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Item 1. Business

2023-03-06 compared with 2022-03-17 · 132 added, 115 removed, 162 unchanged (60% of the section changed)

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Stagwell delivers scaled creative performance for some of the world’s most ambitious brands, connecting creativity with leading-edge technology to harmonize the art and science of marketing.

Led by entrepreneurs, we employ more than 10,000 people in 34+ countries across the globe who drive effectiveness and improve business results for our more than 4,000 blue-chip customers.

In addition, our affiliate network adds coverage in 31 additional countries.

Founded in 2015, Stagwell offers the capabilities marketers need in the digital age:

Led by entrepreneurs, as of December 31, 2022 we employed more than 12,000 people in more than 34 countries across the globe who drive effectiveness and improve business results for our more than 4,000 blue-chip customers.

In addition, our affiliate network adds coverage in over 30 additional countries.

Stagwell offers the capabilities marketers need in the digital age:

Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, and Creativity & Communications.

Our global scale allows us to compete for many of the largest marketing contracts available, including multi-regional contracts with annual fees of more than $10 million.

In addition, our proprietary Stagwell Marketing Cloud provides solutions for in-house marketers spanning influencer marketing, brand insights, communications technology and augmented reality.

Stagwell provides a suite of marketing services that serve marketers’ needs as well as well tech-driven solutions for in-house marketers.

Stagwell operates in a highly competitive and fragmented industry, but we believe have a distinct advantage given our digital composition and its alignment with the broader marketplace.

Additionally, the Stagwell Marketing Cloud, our proprietary suite of software-as-a-service (“SaaS”) and data-as-a-service (“DaaS”) technology solutions for in-house marketers, spans research and insights, communications technology, specialty media (including augmented reality), and media studios.

Stagwell provides a suite of marketing services that serve marketers’ needs as well as tech-driven solutions for in-house marketers.

Through the Stagwell Marketing Cloud, Stagwell is investing in the frontiers of marketing, with technology products that fuel augmented reality (“AR”) experiences for stadium goers and live events, and artificial intelligence (“AI”) for content creation and for communications professionals.

This is a key part of the future strategy for the company.

Stagwell has grown through a combination of organic growth and investment.

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Between 2015 and 2021, we acquired companies including digital transformation and digital media groups like Code and Theory and ForwardPMX.

In 2019, Stagwell Media made a $100 million investment into MDC, the parent company of creative powerhouses including 72andSunny, Anomaly, Forsman & Bodenfors and Doner.

Recognizing the potential of those companies, Stagwell’s reorganization and careful management of the portfolio turned the group around.

In 2019, Stagwell Media made a $100 million investment into MDC, the parent company of creative powerhouses including 72andSunny, Anomaly, Crispin, Porter & Bogusky, Doner and Forsman & Bodenfors.

Recognizing the potential of those companies, Stagwell’s

reorganization and careful management of the portfolio turned MDC around.

In August 2021, Stagwell Media completed the Transactions with MDC to become Stagwell Inc.

The result is an innovative, digital-first challenger network built for the modern marketer.

As the marketing landscape transforms – accelerated by the COVID-19 pandemic – Stagwell is well placed to help brands transform their digital platforms, content, and data and targeting strategies with integrated services that deliver the right experience to the right person at the right time.

Stagwell’s unified corporate team is the foundation of a powerful value creation platform focused on scaling our portfolio of marketing services firms, which we refer to as Agencies, and driving continual network evolution.

We plan to invest in our core digital platforms, develop a suite of digital products we call the Stagwell Marketing Cloud, expand our technology leadership through investment and innovation, and further develop and integrate our Global Affiliate Network to deliver value for our clients, employees, and shareholders.

Stagwell’s unified corporate team is the foundation of a powerful value creation platform focused on scaling our portfolio of marketing services firms, which we refer to as Brands, and driving continual network evolution.

We plan to invest in our core digital platforms, continue developing our suite of digital products in the Stagwell Marketing Cloud, increase our technology leadership through investment and innovation, and further expand our international footprint both organically and via our Global Affiliate Network to deliver value for our clients, employees, and shareholders.

Industry Trends

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Over the last 15 years, digital innovation has created new, personalized ways to reach targeted consumers and spurred a fundamental shift in the marketing services landscape.

Growth now comes primarily from digital marketing, helping brands meet customers across the entire digital ecosystem.

Four key trends describe the industry today:

First, online advertising now accounts for more than half of global advertising spend with the shift further accelerating as the COVID-19 pandemic continued and digital channels dominated content and commerce amidst evolving lockdowns.

We expect the move of consumers online will be a lasting shift, and online now means virtually everywhere:

websites, mobile, social media, television and even billboards and in-person experiences now deliver digital advertising.

Growth now comes primarily from digital marketing, helping brands meet customers across the entire online ecosystem.

We believe every company today at its core is a digital marketing company.

Five key trends describe the industry today:

First, online advertising now accounts for more than half of global advertising spend with the shift further accelerating as new media channels like connected television and platforms like Snap diversify the digital channels dominating content and commerce.

Online now means virtually everywhere:

website, mobile, social media, television, out-of-home, and immersive in-person experiences.

