target level (without regard to whether his or her employment terminates).
 
In the event of a termination of employment due to death or disability, the bonus amount shown for each of the NEOs is payable under the SEIP, which provides that award is pro-rated based on the time elapsed and the performance-level achieved. In the case of death, achievement of the performance objectives is determined based on actual performance through the date of death and estimated performance for the rest of the performance period. In the case of disability, achievement is measured based on actual performance through the end of the performance period.
   
Long-Term
Incentives
 
 
 
Under Interpublic’s Performance Incentive Plans:
•In the event of termination due to death or disability:
–Restricted stock vests on a pro-rata basis; and
–Performance shares and performance cash vest on a pro-rata basis based on the time elapsed and the performance level achieved, unless employment terminates within 12 months of the grant date (in which case the entire award is forfeited). In the case of death, achievement of the performance objectives is determined based on actual performance through the date of death and estimated performance for the rest of the performance period. In the case of disability, achievement is measured based on actual performance through the end of the performance period.
•Interpublic’s Performance Incentive Plans provide in the event of a Qualifying Termination following a Change of Control:
–An executive will be entitled to payments for the following awards, each valued as of the date of the Change of Control:
▪Restricted stock; and
▪Performance shares and performance cash at the target performance level
Mr. Krakowsky’s employment agreement provides that if his employment is terminated involuntarily without cause (but not in the event of resignation for Good Reason), his equity incentive plan awards will continue to vest during his severance period.
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Ms. Johnson’s employment agreement provides that if her employment is terminated involuntarily without cause or if she resigns for Good Reason, her equity incentive plan awards will continue to vest during her severance period.
Notwithstanding the foregoing, the Compensation & Leadership Talent Committee has discretion to accelerate vesting of any award granted under the Performance Incentive Plans, if the NEO’s employment terminates at least 12 months after the date of grant.
   
Pension/Deferred Compensation 
The amounts shown as payable under the CAP in the event of (i) a termination of employment for Cause or a voluntary termination without Good Reason or (ii) death or disability reflect the account balance as of December 31, 2024.
 
The amounts shown as payable under the CAP in the event of a Qualifying Termination or a Qualifying Termination following a Change of Control reflect the total amounts payable after applying the additional credits and vesting through the applicable severance period. In the event of a termination within 2 years after a Change of Control, the amount shown for the CAP will be paid in a lump sum.
   
Welfare Benefits
The medical, dental and vision benefits shown as payable upon a Qualifying Termination, other than following a Change of Control, are generally provided under the executive’s employment agreement and the ESP.
 
The medical, dental and vision benefits shown as payable in the event of a Qualifying Termination following a Change of Control are provided under the executive’s Change of Control Agreement.
 
Messrs. Krakowsky’s, Bonzani’s and Carroll’s and Ms. Johnson’s 401(k) benefits, and Mr. Krakowsky’s and Ms. Johnson’s life insurance premium benefit, are provided under their respective employment agreements.








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ESTIMATED TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL PAYMENTS
The following table shows amounts each NEO would be entitled to receive had the employment of such executive officer terminated on December 31, 2024, by reason of the listed triggering events.
Name
 
Termination for
Cause or Voluntary
Termination Without
Good Reason
($)
Qualifying
Termination
($)
Death/
Disability
($)
Retirement
($)
Qualifying
Termination
following a
Change of Control  
($) (3)
Philippe Krakowsky
Severance
0
3,000,000
0
0
11,250,000
 
Annual Bonus
0
2,400,000
2,400,000
0
3,000,000
Long Term Incentive:
Performance Shares
0
3,517,471
2,865,876
0
11,577,583
 
Performance Cash
0
5,682,260
4,598,455
0
6,500,000
 
Restricted Stock
0
4,819,970
3,830,380
0
8,308,715
Benefits:
Med/Dental
0
38,941
0
0
64,903
 
401(k) Match
0
31,050
0
0
38,812
 
Life Insurance
0
180
0
0
180
Pension (1) /Def Comp (2)




Ellen Johnson
Severance
0
1,500,000
0
0
4,500,000
 
Annual Bonus
0
1,000,000
1,000,000
0
1,250,000
Long Term Incentive:
Performance Shares
0
588,743
904,976
0
3,696,482
 
Performance Cash
0
1,628,332
1,430,651
0
2,083,332
 
Restricted Stock
0
1,216,963
1,216,963
0
2,656,380
Benefits:
Med/Dental
0
56,547
0
0
75,396
 
