2018 Guide to Effective Proxies

2.17.3 Business strategy | 303 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Compensation Discussion & Analysis 2017 COMPENSATION ENHANCEMENTS & LINK TO STRATEGY Pay Element Description Recent Enhancements Link To Business & Talent Strategies BASE SALARY (see page 28) • Fixed cash compensation recognizing individual performance, time in role, scope of responsibility, leadership skills, future potential and internal equity • Reviewed annually and adjusted when appropriate • As reflected on the previous page, an increase was made to the salary for Mr. Carroll in 2017 to account for the additional responsibilities he took on as the CFO, CMG • Competitive base salaries help attract and retain key executive talent • Material adjustments are based on performance and are not guaranteed ANNUAL INCENTIVES (see page 28) • Performance-based cash compensation dependent on performance against annually established financial targets and individual performance • As reflected on the previous page, an increase was made to the annual incentive targets for Mr. Roth (from 200% to 250%) and Mr. Carroll (from 60% to 75%) in 2017. For Mr. Roth this increase took place to ensure that his target cash compensation remained competitive with the market. For Mr. Carroll, this increase was made to account for the additional responsibilities he took on as CFO, CMG in 2017. • Beginning in 2017, the annual incentives earned for Messrs. Krakowsky and Carroll were based on a portion of IPG Corporate’s performance versus financial targets and a portion of the networks performance that they each have oversight of. • This plan rewards performance that grows annual organic revenue, increases profitability and involves the achievement of high priority strategic objectives, all of which we believe ultimately drive increased long- term shareholder value LONG-TERM INCENTIVES (see page 31) • Performance-based cash and stock compensation based on 2- and 3-year performance against established financial targets (maximum payouts of 200%) • All awards vest on the 3 rd anniversary of the grant date subject to continued employment • In 2017, an increase was made to the long-term incentive opportunity for Mr. Carroll to account for the additional responsibilities he took on as CFO, CMG (as reflected in the “Changes in Target Compensation in 2017” chart on the previous page) • Beginning in 2017, the long- term incentives earned for Messrs. Krakowsky and Carroll were based on a portion of IPG Corporate’s performance versus financial targets and a portion of the networks performance that they each have oversight of. • Like our annual incentives, our long-term incentives encourange senior leaders to focus on delivering on our key financial metrics, but do not encourage or allow for excessive or unnecessary risk-taking in achieving this aim • The long-term plan also ensures that executives have compensation that is at risk for longer periods of time and is subject to forfeiture in the event that they terminate their employment • The Plan also motivates executives to remain with the company for long and productive careers built on expertise Interpublic Group 2018 Proxy Statement 27 INTERPUBLIC GROUP OF COMPANIES, INC.