Second, advertising is commerce.

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Platforms as diverse as TikTok and LinkedIn have created new ways for brands to interact with their customers.

Brands can sell their products directly on their sites, via digital platforms such as Amazon or through interactive experiences enabled by social media like TikTok or connected TV.

Brands can sell their products directly on their sites, via digital platforms such as Amazon or through interactive experiences enabled by social media.

Digital platforms also allow advocacy groups and political campaigns to reach constituents to mobilize support or raise funds online.

Retail media networks add complexity and opportunity to brands’ consumer engagement approaches.

Third, data is everywhere.

Platform and channel growth has created an explosion of addressable data that can be used to better understand consumer desires, habits, and needs in real-time, allowing the delivery of content that consumers want, when they want it, and where they want it.

New sources of online data include web, mobile, email, social, and connected TV and the data spans behavioral, transactional, demographic, psychographic and geographic categories.

New sources of online data include web, mobile, email, social, and connected TV – in addition to emerging products, apps and wearables that enhance day-to-day experiences.

The emergence of vast amounts of data spans behavioral, transactional, demographic, psychographic and geographic categories.

As connectivity grows, the value of raw data declines – but we believe the ability to derive actionable insights from the data, as Stagwell businesses do, increases.

Fourth, frontier technology such as AI and AR are gaining critical foothold among mass consumers, reshaping how businesses connect.

Both technologies have evolved past initial niche or enterprise use cases and are now reaching lay consumers, and businesses now are investing in making them widely accessible to consumer audiences, as seen with generative AI tools like ChatGPT and Stagwell Marketing Cloud’s ARound.

Stagwell is at the forefront of this technology, implementing these innovations across our client work, and incubating original and proprietary technology that drives business results and sits on the next frontier of marketing.

Finally, marketing technology is transforming the industry.

Software-as-a-service (“SaaS”) and data-as-a-service (“DaaS”) products are increasing the efficiency of marketing campaigns and in-house marketing operations, utilizing cutting edge technologies such as artificial intelligence (“AI”) and automation and engaging consumers in new ways with emerging technologies such as augmented reality (“AR”) and virtual reality (“VR”).

SaaS and DaaS products are increasing the efficiency of marketing campaigns and in-house marketing operations, utilizing cutting edge technologies such as AI and automated media modeling, scaled consumer insights, campaign and asset management, brand reputation tracking, and more.

Competitive Landscape

Stagwell operates in a highly competitive and fragmented industry.

Stagwell’s Agencies compete for business and talent with the operating subsidiaries of large global holding companies such as Omnicom Group Inc., Interpublic Group of Companies, Inc., WPP plc, Publicis Groupe SA, Dentsu Inc.

Stagwell’s Brands compete for business and talent with the operating subsidiaries of large global holding companies such as Omnicom Group Inc., Interpublic Group of Companies, Inc., WPP plc, Publicis Groupe SA, Dentsu Inc.

and Havas SA, as well as with numerous independent agencies that operate in multiple markets.

Our Agencies also face competition from consultancies, like Accenture and Deloitte, tech platforms, media companies and other services firms that offer related services.

Stagwell’s Agencies must compete with these other companies to maintain and grow existing client relationships and to obtain new clients and assignments.

Individual products within the Stagwell Marketing Cloud also typically compete with offerings that may be provided within broader service offerings at large global holding companies or provided on a standalone basis by technology startups or other industry participants.

Our Brands also face competition from consultancies, like Accenture and Deloitte, tech platforms, media companies and other services firms that offer related services.

Stagwell’s Brands must compete with these other companies to maintain and grow existing client relationships and to obtain new clients and assignments.

During the decades when marketing was dominated by television, the marketing services industry experienced significant consolidation as legacy advertising holding companies built substantial portfolios of often overlapping creative, communications, PR, and media businesses to achieve financial efficiencies by centralizing administrative operations.

These holding companies grew significant in size and market share.

These holding companies grew significantly in size and market share.

The rapid rise of digital channels, convergence of advertising and commerce, explosion in addressable data and marketing technology created a paradigm shift in the industry.

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In recent years, a number of large consulting firms with information technology implementation backgrounds have entered the marketing services market and, collectively, achieved significant market share.

However, we believe these

firms’ lack of creative and media expertise limits their long-term growth potential as true challengers to the legacy marketing holding companies.

With a combination of talent and technology, we believe that Stagwell is well positioned to take advantage of the continued transformation sweeping the marketing universe, and to disrupt the marketing services landscape.

However, we believe these firms’ lack of creative and media expertise limits their long-term growth potential as true challengers to the legacy marketing holding companies.

With a combination of talent and technology, we believe that Stagwell is well positioned to take advantage of the continued transformation sweeping the marketing ecosystem and to disrupt the marketing services landscape.

Stagwell was born digital and now has a global network of entrepreneurial companies that deliver the right combination of creativity and technology for the modern, digital marketer through a model that emphasizes flexibility and integration.

Principal Capabilities

Stagwell’s Agencies provide differentiated, digital-first marketing and related services to a diverse client base across many industries.

Stagwell’s Brands provide differentiated, digital-first marketing and related services to a diverse client base across many industries.

