Omnicom Consolidates Chairman of the Board Position With CEO John Wren as Diversity Initiative Continues

Today Omnicom Group, the world's second-largest advertising company, released the proxy statement from its 2018 Annual Shareholders Meeting. The most significant news to come from the release is that the group will combine the roles of chairman and CEO with John Wren, who has held the latter title since 1997. Bruce Crawford, chairman of the board of Omnicom for more than 23 years, is retiring next year in keeping with the company's "previously disclosed retirement age policy" along with other longstanding directors Jack R. Purcell and John R. Murphy. A company spokesperson declined to comment beyond the letter itself. Crawford's departure was expected, but the board attributes its decision to consolidate power with Wren to the fact that "our success is based on retaining the most talented individuals to best serve our clients," adding that, "ensuring executive-level continuity in the CEO and chair roles is integral to supporting the transition of these client relationships, which have been built on trust and support over many years." Two years ago, Omnicom made headlines by instituting a new policy that forbade board members 75 or older to be eligible for re-election beginning December 31, 2017. This policy change was part of an effort to facilitate greater diversity among the company's board members in terms of age, race and gender. "The Board has made great progress on its refreshment initiative," the letter reads. "A majority of Omnicom’s independent directors at the 2018 Annual Meeting will be female. Further, four of our directors are African-American and a majority of the Audit, Compensation, and Governance Committees are comprised of female directors, with female directors chairing both the Audit and Compensation Committees." During the earnings call that followed the 2016 letter, Wren announced plans to double the number of female creative leaders within Omnicom's largest agency, BBDO, which now claims to have achieved that goal. Each of the company's board members, with the exception of Wren himself, is now also independent, meaning they have no material relationship with the company beyond the fees they earn from serving on said board. Only three are white men. Since last year's board meeting, the group has named two new independent directors, Gracia C. Martore and Ronnie S. Hawkins. It has also appointed Mary C. Choksi as chair of the Audit Committee, Robert Charles Clark as chair of the Governance Committee and Leonard S. Coleman as chair of the Finance Committee. As part of this move toward greater independent oversight, Omnicom has placed more emphasis on its lead independent director, Leonard S. Coleman. Investors, the letter reads, overwhelmingly preferred independent leadership on the board of directors, adding, "Our lead independent director role at Omnicom includes significant responsibilities, similar to those typically associated with a chair. Leonard S. Coleman is our lead independent director, and it is anticipated that he will continue in this role over the next several years to provide continuity and stability while we experience change at the Board and management levels." Crawford, who will officially retire at the 2018 meeting on May 22, has been with Omnicom for several decades, beginning his career in the ad industry at BBDO and ascending to the role of president and CEO from 1977 to 1985. After spending three years as the general manager of the Metropolitan Opera, he returned to Omnicom in 1988 to assume the chairman and CEO titles. He is 89 years old.