401(k) Match
0
23,288
0
0
31,050
Def Comp (2)




Andrew Bonzani
Severance
0
1,350,000
0
0
3,600,000
 
Annual Bonus
0
0
720,000
0
900,000
Long Term Incentive:
Performance Shares
0
0
725,048
0
2,665,655
 
Performance Cash
0
0
1,137,704
0
1,600,000
 
Restricted Stock
0
0
957,550
0
1,952,434
Benefits:
Med/Dental
0
57,509
0
0
76,679
 
401(k) Match
0
23,288
0
0
31,050
Def Comp (2)




Christopher Carroll
Severance
0
750,000
0
0
2,700,000
 
Annual Bonus
0

469,333
0
600,000
Long Term Incentive:
Performance Shares
0
0
256,434
0
1,072,830
 
Performance Cash
0
0
402,936
0
566,666
 
Restricted Stock
0
0
339,117
0
755,783
Benefits:
Med/Dental
0
37,887
0
0
75,396
 
401(k) Match
0
15,525
0
0
31,050
Def Comp (2)




(1)The payment Mr. Krakowsky is entitled to receive under his ESBA is described in detail under the heading “Executive Special Benefit Agreement."
(2)The payments each NEO is entitled to receive under the CAP is set forth in the Nonqualified Deferred Compensation table under the column heading “Aggregate Balance at last FYE.”
Each of the NEOs is entitled to the following additional amounts under the CAP in the event such NEO is terminated pursuant to the following termination events.
Name
Qualifying Termination
($)
Qualifying Termination
following a Change of control 
($)
Mr. Krakowsky
490,203
546,196
Ms. Johnson
196,306
314,106
Mr. Bonzani
85,952
149,054
Mr. Carroll
104,864
214,522
(3)Some benefit payments shown in the table may be reduced if necessary to avoid adverse tax consequences to the executive under Section 280G of the Internal Revenue Code.

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CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the 2024 annual total compensation of our CEO and the median of the annual total compensation of our employees (other than the CEO).
For 2024, our last completed fiscal year
•The annual total compensation of our CEO was $16,434,634; and
•The median of the annual total compensation of our employees (other than our CEO) was $75,251.
Based on this information, for 2024, we estimate the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees to be 218:1.
As permitted by SEC rules, we used the median employee identified in 2023 for purposes of calculating our 2024 pay ratio. We believe our use of last year’s median employee is appropriate because no change has occurred in our employee population or our employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure.
We identified our median employee for the 2023 pay ratio analysis using the methodology and the material assumptions, adjustments, and estimates described below.
•We determined that, as of October 1, 2023, our employee population of full-time, part-time and temporary employees consisted of over 50,000 individuals working at our parent company and worldwide-consolidated subsidiaries.
•To identify the “median employee” from our employee population, we first determined the amount of each employee’s “earnings” for the period January 1, 2023 through October 1, 2023. For this purpose, earnings refers to the employee’s base salary and bonus, if any, paid during the foregoing period. Base salary earnings for any full-time and part-time employees who were hired after January 1, 2023 were annualized to October 1, 2023 (to reflect 9 months of earnings). Earnings of employees outside of the U.S. were converted to U.S. dollars using the Company’s October 2023 monthly currency exchange rates.
•We then identified our median employee from our employee population by arraying and sorting the employees by the foregoing earnings measure and choosing the employee ranked in the middle of the population.
•The annual total compensation for our CEO represents the amount reported for our CEO in the “Total” column of our 2024 Summary Compensation Table included in this Annual Report.
•The annual total compensation of our median employee was calculated based on the same methodology to determine our NEOs’ compensation disclosed in our 2024 Summary Compensation Table.
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Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Outstanding Shares
The outstanding capital stock of Interpublic at the close of business on February 14, 2025, consisted of 372,649,160 shares of Common Stock.
Share Ownership of Certain Beneficial Owners
The following table sets forth information concerning direct and indirect beneficial ownership of Common Stock as of December 31, 2024, unless otherwise indicated, by persons known to Interpublic to have beneficial ownership of more than 5% of the Common Stock:

  Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership of
Common Stock(1)
  Percent of  
  Class  
   