Our principal capabilities fall into four categories:

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We create websites, mobile applications, back-end systems, content and data management systems, and other digital environments enabling clients to engage with consumers across the digital ecosystem.

We design and implement technology and data strategies to support needed digital services for our clients.

We design and implement technology and data strategies to support digital services needed for our clients.

We also implement technology and strategies for utilizing digital channels to mobilize and raise funds from proponents and constituents to support political candidates, non-profit groups and issue organizations in the public arena.

Lastly, we develop proprietary, in-house software and related technology products, including cookie-less data platforms for advanced audience targeting and activation, software tools for e-commerce applications and innovative applications of text messaging for consumer engagement, which we license to clients using subscription-based SaaS and DaaS models.

Lastly, we develop proprietary, in-house software and related technology products, including AI-based communications technology, cookie-less data platforms for advanced audience

targeting and activation, software tools for e-commerce applications, specialty media solutions in the fast-growing augmented reality space, and innovative applications of text messaging for consumer engagement, which we license to clients using subscription-based SaaS and DaaS models.

Performance Media & Data.

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Unlike legacy holding companies that own large amounts of television inventory and therefore must sell it, we take a media-agnostic approach leveraging digital technologies and media in addition to analog advertising.

Our services include media buying and planning, ranging across the platforms a modern marketer needs to engage consumers.

Our media services include media solutions such as audience analysis, and media buying and planning, ranging across the platforms a modern marketer needs to engage consumers.

Consumer Insights & Strategy.

We perform large-scale online surveys, specialized research, and data analytics across the consumer journey to provide strategic insights and guidance that informs business content, product, communications and media strategies for many of the world’s largest companies, including numerous Fortune 100 clients.

We have differentiated specialization in brand tracking, theatrical and streaming content and strategy, and technology product design and marketing, and we believe our Agencies are at the forefront of innovation in the field.

We have differentiated specialization in brand and corporate reputation tracking, theatrical and streaming content and strategy, and technology product design and marketing, and we believe our Brands are at the forefront of innovation in the field.

Creativity & Communications.

We develop holistic, creativity-based content strategies and campaigns from concept to execution through to optimization.

These services include strategy development, advertising creation, live events, cross platform engagement, and social media content.

We also provide strategic communications, public relations and public affairs services including media relations, thought leadership, social media, executive positioning and visibility.

We group our Agencies into these principal capability categories based on the source of most of their revenue.

We also classify Digital Transformation, Performance Media & Data, and Consumer Insights & Strategy as “Digital” though Agencies categorized as Creativity & Communications generate a significant portion of revenue from creativity and content delivered on digital channels and some, such as Anomaly, do meaningful amounts of digital work that fluctuates as a percentage of revenue.

These services include strategy development, advertising creation, live events, immersive digital experiences, cross platform engagement, and social media content.

We also provide strategic communications, public relations and public affairs services including media relations, thought leadership, investor and financial relations, social media, executive positioning and visibility.

We group our Brands into these principal capability categories based on the source of most of their revenue.

We also classify Digital Transformation, Performance Media & Data, and Consumer Insights & Strategy as “Digital” though Brands categorized as Creativity & Communications generate a significant portion of revenue from creativity and content delivered on digital channels and some, such as 72andSunny and Anomaly, do meaningful amounts of digital work that fluctuates as a percentage of revenue.

We believe our concentration of digital capabilities today provides a competitive advantage in the marketplace and positions us to benefit from continued digital disruption in the marketing services industry.

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Network Structure & Reportable Segments

Stagwell maintains a 100% ownership position in substantially all of its Agencies, and the remainder are majority owned with management of the Agencies owning the remaining equity.

Stagwell maintains a 100% ownership position in substantially all of its Brands, and the remainder are majority owned with management of the Brands owning the remaining equity.

Stagwell generally has rights to increase ownership of non-wholly owned subsidiaries to 100% over a defined period of time.

The Company organizes its Agencies into three reportable segments:

“Integrated Agencies Network,” “Media Network” and the “Communications Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria as “All Other.” The Company also reports corporate expenses, as further detailed below, as “Corporate.”

The Company organizes its Brands into three reportable segments:

“Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria as “All Other.” The Company also reports corporate expenses, as further detailed below, as “Corporate.”

The reportable segments are:

• The Integrated Agencies Network includes four integrated operating segments:

the Anomaly Alliance, Constellation, the Code and Theory Network, and the Doner Partner Network.

These operating networks are organized for go-to-market and collaboration incentive purposes and to facilitate integrated and flexible offerings for our clients.

Each integrated network consists of agencies that offer an array of complementary services spanning our core capabilities of Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, and Creativity & Communications.

The Agencies included in the operating segments that comprise the Integrated Agencies Network reportable segment are as follows:

Anomaly Alliance (Anomaly, Concentric, Hunter, Mono, YML and Scout agencies), the Code and Theory Network (Code and Theory, Forsman & Bodenfors, National Research Group, Observatory, Hello Design and Colle McVoy agencies), Constellation (72andSunny, Crispin Porter Bogusky, Instrument, Team Enterprises, Harris and Redscout agencies) and the Doner Partner Network (Doner, KWT Global, Bruce Mau Design, Vitro, Harris X, Northstar, Veritas and Yamamoto agencies).

