Age cannot wither them, nor shareholders vote them off the holding company board

April 16, 2013

David-Jones---Havas-007Whoever said advertising was a young person’s business? The conventional wisdom is that at 40, most ad executives would be advised to investigate a second career. And at 50, they’ll be positively clapped out and  have “post-economic” freedom foisted upon them whether they like it or not.

Superficially, membership statistics for the Institute of Practitioners of Advertisers (IPA – the UK adman’s trade body) bear this theory out. When I last looked (which was admittedly a while ago, but I doubt the demographic profile has improved), the number of members surviving their 50th birthday was a vanishingly small 6%.

But these are just the worker bees. Look at the nerve centre of the hive – the main board of the world’s leading advertising holding companies – and you’ll find that gerontocracy has never had it so good.

I was forcibly reminded of this the other day by Marketing Services Financial Intelligence editor Bob Willott.

Willott has done a demographic survey of the Omnicom main board and found the average age to be an astonishing 70. In his own words:

The oldest of the 13 board members is the chairman and former chief executive officer Bruce Crawford.  He is 84 and has been a director for 24 years. His successor as CEO John Wren is a sprightly 60 and has served on the board for 20 years.

I have yet to do the arithmetic upon the board composition of other global holding companies, but the most superficial of surveys suggests a similar age-profile, if their chief executives are anything to go by. At WPP Group, there is an evergreen Sir Martin Sorrell – still incontrovertibly ruling the roost at 68; and likely to do so for a good while yet unless shareholders go nuclear over his annual pay review. Interpublic Group chairman and CEO Michael Roth sails imperturbably on at 67, despite repeated attempts by the media to unseat him or sell his company to a rival. And at Publicis Groupe we have the grand-daddy of them all Maurice Lévy – 71 – with no successor in sight, despite repeated attempts to pretend he has found one.

All this looks terribly good for that comparative whipper-snapper, David Jones (pictured above). At only 46, the global CEO of Havas can anticipate at least another 25 years at the helm.

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Wren bags $22m in Omnicom stock sale. Roth to sell $4m IPG shares

March 20, 2012

Omnicom president and CEO John Wren has just sold a lot of shares in his own company. Interpublic Group chairman and CEO Michael Roth is about to do the same.

What is it that they know, and we don’t?

First, some background. Wren sold 258,110 Omnicom shares, worth $12, 549,308 on March 9, according to an SEC filing – leaving him with a total of 1,127,721 shares. The sale represents about 19% of his total holding. In fact, that’s not the full picture, because he also exercised some stock options. The full amount realised appears to be nearer $22m.

Roth’s transaction, which will be executed on April 2, is slightly more modest. He’s selling a mere 324,341 shares which, at today’s prices, would net him about $3.85m.

It’s important to note that director share sales (or “insider trading” as it’s misleadingly called in the USA) are not always what they appear to be. CEOs of publicly listed companies have to act with extreme care when liquidating any of their company portfolio, partly to achieve tax efficiency, and partly to avoid spooking the stock exchange (not to mention shareholders) by seeming to offload too many shares at once.

Roth, for example, normally rebalances his IPG holding every year by buying as well as selling stock. That said, I do not see any evidence of him purchasing stock in 2012 – thus far. Indeed, he currently appears to hold the minimum IPG portfolio permitted to him under company rules. That is, shares valued at five times his basic salary.

So, it would appear he is cutting down at a time when IPG’s share price is nearing a high of about $12. Last September, it was in an all-time pit of $7.93, but IPG has been buoyed by a good trading performance of late.

With Wren, the telegraphy seems much clearer. He’s selling a lot of his stake in the company at one time, no two ways about it. Nor has he bought any Omnicom shares over the last year. In fact, no one insider has. Well, almost no one: a mere 500 shares for a total of $20,583 have been acquired.

If I were a securities house analyst, I might cynically conclude we have a “sell” signal here. Though I hope I am wrong about that.


Omnicom closes $100m Communispace deal

January 25, 2011

Silence reigns at Omnicom Towers on its mooted $100m deal with eCRM and insight company Communispace. Which is odd, for two reasons. First, it is the biggest deal engineered by the marketing services juggernaut since its ill-fated acquisitions of Agency.com and the somewhat more successful Organic in 2003. Second, and rather crucially – I hear the deal has gone through.

At all events, Communispace founder, president, chief executive and 10% shareholder Diane Hessan is packing her bags (now presumably heavy with loot).

The question is, what happens now? In an earlier post, I pointed out that $100m is a very steep price – yet, curiously, it does not seem to have been a stumbling block for that wily operator John Wren, Omnicom president and chief executive officer.