BlackRock, Inc.(2)
 55 East 52nd Street
 New York, NY 10055
45,708,975
12.2%
 
 The Vanguard Group(3)
 100 Vanguard Blvd.
 Malvern, PA 19355
45,801,467
11.96%
 

 State Street Corporation(4)
 State Street Financial Center
 1 Lincoln Street
 Boston, MA 02111
29,846,521
8.0%
(1)The rules of the SEC deem a person to be the beneficial owner of a security if that person has or shares either or both voting or dispositive power with respect to such security. Additionally, a security is deemed to be beneficially owned by a person who has the right to acquire beneficial ownership of the security within 60 days.
(2)This disclosure is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on November 8, 2024, in which it reported that, as of September 30, 2024, it is a holding company of a group of investment management companies that in the aggregate have sole voting power with respect to 41,670,734 shares of Common Stock and sole dispositive power with respect to 45,708,975 shares of Common Stock.
(3)This disclosure is based on a Schedule 13G/A filed by The Vanguard Group, Inc. with the SEC on February 13, 2024, in which it reported that, as of December 29, 2023, it is an investment manager that has shared voting power with respect to 485,423 shares of Common Stock, sole dispositive power with respect to 44,107,187 shares of Common Stock and shared dispositive power with respect to 1,694,280 shares of Common Stock.
(4)This disclosure is based on a Schedule 13G/A filed by State Street Corporation with the SEC on October 16, 2024, in which it reported that, as of September 30, 2024, it is a holding company of a group of investment management companies that in the aggregate have shared voting power with respect to 22,522,313 shares of Common Stock and shared dispositive power with respect to 29,844,859 shares of Common Stock.
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Share Ownership of Management
The following table sets forth information concerning the direct and indirect beneficial ownership of the Common Stock as of February 14, 2025 by each director, each current NEO, and all directors and executive officers of Interpublic as a group:
 Name of Beneficial OwnerCommon Stock
Ownership		Options
Exercisable
Within 60 Days
Total (1)(2)
Jorge L. Benitez
11,952
0
11,952
Andrew Bonzani(3)
95,884
0
95,884
Christopher Carroll(3)
47,356
0
47,356
Jocelyn Carter-Miller
45,388
0
45,388
Mary J. Steele Guilfoile
116,402
0
116,402
Dawn Hudson
40,529
0
40,529
Ellen Johnson(3)
125,469
0
125,469
Philippe Krakowsky(3)
532,437
250,000
782,437
Jonathan F. Miller
81,253
0
81,253
Patrick Q. Moore
55,571
0
55,571
Linda S. Sanford
44,987
0
44,987
David M. Thomas
135,833
0
135,833
E. Lee Wyatt Jr.
55,751
0
55,751
All directors and executive
officers as a group (13 persons)
1,388,812
250,000
1,638,812
(1)The rules of the SEC deem a person to be the beneficial owner of a security if that person has or shares either or both voting or dispositive power with respect to such security. Additionally, a security is deemed to be beneficially owned by a person who has the right to acquire beneficial ownership thereof within 60 days, for example through the exercise of a stock option that is exercisable or that will become exercisable within 60 days. Common Stock ownership set forth in this table includes unvested shares of restricted stock award units and restricted stock awarded under the 2019 PIP due to the right of the persons identified to exercise voting power with respect to the shares. Except as otherwise indicated, each person has sole voting and sole dispositive power over the shares indicated as beneficially owned.
(2)No individual identified in the table had beneficial ownership of more than 1% of the outstanding shares of Common Stock as of February 14, 2025. Interpublic’s directors and executive officers as a group had beneficial ownership of less than 1% of the outstanding shares of Common Stock.
(3)Includes restricted stock unit awards subject to continued vesting in the amount of (i) 69,680 units for Mr. Bonzani, (ii) 26,973 units for Mr. Carroll, (iii) 94,803 units for Ms. Johnson and (iv) 296,528 units for Mr. Krakowsky.
No executive officer or director of Interpublic has pledged any shares of Common Stock as security.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Interpublic’s directors and executive officers and persons who beneficially own more than 10 percent of any class of its equity securities to file with the SEC an initial report of beneficial ownership and subsequent reports of changes in beneficial ownership of Interpublic’s equity securities.
Based solely on our review of the copies of such reports furnished to us by the Company’s directors and executive officers for the year ended December 31, 2024 and on the written representations made by such persons that no other reports were required, we believe that each of Interpublic’s directors and executive officers timely filed all required reports.
Equity Compensation Plan Information
Information regarding the shares of common stock to be issued or which may be issued under our equity compensation plans as of December 31, 2024, is provided in the following table.
Plan Category
Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(a) 1, 2, 3, 4
Weighted-Average Exercise Price of Outstanding Stock Options (b)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) 5
Equity Compensation Plans Approved by Security Holders7,919,021 $23.33 26,092,875 
1Included a total of 250,000 outstanding stock options granted under the 2009 Performance Incentive Plan (the “2009 Plan"). These options are the only instruments taken into account in computing the weighted-average exercise price in column (b) of this table.
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2Included a total of 4,389,224 shares of Common Stock representing the target number of shares issuable under the 2019 Performance Incentive Plan following the completion of the 2022-2024 performance period, the 2023-2025 performance period, and the 2024-2026 performance period, respectively.
3Included a total of 3,211,132 shares of Common Stock issuable pursuant to restricted share unit awards granted under the 2019 Plan, which are settled in shares of Common Stock.
4Included a total of 68,665 shares of Common Stock issuable pursuant to restricted share awards granted under the 2019 Plan.
5Included (i) 19,808,795 shares of Common Stock available for issuance under the shares of Common Stock available for issuance under the 2019 Performance Incentive Plan and (ii) 6,284,080 shares of Common Stock available for issuance under the Employee Stock Purchase Plan (2016).
Item 13.Certain Relationships and Related Transactions, and Director Independence
Transactions with Related Persons Policy
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 Corporate Compliance department using Interpublic’s Conflict of Interest Disclosure 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 the transactions are fair, reasonable and within Interpublic policy. The Audit Committee makes its determination by considering 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 evaluates in determining whether a transaction is fair and reasonable, as applicable, are the following:
•The benefits of the transaction to Interpublic;
•The terms of the transaction and whether they are arm's-length and in the ordinary course of Interpublic's business;
•The direct or indirect nature of the Related Person's interest in the transaction;
•The size and expected term of the transaction; and
•Other facts and circumstances that bear on the materiality of the Related Person Transaction under applicable law and listing standards.
No director may participate in any consideration or approval of a Related Person Transaction with respect to which they or any of their 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.
2024 Related Person Transactions
Since January 1, 2022, there have been no transactions involving a Related Person identified in the responses to the annual questionnaire sent to each director and executive officer of Interpublic or that otherwise are known to the Audit Committee or Interpublic.