These integrated network operating segments share similar characteristics related to (i) the nature of their services;

• The Integrated Agencies Network includes five operating segments:

the Anomaly Alliance, Constellation, the Doner Partner Network, Code and Theory, and National Research Group.

The operating segments offer an array of complementary services spanning our core capabilities of Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, and Creativity & Communications.

The Brands included in the operating segments that comprise the Integrated Agencies Network reportable segment are as follows:

Anomaly Alliance (Anomaly, Concentric, Hunter, Mono, YML and Scout (Brands), Constellation (72andSunny, Colle McVoy, Instrument, Redscout, Hello Design, Team Enterprises, and Harris Insights), the Doner Partner Network (Doner, KWT Global, Harris X, Veritas, Doner North, Northstar, which is currently sunsetting, and Yamamoto (Brands)), Code and Theory and National Research Group.

These operating segments share similar characteristics related to (i) the nature of their services;

(ii) the type of clients and the methods used to provide services;

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In addition, these operating segments may occasionally compete with each other for new business or have business move between them.

• The Media Network reportable segment is comprised of a single operating segment, our specialist network branded the Stagwell Media Network (“SMN”).

SMN serves as a unified media and data management structure with omni-channel media placement, creative media consulting, influencer and business-to-business marketing capabilities.

Our Agencies in this segment aim to provide scaled creative performance through developing and executing sophisticated omnichannel campaign strategies leveraging significant amounts of consumer data.

SMN’s Agencies combine media buying and planning across a range of digital and traditional platforms (out-of-home, paid search, social media, lead generation, programmatic, television, broadcast, among others) and includes multichannel agencies Assembly, Goodstuff, MMI Agency, and Grason, digital creative & transformation consultancy GALE, B2B specialist Multiview, multi-lingual content agency Locaria, CX specialists Kenna, and travel media experts Ink.

• The Communications Network reportable segment is comprised of a single operating segment, our specialist network that provides advocacy, strategic corporate communications, investor relations, public relations, online fundraising and other services to both corporations and political and advocacy organizations and consists of our Allison & Partners SKDK (including Sloane & Company), and Targeted Victory Agencies.

• All Other consists of the Company’s digital innovation group, Reputation Defender (which was sold in September 2021) and Stagwell Marketing Cloud products such as PRophet.

• The Brand Performance Network (“BPN”), previously referred to as the “Media Network” reportable segment, is comprised of a single operating segment.

BPN includes a unified media and data management structure with omnichannel media placement, creative media consulting, influencer and business-to-business marketing capabilities.

Our Brands in this segment aim to provide scaled creative performance through developing and executing

sophisticated omnichannel campaign strategies leveraging significant amounts of consumer data.

BPN’s Brands provide media solutions such as audience analysis, media planning, and buying across a range of digital and traditional platforms (out-of-home, paid search, social media, lead generation, programmatic, television, broadcast, among others) and includes multichannel Brands Assembly, Brand New Galaxy, Crispin Porter Bogusky, Forsman & Bodenfors, Bruce Mau Design, Goodstuff, MMI Agency, digital creative & transformation consultancy Gale, B2B specialist Multiview, Observatory, Vitro, CX specialists Kenna, and travel media experts Ink.

• All Other consists of the Company’s digital innovation group and Stagwell Marketing Cloud, including Maru and Epicenter, and products such as PRophet, ARound and Reputation Defender (which was sold in September 2021).

• Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments.

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Our global go-to-market strategy is key to our objective of providing our clients with a balanced combination of leading-edge technology and creative talent.

We go to market in three main ways:

as individual Agencies, as networks where collaboration across services is needed and as Stagwell Global when we create multi-region, Stagwell-wide teams.

Unlike legacy holding companies who have focused on achieving cost synergies by consolidating agencies within their networks, Stagwell focuses on collaboration.

We believe it is important for our Agencies to maintain their individual identities to attract the highest quality talent within their capabilities of expertise.

Maintaining strong Agency identities within our integrated Agencies and specialist networks provides a structure supporting both individual and joint go-to-market approaches.

Maintaining separate Agencies with flexibility to integrate also enables effective management of potential conflicts of interest.

We go to market in four main ways:

as individual Brands, as networks where collaboration across services is needed, as Stagwell Global when we create multi-region, Stagwell-wide teams, and as the Stagwell Marketing Cloud, which delivers SaaS and DaaS products for in-house marketers.

Unlike legacy holding companies who have focused on achieving cost synergies by consolidating brands within their networks, Stagwell focuses on collaboration.

We believe it is important for our Brands to maintain their individual identities to attract the highest quality talent within their capabilities of expertise.

Maintaining strong brand identities within our integrated Brands and specialist networks provides a structure supporting both individual and joint go-to-market approaches.

Maintaining separate Brands with flexibility to integrate also enables effective management of potential conflicts of interest.

Go-to-market collaboration typically occurs on larger engagements requiring services across multiple capabilities or geographies.

To further support collaboration, Stagwell provides financial incentives for Agencies to collaborate with one another through referrals and the sharing of both services and expertise.