At the time I concentrated on the financials, and speculated that there must be something very special about this deal for Omnicom to hazard such an over-priced acquisition. That logic can be applied with equal relevance to Communispace’s clients. True, there are many the two parties have in common, plus a few that Omnicom would like to lay hands on. Yet it’s hard to ignore the conspicuous conflicts. Not just on the brand side, either. A slug of Communispace’s business flows from Omnicom’s rival agencies. Here’s an excerpt from AdAge that neatly summarises the conflict dilemma:

One reason why an Omnicom deal would make sense? Communispace lists as its clients several marketers that work with agencies under the holding company’s banner, including HP, PepsiCo, FedEx, Kraft and Campbell. But the Communispace client list also includes agencies at rival holding companies, like Havas’ EuroRSCG, Publicis Groupe’s Starcom MediaVest Group and Interpublic Group of Cos.’ Martin Agency. Were an Omnicom deal to happen, such alliances would likely have to dissolve, as would accounts with clients like Verizon, a major competitor to a big Omnicom client, AT&T.

I’d add WPP’s Ogilvy to the list of competitors as well (check out Jim Edwards at BNET on this one).

How does Wren plan to steer himself around that one? His last experience with a major acquisition, controversially managed through off-balance-sheet vehicle Seneca Investments, was not a happy one. Let’s hope history does not repeat itself.


Which agency network group will land the next big deal?

December 31, 2010

Corporately, the 2010 agency scene has been remarkable in only one respect: the absence of a big, transformative deal. Consolidation, the key underlying trend of the past decade or so, seems to have stopped in its tracks.

True, there have been some near misses. Most notably, Dentsu nearly acquired digital network AKQA for about $600m, but backed off at the last minute over fears about the excessive price, not to mention the perceived hostility of AKQA’s senior management.

Publicis Groupe, however, did not launch its much-touted (not least by me) all-shares takeover bid for a holed-below-the-waterline Interpublic Group. And Vincent Bolloré, chairman of Havas, did not conclude the longest hostile takeover bid in history by acquiring the 70% of Aegis Group he does not already own.

Symbolic of this lacklustre M&A year has been the muted activity of the sector’s most aggressive actor, WPP. Group chief Sir Martin Sorrell restricted himself to useful infilling, of which the most decorative has been the acquisition this week of Blue State Digital, the agency that helped to propel Barack Obama into the White House, and the bankrolling of Peter Mandelson’s consulting business, Global Counsel. The £100m channelled into acquisitions this year is mere pocket money compared with WPP’s last big splurge – £1.1bn spent on buying research company TNS in late 2008.

Now I know New Year crystal-gazing is a dangerous thing – not least because the wildly inaccurate predictions, which often result, come back to haunt you. But I do believe change is in the air. No, really.

One straw in the wind is Omnicom’s return to the poker table after about a decade’s absence. Chief executive John Wren has pooh-poohed suggestions that his company will seek out transformative deals of the Razorfish (Publicis) and 24/7 Real Media (WPP) kind. But he has acknowledged Omnicom’s backwardness in the digital sphere and announced a Big Leap Forward. Typically, this is to take the form of partnerships rather than outright acquisition. All of which has not stopped Omnicom from getting into intensive negotiations to acquire eCRM company Communispace for about $100m (we may know the result of these quite soon; I gather there are some tax complications). Note that Omnicom has access to $2bn of revolving credit, with the option of an extra $500m.

Nor, for all the caveats that must surround any such bid, should we expunge Publicis/IPG from the script. Publicis has been put off its stride during 2010 by a messy succession crisis, which has now been settled for the time being. If anything, IPG’s plight has worsened during that time. To add to chief executive Michael Roth’s woes (prime among them, a smouldering fire in the IPG engine room, McCann Erickson), it looks very likely that one of his principal networks, DraftFCB, will lose its $1bn signature account, SC Johnson (which it has handled for decades).

Mitchell: Deal doesn’t add up?

And let’s remember that Aegis is not off the hook, either. Probably the most significant agency deal of 2010 was Aegis’ £200m acquisition of Mitchell Communications in July. Back then it seemed a shrewd move, and not only for Harold Mitchell, the eponymous founder, who ipso facto became a 4% holder of Aegis stock. In return, Aegis reckoned it had got significant exposure to Australasia, and a form of insurance against another hostile sortie from Bolloré – even if it did pay top Australian dollar for the privilege.

I have since heard the deal wasn’t quite as margin-enhancing as Aegis chief Jerry Buhlmann would have had us believe at the time. Mitchell has now admitted that revenues are not all they were cracked up to be. At any rate, Aegis has had to reissue its circular, with certain embarrassing amendments to corporate expectations contained therein. How Bolloré must be laughing all the way to his bank (Mediobanca).


Ask not what I can do for my company, ask what my company can do for me

May 13, 2010

Let’s face it, no one ever went into advertising to remain poor: the extravagant severance payments awarded to top executives by compliant remuneration committees in London, Paris and New York are the stuff of legend. But, as RBS’ Fred the Shred discovered, being filthy rich isn’t much fun if you end up a pariah. The context of gain matters.