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Director Independence
In accordance with 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, one of whom, Philippe Krakowsky, is an employee of Interpublic and, nine of whom are not employees of Interpublic or its subsidiaries. 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 2024 with Mr. Thomas serving as the chair of the sessions.

Item 14.Principal Accountant Fees and Services
The following is a summary and description of the fees for services provided by PricewaterhouseCoopers in 2023 and 2024.

Worldwide Fees (in Millions)
Fee Category
2023
($)
%
of Total
2024
($)
%
of Total
Audit Fees (A)
25.6490.3%23.588.3%
Audit Related Fees (B)
1.174.1%1.626.1%
Tax Fees (C)
1.585.5%1.465.5%
All Other Fees (D)
0.030.1%0.020.1%
Total Fees
28.42100.0%26.6100.0%

(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.
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PART IV

Item 15.Exhibits, Financial Statement Schedules
(a) Listed below are all financial statements, financial statement schedules and exhibits filed as part of this Report on Form 10-K.

1. Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements

2. Financial Statement Schedules:
All financial statement schedules are omitted because they are either not applicable or the required information is otherwise provided.

3. Exhibits:
All exhibits, including management contracts and compensatory plans or arrangements, required pursuant to Item 601 of Regulation S-K to be filed as part of this report or incorporated herein by reference to other documents, are listed in the Exhibit Index of this Report on Form 10-K. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Item 16.Form 10-K Summary
None.

151

EXHIBIT INDEX
Exhibit No.  Description
Agreement and Plan of Merger, dated as of December 8, 2024, by and among Omnicom Group Inc., EXT Subsidiary Inc. and The Interpublic Group of Companies, Inc. is incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the SEC on December 9, 2024.
  Restated Certificate of Incorporation of the Registrant dated as of October 24, 2013, is incorporated by reference to Exhibit 3(i)(2) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
  
  Amended and Restated By-Laws of the Registrant dated as of October 26, 2016, is incorporated by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed with the SEC on October 27, 2016.
  
Amendment to the Amended and Restated By-Laws of the Registrant dated December 8, 2024, is incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on December 9, 2024.
  Senior Debt Indenture dated as of March 2, 2012 (the "2012 Indenture"), between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 2, 2012.
  
Seventh Supplemental Indenture, dated as of September 21, 2018, to the 2012 Indenture, with respect to the 4.650% Senior Notes due 2028 is incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2018.