Network and Agency leaders have components of incentive compensation that are based on Stagwell’s overall performance and the overall performance of their integrated or specialist networks to incentivize go-to-market collaboration.

In addition to our owned Agencies, we maintain a network of go-to-market alliances with like-minded independent Agencies, tech companies and marketing services firms in key markets around the world.

To further support collaboration, Stagwell provides financial incentives for Brands to collaborate with one another through referrals and the sharing of both services and expertise.

Network and Brand leaders have components of incentive compensation that are based on Stagwell’s overall performance and the overall performance of their integrated or specialist networks to incentivize go-to-market collaboration.

In addition to our owned Brands, we maintain a network of go-to-market alliances with like-minded independent brands, tech companies and marketing services firms in key markets around the world.

These partners, which we refer to as Global Affiliates, enable us to increase our local-market reach and qualify for business opportunities that require enhanced capabilities in specific local markets without taking on additional costs.

Launched in early 2021, by December 2022 the Global Affiliate Network had achieved its goal of growing to include more than 75 affiliates.

Our distinct Agency structure enables us to work with multiple clients within the same business sector, and many of our largest clients are served by multiple Agencies or Agencies in our portfolio.

The Agencies’ work is supported by a centralized marketing and new business team that fosters collaboration, sources new business opportunities and communicates across industries to drive awareness of our offerings.

Additionally, a centralized corporate innovation team develops and invests in proprietary digital marketing products that are distributed by Agencies across the network, further enhancing the value proposition Stagwell Agencies are able to offer clients.

Our distinct Brand structure enables us to work with multiple clients within the same business sector, and many of our largest clients are served by multiple Brands or Brands in our portfolio.

The Brands’ work is supported by a centralized marketing and new business team that fosters collaboration, sources new business opportunities and communicates across industries to drive awareness of our offerings.

Additionally, a centralized corporate innovation team develops and invests in proprietary digital marketing products that are distributed by Brands across the network, further enhancing the value proposition Stagwell Brands are able to offer clients.

The key components of the Stagwell strategy are Digital, Integrated, Global, and Strategic (“DIGS”).

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We aim to expand our digital capabilities in three main ways:

• First, we intend to continue to invest in our leading digital Agencies like Code and Theory, Instrument and YML.

This planned investment includes funding new capabilities and supporting cross-selling via our integrated Agencies network, which has already seen success in 2021.

• First, we intend to continue to invest in our leading digital Brands like Code and Theory, Instrument and YML.

This planned investment includes funding new capabilities and supporting cross-selling via our Integrated Agencies Network, which has already created additional opportunities.

• Second, we intend to pursue complementary acquisition opportunities to bolster our existing assets in areas such as digital transformation and digital media buying.

We have built a successful track record of “bolt-on” acquisitions such

as TrueLogic Software, LLC, Ramenu S.A.

and Polar Bear Development S.R.L.

(together, “TrueLogic”), a Latin America engineering shop, and Kettle Solutions, LLC (“Kettle”), a content and digital design firm.

We have built a successful track record of “bolt-on” acquisitions such as TrueLogic Software, LLC, Ramenu S.A.

and Polar Bear Development S.R.L., a Latin America engineering shop, and Kettle Solutions, LLC (“Kettle”), a content and digital design firm.

• Third, we are investing in the Stagwell Marketing Cloud, a suite of technology products in development or early-stage commercialization spanning influencer marketing, audience segmentation, public relations, immersive experiences and brand insights.

These products are licensed to our clients using subscription-based SaaS and DaaS models and distributed by Agencies across our network.

These products are licensed to our clients using subscription-based SaaS and DaaS models and distributed by Brands across our network.

We believe the Stagwell Marketing Cloud positions us to serve in-house marketing departments and create recurring, high-value revenue streams in the future.

We have also made strategic acquisitions for the Stagwell Marketing Cloud, including Epicenter Experience, an enterprise software company that leverages mobile and location data to map and sequence complex consumer behavior patterns, and Maru Group, a leading software experience and insights data platform.

Expanding Addressable Markets

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Our strategy for growing our international operations is focused on expanding our media buying, content creation and digital capabilities in new markets, which will improve our qualifications for large multi-regional contracts with the largest global marketers.

For example, in December 2021 we acquired Goodstuff, a leading independent media buying agency in the United Kingdom, substantially improving the breadth of our media buying capabilities in that market and throughout Europe.

We also maintain a network of Global Affiliates that helps us embed local talent into global and local engagements without committing investment capital—enabling us to think globally and act locally simultaneously and deliver creative, performance, media and technology capabilities at the scale required to serve the world’s largest marketers.

We believe our Global Affiliates will be a valuable source for acquisitions, providing us the ability to explore strategic fit with our networks prior to making a formal investment.

For example, in April 2022, we acquired Brand New Galaxy, a scaled provider of end-to-end e-commerce services such as DTC strategy, digital content production, automation, and complex technology implementations.

The acquisition bolsters Stagwell's broad e-commerce capabilities to service more global clients and provides significant scale in Europe.

• We maintain a Global Affiliate network that enables us to deliver creative, performance, media and technology capabilities at the scale required to serve the world’s largest marketers.