John Dooner, latterly chief executive of McCann Worldgroup, recently retired from Interpublic Group with a pension of $37.7m. This extraordinarily generous provision was bolstered by payments made during his years as IPG group ceo – a position from which he stepped down in 2003. Had he actually done a good job in either of these roles, no one would have batted an eyelid. As it is, the IPG years were mired in scandal and the normally reliable McCann has been haemorrhaging major accounts. By any standards,  $37.7bn is a handsome reward for failure.

Unlike Dooner, Publicis Groupe chief executive Maurice Lévy deserves well of his company. He has made it a global force to be reckoned with, while Dooner has presided over decline. And he will duly be compensated  – with a financial package worth, perhaps, £30m when he retires. Nevertheless, it is unfortunate that the calculation of this generous severance payment involves factoring in, at the full measure, a phantom bonus payment he never awarded himself last year; in the midst of recession, he had made great play of sacrificing this self-same bonus as a token of socialist “solidarity” with the many staff whom he had had to make redundant or, at least, whose salaries he had slashed.

However, that is no more than a faux pas compared with the predicament John Wren, group ceo of Omnicom, is in. Wren stands accused of profiteering from cheap stock options while, all around him, his agencies withered on the vine and staff were put out on the street to help make corporate ends meet. The accusation comes from a maddened activist shareholder – investment manager David Poppe, of Ruane Cunniff & Goldfarb’s Sequoia Fund, a 1% owner of Omnicom stock. Poppe has sent a circular to other shareholders which alleges that a massive grant of 22 million stock options on March 31 2009, plus another 3.5 million awarded on the last day of 2008, enabled Wren and his senior management team to acquire 8% of the company at bargain basement prices. And there’s more. Poppe reckons it’s part of a pattern of behaviour stretching back a decade. He just stops short of accusing Wren of backdating these options, in order to achieve a favourably low exercise price; which is actually illegal.

The thing about options, of course, is that they are a gamble which can end up being worthless. But Wren, a former accountant, is a wily operator. With the stock market rallying, what was virtually valueless in 2008 has turned into pure gold. The result being that his 2009 annual “compensation”  shot up to $7.9m – compared with $2.9m the year before – according to SEC filings.

Wren should watch out. Fund manager activists have had surprising success in toppling the mighty. Remember David Herro, who was responsible for the nemesis of the Saatchi brothers back in the nineties?


Start with the question: Why is Seelert criticising Toyota in public?

March 1, 2010

Sack him, or back him? That’s the dilemma facing Toyota chief Akio Toyoda as he mulls the controversial advice given him by his agency chief, Bob Seelert – chairman of Saatchi & Saatchi Worldwide.

Seelert has taken the highly eccentric course of contradicting in public his client’s decision to continue advertising, amid a hail of criticism accompanying the recall of about 8 million vehicles globally because of accelerator and brake problems.

Due credit to Seelert for making a point about his client’s best interests at the expense of the agency he heads, but why is he doing it in public?

It’s tempting to conclude that Seelert, a former client himself (mostly at General Foods), cannot resist the temptation to play the management guru. About a year ago, he brought out a book entitled Start With The Answer: And Other Wisdom for Aspiring Leaders. It’s full of pithy insights into how to run a business, distilled by a man with a lifetime of experience (although, not in running his own).

What Toyoda thinks of this, we can only conjecture. He’s a bookish, thoughtful fellow known to have been deeply influenced by Jim Collins’ latest management blockbuster, How The Mighty Fall. Indeed, he has gone so far as to judiciously apply Collins’ analysis to the plight of his own company.

Somehow, I suspect he will be less sympathetic towards Seelert’s two ha’pence. For a start, Seelert’s views on Toyota advertising are far from gaining universal approval among crisis management experts. Many might accept that actively selling Toyota vehicles at this stage is unwise. A corporate campaign aimed at reassuring customers around the world is a very different matter.

Then, too, there is the not insignificant matter of causing the chief executive of a Japanese corporation (however modest, personally) to lose face in public through openly questioning his judgement. I’m sure that Seelert’s senior colleagues at Saatchi have been vociferously reminding him that Toyota has a choice.

That choice is called Omnicom, which has lost almost all of its General Motors business in the last year. It could of course go for more of the bits of business that remain, such as Chevrolet. All the same, I’m sure the significance of this spat has not been lost on Omnicom chief executive John Wren.


No quarter for ad giants

July 29, 2009

GM bankruptAnother day, another dollar less. Quarterly results from the big agency groups paint a revealing picture of financial pain, and nowhere more poignantly than in the case of the stricken automobile sector.