Eighth Supplemental Indenture, dated as of September 21, 2018, to the 2012 Indenture, with respect to the 5.400% Senior Notes due 2048 is incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2018.

Ninth Supplemental Indenture, dated as of March 30, 2020, to the 2012 Indenture, with respect to the 4.750% Senior Notes due 2030 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 30, 2020.
Tenth Supplemental Indenture, dated as of February 25, 2021, to the 2012 Indenture, with respect to the 2.400% Senior Notes due 2031 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 25, 2021.
Eleventh Supplemental Indenture, dated as of February 25, 2021, to the 2012 Indenture, with respect to the 3.375% Senior Notes due 2041 is incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 25, 2021.
Twelfth Supplemental Indenture, dated as of June 8, 2023, to the 2012 Indenture, with respect to the 5.375% Senior Notes due 2033 is incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on June 8, 2023.
Description of Registered Securities is incorporated by reference to Exhibit 4(vi) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019.
 Amended and Restated Credit Agreement, dated as of May 29, 2024, among The Interpublic Group of Companies, Inc., the lenders named therein and Citibank, N.A., as administrative agent is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 30, 2024.
(i) Philippe Krakowsky
Employment Agreement, made as of January 1, 2021, entered into on July 22, 2021, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.*
Executive Special Benefits Agreement, dated as of February 1, 2002, and signed as of August 21, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(v) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.*
  Executive Change of Control Agreement, effective as of May 27, 2010, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on May 27, 2010.*
  Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated August 29, 2013 is incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*
  
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  Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated October 26, 2022 is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*
Amendment to Executive Change of Control Agreement by and between The Interpublic Group of Companies, Inc. and Philippe Krakowsky, dated December 8, 2024, is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on December 9, 2024.*
(iii) Ellen Johnson
Employment Agreement between the Registrant and Ellen Johnson made as of January 1, 2020, entered into on July 29, 2020 is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.*
Executive Change of Control Agreement between the Registrant and Ellen Johnson dated as of May 27, 2010, is incorporated by reference to Exhibit 10(iii)(A)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.*
Extension of Existing Executive Change of Control Agreement between the Registrant and Ellen Johnson dated August 29, 2013, is incorporated by reference to Exhibit 10(iii)(A)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.*
Extension of Existing Executive Change of Control Agreement between the Registrant and Ellen Johnson dated October 26, 2016, is incorporated by reference to Exhibit 10(iii)(A)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.*
Extension of Existing Executive Change of Control Agreement between the Registrant and Ellen Johnson dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Ellen Johnson, dated October 26, 2022 is incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*
Amendment to Executive Change of Control Agreement by and between The Interpublic Group of Companies, Inc. and Ellen Johnson, dated December 8, 2024, is incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on December 9, 2024.*
(iv) Andrew Bonzani
 Employment Agreement, effective as of December 22, 2011, by and between the Registrant and Andrew Bonzani, is incorporated by reference to Exhibit(iii)(A)(8) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.*
   
 Executive Change of Control Agreement, effective as of December 22, 2011, by and between the Registrant and Andrew Bonzani, is incorporated by reference to Exhibit(iii)(A)(9) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.*
  
 Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated August 29, 2013 is incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*
  Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated October 26, 2022 is incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*
153

Amendment to Executive Change of Control Agreement by and between The Interpublic Group of Companies, Inc. and Andrew Bonzani, dated December 8, 2024, is incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on December 9, 2024.*
(v) Christopher Carroll
  Employment Agreement, made as of April 1, 2006, by and between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(8) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.*
  
  Amendment, dated as of October 29, 2007, to an Employment Agreement, made as of April 1, 2006, between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(9) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.*
   
  Executive Change of Control Agreement, effective as of May 27, 2010, by and between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(10) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.*
  
  Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated August 29, 2013 is incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*
  
  Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated October 26, 2022 is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*
Employment Agreement, made as of October 2, 2022, by and between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(27) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024.*
Employment Agreement, made as of October 2, 2024, by and between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed October 4, 2024.*
Amendment to Executive Change of Control Agreement by and between The Interpublic Group of Companies, Inc. and Christopher Carroll. dated December 8, 2024 is incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed with the SEC on December 9, 2024.*
Compensation Plans and Arrangements:
   
The Interpublic Group Amended and Restated 2019 Performance Incentive Plan (the “2019 PIP”) is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.*
2019 PIP Restricted Stock Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(63) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
 
2019 PIP Restricted Stock Unit Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(64) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
  2019 PIP Restricted Stock Unit Award Agreement.* (updated 2021) is incorporated by reference to Exhibit 10(iii)(A)(50) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020*.
2019 PIP Restricted Stock Unit Award Agreement (version2) is incorporated by reference to Exhibit 10(iii)(A)(65) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Performance Share Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(66) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Performance Share Award Agreement (updated 2021) is incorporated by reference to Exhibit 10(iii)(A)(53) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.*
154

 
2019 PIP Performance Share Award Agreement (version 2) is incorporated by reference to Exhibit 10(iii)(A)(67) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Performance Cash Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(68) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Performance Cash Award Agreement (updated 2021) is incorporated by reference to Exhibit 10(iii)(A)(56) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020*.
   