Our affiliates provide local talent and insights for regional engagements without requiring investment capital.

We believe our Global Affiliates will be a valuable source for acquisitions, allowing Stagwell to vet companies before formal investment.

Brand New Galaxy was our first affiliate and affiliate acquisition.

As of December 31, 2022, we had over 75 Global Affiliate partners in our network.

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In addition to the advertising and marketing services market, we believe our investments in the Stagwell Marketing Cloud will position us to address new, rapidly expanding market opportunities, including marketing data, campaign martech, the metaverse, and AR and VR applications.

For example, in January 2021 we launched ARound, which creates augmented reality experiences for live events.

For example, Stagwell’s shared AR product ARound has launched stadium-level experiences with professional sporting teams in Major League Baseball and the National Football League, namely the Minnesota Twins and the Los Angeles Rams.

Effective Integration at Scale

We expect to drive significant long-term operating efficiencies from the Transactions through initiatives being rolled out over the 36 months following the completion of the Transactions.

We expect synergies will come from implementation of shared services across the Company, elimination of redundancies in the Stagwell Media Network, scaling operational resources in lower cost markets, and third-party spend recapture, among other cost-saving initiatives.

We expect to derive significant long-term operating efficiencies from the Transactions through initiatives that have been and continue to be rolled out over the 36 months following the completion of the Transactions.

We have made progress against our plan and anticipate the initial expected synergies will be realized over a period of 36 months from the time of the Transactions.

We expect the synergies will come from implementation of shared services across the Company, elimination of redundancies in the Stagwell Brand Performance Network, scaling operational resources in lower cost markets, and third-party spend recapture, among other cost-saving initiatives.

Within our client-facing integrated and specialist networks we see further opportunity to achieve operating efficiencies by increasing our non-U.S.

based engineering footprint.

We are focused on scaling our development capabilities in lower cost markets, specifically Latin America, India, and Southeast Asia.

Our engineering talent is primarily focused on building and designing digital platforms, applications, tools, and experiences for our clients and are typically more highly concentrated in our Agencies categorized within our Digital Transformation primary capability.

We believe we already have a substantial engineering presence globally – more than 1,150 engineers total – and have developed the necessary skills to support hiring, training and managing large teams outside the United States.

We are focused on scaling our development capabilities in lower cost

markets, specifically Latin America, India, and Southeast Asia.

Our engineering talent is primarily focused on building and designing digital platforms, applications, tools, and experiences for our clients and are typically more highly concentrated in our Brands categorized within our Digital Transformation primary capability.

We believe we already have a substantial engineering presence globally – more than 1,500 engineers total as of December 31, 2022 – and have developed the necessary skills to support hiring, training and managing large teams outside the United States.

We believe these markets offer a significant supply of quality technical talent to meet increasing client demand for high-speed delivery of digital transformation and production services.

Stagwell Value Creation Platform

We believe our engaged, unified corporate team provides a growth platform for value creation through both revenue and cost synergies for our existing Agencies and prospective investments.

We believe our engaged, unified corporate team provides a growth platform for value creation through both revenue and cost synergies for our existing Brands and prospective investments.

We are led by a management team with deep industry expertise and a track record of growing and managing marketing services businesses.

The Stagwell platform provides a foundation to support efficient, accretive scaling of our global network and our high-growth digital transformation and digital media capabilities.

Our corporate objective is to accelerate the growth and improve the profitability of our Agencies, and we believe agencies see strategic value in being part of the Stagwell network.

Our corporate objective is to accelerate the growth and improve the profitability of our Brands, and we believe Brands see strategic value in being part of the Stagwell network.

Our value creation platform has three layers:

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Our Client Services layer aims to facilitate revenue growth through go-to-market support.

Our Global Solutions team provides a single point of contact for key clients, coordinating our go-to-market strategies for large, multi-regional contracts or business opportunities requiring cross-agency, cross-capability or cross-market services.

Our Global Growth team provides prospecting and new business services to our agencies, working in partnership with our Brand team which supports messaging and communications efforts.

At the network level, the Stagwell Media Network provides a corporate structure to cost-effectively coordinate our global media placement capabilities, while our Global Affiliate Network positions our agencies to pitch for and win opportunities requiring capabilities in specific local markets.

Our Global Growth team provides prospecting and new business services to our Brands, working in partnership with our Brand team which supports messaging and communications efforts.

At the network level, the Stagwell Brand Performance Network provides a corporate structure to cost-effectively coordinate our global media placement capabilities, while our Global Affiliate Network positions our Brands to pitch for and win opportunities requiring capabilities in specific local markets.

Our Growth Investment layer is designed to drive continual network evolution and bolsters competitive advantages in key markets, capabilities, and emerging technologies and consists of two teams:

centralized investment and innovation.

Our central investment team, which has a strong track record of accretive investments, provides expertise in sourcing, negotiating and structuring investments in close partnership with our Agency leadership, to drive efficient scaling of our networks and accelerate growth.

Our central investment team, which has a strong track record of accretive investments, provides expertise in sourcing, negotiating and structuring investments in close partnership with our Brand leadership, to drive efficient scaling of our networks and accelerate growth.