Publicis Groupe recently disclosed that its exposure to bankrupt General Motors was ‘only’ $12.8m (about £8m) rather than the £78m (£47m) originally projected. That did little to soften the blow when the half-way figures came out a few days later: net income (pre-tax profit) down 13%, and nasty deterioration in organic growth in the last quarter. The only bright spot was a 6% increase in digital revenues over the six months. That, and the assurance of group chief executive Maurice Levy that things can only get better – from September onwards. Tell that to the 1,800 people (4% of the group) he has had to ‘let go’ this year.

Still, Publicis did a lot better than Interpublic Group, home of Lowe and McCann Erickson (one of whose biggest clients is GM). IPG has actually managed to achieve a loss of $53m (£32m) over the six months. So the reduction of its latest quarterly net income by 76% must be accounted something of a triumph by comparison with first quarter performance. Quite a lot of its losses are attributable to the severance costs of the 4,100 people it has made redundant – 9% of its workforce.

Omnicom (BBDO, TBWA, DDB etc), too, posted pretty dismal figures, slightly more encouraging than IPG’s but not, on most criteria, as buoyant as Publicis’. It is laying off 3,500 of its staff, nearly 5%. Profits for the last quarter were 24% down, about the same as the previous quarter. Which was probably pretty good really, considering Omnicom’s $58m exposure to bankrupt Chrysler. On this subject, however, chairman and ceo John Wren was understandably vague – despite analysts’ obvious interest in the subject. It was the second biggest search term employed in Omnicom’s earnings call. There are, as I have pointed out before, some unresolved mysteries about Chrysler and Omnicom.

As for WPP, we will not be seeing its half-year results until the end of August. Things are not looking too clever, though. True, WPP is the odd one out so far as the car industry is concerned. Not only has Ford not made its way to the bankruptcy court, it has even managed a small operating profit this quarter. So no write-downs; but that’s slim cause for comfort, as ad spend is likely to be depressed for some time to come. Redundancies give us a fuller picture. In a trading statement released early in June, WPP admitted to making 4,300 employees redundant – about 4% – since the beginning of the calendar year. The final figure is expected to be about 7,200.

Both Publicis’ Levy and Omnicom’s Wren seem to be spinning the idea that we are at, or near, the nadir. Don’t believe everything you hear, though. Next  quarter’s earnings may look better than they really are simply because the dive they took in Q3 last year will flatter the percentage increase. That, at least, is the view of WPP ceo Sir Martin Sorrell.


Can BBDO wriggle out of its $58m liability?

May 4, 2009

 

john-wren1Conspicuous on the list of bankrupt Chrysler’s many creditors is Omnicom-owned ad network BBDO, with an awesome $58.1m (£39m) outstanding. Enough to sink the Detroit agency, left to its own devices, and a figure all the more embarrassing – apparently – because Omnicom high command had massively underestimated the liability only a few days before in the Q1 earnings call (April 27th).

In answer to an analyst’s question, this is what Omnicom president and chief executive John Wren had to say about BBDO’s exposure to Chrysler: “I think our exposure is extremely limited, maybe really to the point of zero. If it were to take an extreme scenario the other way, which I think is remote, maybe even impossible, which would be the brands went away and we had a complete shutdown of the office, I think our cash exposure is probably to $25m to $35m. There may be some additional charges or write-off furniture and fixtures and some things like that, but I think that is an extremely unlikely set of events.”

Well, it looks like an “extremely unlikely” set of events is unfolding before his very eyes just a few days later. What’s he going to do about it?

The first thing to note is that not all the $58.1m is technically owed to BBDO. Quite a bit seems to have been contracted to local TV stations (those, that is, who were foolish enough not to ask for their money upfront in recent months). In these situations the agency normally acts as financial principal – meaning that it liable for the lot. However, Omnicom is confident it will avoid the worst on account of two factors. The government has created a special fund to support so-called “critical vendors”. A court hearing will decide whether BBDO qualifies as one. If successful, the agency may collect about a third of the $58.1 million. For the rest, it will invoke its so-called sequential liability insurance (limiting its exposure to those self-same local TV stations).

That would explain why Omnicom executives are relatively upbeat about events and why the Omnicom share price has scarcely missed a beat, so far.

However, both these factors are highly contingent. No one knows what the outcome of the court hearing will be. Nor how water-tight the sequential liability clauses are when tested by insurance companies reluctant to make such a huge payout.

Just one more thing, as the gumshoe Columbo used to say. Does this $58.1m include media? If it does, that would explain why local television stations are running scared. But not why BBDO, a creative agency, is named as the creditor instead of media buyer and planner PHD. If it does not include media, BBDO has been earning one hell of a lot in creative fees… Something does not add up. All we can safely conclude at this stage is that Omnicom is owed an awful lot of money.

One to watch, at any event.


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