2019 PIP Performance Cash Award Agreement (version 2) is incorporated by reference to Exhibit 10(iii)(A)(69) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Stock Option Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(58) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.*
The Interpublic Restricted Cash Plan, Restatement effective as of November 12, 2020 is incorporated by reference to Exhibit 10(iii)(A)(61) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.*
Restricted Cash Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(62) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.*
  The Interpublic Senior Executive Incentive Plan is incorporated by reference to Exhibit 10(iii)(a)(7) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*
   
Amended and Restated Employee Stock Purchase Plan (2016) of the Registrant is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.*
 The Interpublic Group Executive Performance (162(m) Plan) is incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 28, 2014.*
  The Interpublic Executive Severance Plan, amended and restated, effective August 16, 2017, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.*
  The Interpublic Capital Accumulation Plan, Amended and Restated (the “Restated CAP”), effective January 1, 2007, is incorporated by reference to Exhibit 10(iii)(A)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
  Restated CAP - Form of Restated Participation Agreement is incorporated by reference to Exhibit 10(iii)(A)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
Restated CAP - Form of Participation Agreement (Form For New Participants), is incorporated by reference to Exhibit 10(iii)(A)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
The Interpublic Capital Accumulation Plan, amended and restated, effective August 1, 2014, and form of Participation Agreement for New Participants is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.*
Description of Changes to the Compensation for Non-Management Directors is incorporated by reference to Exhibit 10(iii)(a)(71) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.*
The Interpublic Group of Companies, Inc. Code of Conduct.
The Interpublic Group of Companies, Inc. Dodd-Frank Insider Trading Policy (included within Exhibit 14).
  Subsidiaries of the Registrant.
  
  Consent of PricewaterhouseCoopers LLP.
  
  Power of Attorney to sign Form 10-K and resolution of Board of Directors re Power of Attorney.
  
155

  Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
  
  Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
   
Certification of the Chief Executive Officer and the Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.
  
The Interpublic Group of Companies, Inc. Dodd-Frank Clawback Policy is incorporated by reference to Exhibit 97 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
  
101  Interactive Data File, for the period ended December 31, 2024. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
104Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.
* Management contracts and compensation plans and arrangements
** Schedules and exhibits have been omitted pursuant to Item 601(a)(5) and (a)(6) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
156

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
By/s/ Philippe Krakowsky
Philippe Krakowsky
Chief Executive Officer
Date: February 20, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
NameTitleDate
/s/ Philippe KrakowskyChief Executive Officer and Director
(Principal Executive Officer)		February 20, 2025
Philippe Krakowsky
/s/ Ellen JohnsonExecutive Vice President and
Chief Financial Officer
(Principal Financial Officer)		February 20, 2025
Ellen Johnson
/s/ Christopher F. CarrollExecutive Vice President,
Controller and Chief Accounting and Business Transformation Officer
(Principal Accounting Officer)		February 20, 2025
Christopher F. Carroll
/s/ Jorge L. Benitez
DirectorFebruary 20, 2025
Jorge L. Benitez
/s/ Jocelyn Carter-MillerDirectorFebruary 20, 2025
Jocelyn Carter-Miller
/s/ Mary J. Steele GuilfoileDirectorFebruary 20, 2025
Mary J. Steele Guilfoile
/s/ Dawn HudsonDirectorFebruary 20, 2025
Dawn Hudson
/s/ Jonathan F. MillerDirectorFebruary 20, 2025
Jonathan F. Miller
/s/ Patrick Q. MooreDirectorFebruary 20, 2025
Patrick Q. Moore
/s/ Linda S. SanfordDirectorFebruary 20, 2025
Linda Sanford
/s/ David M. ThomasDirectorFebruary 20, 2025
David M. Thomas
/s/ E. Lee Wyatt Jr.DirectorFebruary 20, 2025
E. Lee Wyatt Jr.
157

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