In addition to our investment team, a centralized innovation team provides development capabilities for the Stagwell Marketing Cloud and bespoke client needs.

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We also expect more modest capital allocation towards minimizing shareholder dilution, reducing leverage in order to provide increased financial flexibility, and funding development of proprietary technology and products for the Stagwell Marketing Cloud.

Stagwell serves a large base of clients across the full spectrum of industry verticals.

In many cases, we serve the same clients in various geographic locations, across multiple disciplines, and through multiple Agencies.

As of December 31, 2022 Stagwell served over 4,000 clients across a wide range of sectors, representing some of the world’s most recognized brands including:

Google, Amazon, Diageo, Nike, Apple, P&G, Novo Nordisk, United Airlines, Salesforce and more.

In many cases, we serve the same clients in various geographic locations, across multiple disciplines, and through multiple Stagwell Brands.

Representation of a client rarely means that Stagwell handles marketing communications for all brands or product lines of the client in every geographical location.

During 2021 and 2020 the Company did not have a client that accounted for 7% or more of revenues.

In addition, Stagwell’s ten largest clients (measured by revenue generated) accounted for approximately 17% and 35% of revenue for the twelve months ended December 31, 2021 and 2020, respectively.

Historically, client concentration increases during election years due to the cyclical nature of our advocacy Agencies which are Targeted Victory and SKDK (including Sloane & Company).

Stagwell’s agencies have written contracts with many of their clients.

In 2022, net revenue from our top 100 clients’ increased by over 15% year-over-year as we saw record new business and increasing interest in both specific Brand capabilities as well as cross-Brand, integrated solutions that address multi-discipline client needs.

Stagwell’s Brands have written contracts with many of their clients.

As is customary in the industry, these contracts generally provide for termination by either party on relatively short notice.

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Stagwell provides a broad range of services to a large base of clients across a wide spectrum of verticals globally.

Stagwell has historically largely focused in North America where the Company was founded, as well as the United Kingdom, but has expanded its global footprint to support clients globally and has a presence in 34+ countries, and an additional 31 countries through our Global Affiliate Network.

Stagwell has historically been largely focused in North America where the Company was founded, as well as the United Kingdom, but has expanded its global footprint to support clients globally and has a presence in more than 34 countries, and an additional more than 30 countries through our Global Affiliate Network, in each case as of December 31, 2022.

The primary source of revenue is from agency arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses.

Stagwell’s Agencies have written contracts with many of their clients.

Stagwell’s Brands have written contracts with many of their clients.

As is customary in the industry, these contracts generally provide for termination by either party on relatively short notice.

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As of December 31, 2022, we employed approximately 11,100 full-time employees and approximately 1,050 contractors.

The following table provides a breakdown of full-time employees and contractors across Stagwell’s three reportable segments, the All Other category, and Corporate:

The following table provides a breakdown of the approximate number of full-time employees and contractors across Stagwell’s three reportable segments, the All Other category, and Corporate:

Segment Total

Integrated Agencies Network 5,800

Media Network 2,800

Brand Performance Network 4,650

Communications Network 1,100

All Other 300

Corporate 300

Because of the personal service nature of the marketing and communications business, our talent is of critical importance to our success.

Human capital management strategies are developed by senior management, including the management teams of our Agencies, and are overseen at the corporate level.

Our human capital management priorities include providing competitive benefits & compensation, attracting and retaining talent, supporting learning & development across the network, promoting Diversity & Inclusion, increasing employee engagement, and ensuring workplace safety with specific initiatives around COVID-19.

Human capital management strategies are developed by senior management, including the management teams of our Brands, and are overseen at the corporate level.

At the corporate level, centralized human capital management processes include development of human resources governance and policy, executive compensation for senior leaders, benefits programs, and succession planning focusing on the performance, development and retention of key senior executives.

Benefits & Compensation

Stagwell provides a full range of competitive benefits including medical, dental, vision, employer-funded HSAs, commuter assistance, 401k and more, offered to full-time employees and their dependents, inclusive of domestic and/or same-sex partners.

We offer flexible paid time off as well as accommodations for civic duties, bereavement, and leaves of absence.

Stagwell provides a full range of competitive benefits including medical, dental, vision, employer-funded HSAs, commuter assistance, 401k, employee stock programs and more.

Health benefits are offered to full-time employees and their dependents, inclusive of domestic and/or same-sex partners.

We offer flexible paid time off as well as accommodation for civic duties,

bereavement, and leaves of absence.

Stagwell participates in industry-wide salary surveys and utilizes AI-powered compensation software to obtain real-time compensation survey data and analytics and ensure all compensation decisions are data-driven.

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Leveraging our scale, we have developed a broad database of global talent that further enhances our recruiting activities.

In addition to utilizing central resources and technology, agency-level recruiting activities include partnerships with colleges/universities, internship programs, referral programs and diversity, equity and inclusion specific pipelining programs.

Stagwell’s internal transfer policy also enables employees to explore new positions with other Agencies at the Company to support retention of talent within the broader network.

In addition to utilizing central resources and technology, Brand-level recruiting activities include partnerships with colleges/universities, internship programs, referral programs and diversity, equity and inclusion specific pipelining programs.

Stagwell’s internal transfer policy and career portal on our intranet, The Hive, also enables employees to explore new positions with other Brands at the Company to support retention of talent within the broader network.

We have regular learning and talent events so employees across our network can feel connected to the broader portfolio of Stagwell companies and enhance collaboration.

Learning & Development

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Furthermore, Stagwell provides eligible employees with an annual, flexible professional development budget to utilize if they want to explore more opportunities within their field, acquire new skills, and enhance their contributions to their department and the organization.

In addition, each Agency maintains its own policies and development programs suitable to its workforce and leadership goals.

In addition, each Brand maintains its own policies and development programs suitable to its workforce and leadership goals.

Diversity & Inclusion

We believe the cultures of Stagwell’s individual Agencies are what sets working at Stagwell apart;

however, the connective tissue that unites us is our vision for our Agencies and people to work collaboratively across disciplines in an inclusive environment.

Stagwell supports its Agencies through access to high-quality education, resources and technology, which they can use to bring inclusion to life based on their organization’s needs.

We believe the cultures of Stagwell’s individual Brands are what sets working at Stagwell apart;

however, the connective tissue that unites us is our vision for our Brands and people to work collaboratively across disciplines in an inclusive environment.

Stagwell supports its Brands through access to high-quality education, resources and technology, which they can use to bring inclusion to life based on their organization’s needs.

In addition to providing annual harassment prevention and ethics training globally, we actively collect data modeled after equal employment opportunity classifications with the goal of ensuring our employee demographics better reflect the diversity of the communities in which our workforce operates and is hired from and to identify areas for improvement through corporate engagement and initiatives.

In addition, Stagwell aims to continue to grow successful partnerships with diverse vendors, suppliers, contractors, and consultants.

We believe doubling down on creating an inclusive environment, from building internal and external partnerships, fostering the collaboration amongst our agencies, to trying out ideas and programs from our teams and agencies, will attract and retain a diverse workforce and that the diversity of thought creates impact for our clients globally.

We believe doubling down on creating an inclusive environment, from building internal and external partnerships, fostering the collaboration amongst our Brands, to trying out ideas and programs from our teams and Brands, will attract and retain a diverse workforce and that the diversity of thought creates impact for our clients globally.

Employee Engagement

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We have quarterly global Town Halls to ensure staff are engaged with and organizational goals are shared.

And, although in-person events have been limited by the COVID-19 pandemic, our Workplace Experience team hosts a variety of wellness programs at our New York City “HUB” locations at the World Trade Center and, as practicable, in other offices around the world.

And with in-person events returning in earnest, our Brand and Talent teams collaborate to host a variety of experiential, wellness, and professional development/thought leadership programs at our New York City “HUB” locations at the World Trade Center and in other offices around the world.

Our global CEO sends out regular emails to all staff with key updates ranging from new business wins to client work.

In addition, the Hive intranet serves as a resource portal for all Stagwell employees.

We additionally maintain several global communities organized around discrete disciplines (“Technology,” “Growth,” “Communications,” etc.) to foster collaboration and engagement with the center of the company.

Significant Factors Affecting our Business and Results of Operations

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New business wins and client losses occur due to a variety of factors.

We believe the two most significant factors are (i) our clients’ desire to change marketing communication firms and (ii) the digital and data-driven products that our Agencies offer.

A client may choose to change marketing communication firms for several reasons, such as a change in leadership where new management wants to retain an agency that it may have previously worked with.

We believe the two most significant factors are (i) our clients’ desire to change marketing communication firms and (ii) the digital and data-driven products that our Brands offer.

A client may choose to change marketing communication firms for several reasons, such as a change in leadership where new management wants to retain a firm that it may have previously worked with.

In addition, if the client is merged or acquired by another company, the marketing communication firm is often changed.

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Regulatory Environment

The marketing and communications services that our agencies provide are subject to laws and regulations in all of the jurisdictions in which we operate.

The marketing and communications services that our Brands provide are subject to laws and regulations in all of the jurisdictions in which we operate.

These include laws and regulations that affect the form and content of marketing and communications activities that we produce for our clients and, for our digital services, laws and regulations concerning user privacy, use of personal information, data protection and online tracking technologies.

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Available Information

Stagwell Inc.

is the successor SEC registrant to MDC Partners Inc.

Stagwell Inc.’s Internet website address is www.stagwellglobal.com.

The Company’s Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to the Exchange Act, will be made available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the SEC.

From time to time, the Company uses its website as a channel of distribution of material company information, including webcasts of earnings calls and other investor events and notifications of news or announcements regarding its financial performance, including SEC filings, investor events, press releases and earnings releases.

The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this Form 10-K.

The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and its website.

The Company uses these channels, as well as social media, including its Twitter account (@stagwell) and its LinkedIn page (https://www.linkedin.com/company/stagwell/), to communicate with investors and the public about the Company, its products and services, and other matters.

Therefore, investors, the media, and others interested in the Company are encouraged to review the information the Company makes public in these locations, as such information could be deemed to be material information.

The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this Form 10-K, and the inclusion of the Company’s website address and social media channels are inactive textual references only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business