This section of the Compensation Committee report contains details of how the Company’s Executive Remuneration Policy was implemented in 2015. We start by setting out the details of the Compensation Committee – those setting and implementing the Executive Remuneration Policy. We then present a summary of the 2015 executive remuneration together with a summary of pay across the Group.
Governance in relation to compensation
Compensation Committee members
|
Attendance at 5 meetings in 2015
|
Committee effective 10 October 2015
|
|
Sir John Hood (Chairman)
|
5
|
Jacques Aigrain
|
5
|
Roberto Quarta1
|
5
|
Tim Shriver
|
5
|
Pre-October committee members
|
|
Roger Agnelli2,3
|
4
|
Colin Day4
|
4
|
Ruigang Li2
|
3
|
Daniela Riccardi2
|
3
|
Jeffrey Rosen4
|
4
|
Nicole Seligman2
|
4
|
Hugo Shong2
|
4
|
Sol Trujillo2
|
4
|
During 2015, the Nomination and Governance Committee reviewed the composition of each of the Board committees and the Board agreed, following that review, to realign and reduce committee memberships in October 2015. The goal was to reflect the skills and interests of the respective directors, matching these with the needs of the Board. Therefore the Compensation Committee membership was amended as detailed in the table above.
During 2015, the Compensation Committee met five times on a formal basis, with additional meetings held as needed.
The committee members have no personal financial interest (other than as a share owner as disclosed in Non-executive directors’ interests) in the matters to be decided by the committee, potential conflicts of interest arising from cross-directorships or day-to-day involvement in running the Group’s businesses. The terms of reference for the Compensation Committee are available on the Company’s website, and will be on display at the AGM, as set out in the Notice of AGM.
Advisors to the Compensation Committee
The Compensation Committee regularly consults with Group executives. In particular, the Committee invites certain individuals to attend meetings, including the Group chief executive (who is not present when matters relating to his own compensation or contracts are discussed and decided), the company secretary, the chief talent officer and the worldwide compensation & benefits director.
The latter two individuals provide a perspective on information reviewed by the Committee and are a conduit for requests for information and analysis from the Company’s external advisors.
External advisors
The committee retains Willis Towers Watson to act as independent advisors. Willis Towers Watson is engaged to provide advice to the Compensation Committee and to work with management on matters related to our Executive Remuneration Policy and Practices. Willis Towers Watson is a member of the Remuneration Consultants Group and has signed the code of conduct relating to the provision of advice in the UK. In light of this, and the level and nature of the service received, the committee remains satisfied that the advice is objective and independent.
Willis Towers Watson provides limited other services at a Group level, however some of the operating companies may engage advisors, including Willis Towers Watson, at a local level.
In 2015, Willis Towers Watson received fees of £87,190 in relation to the provision of advice to the Committee. The Committee receives external legal advice, where required, to assist it in carrying out its duties.
Statement of share owner voting
In 2015, a number of share owners expressed concern at the overall level of pay for the Executive Directors. The compensation levels were driven by the maturing of a five-year LEAP award and the increase in the Company’s share price. The Committee acknowledges these concerns, but also recognises that the majority of share owners supported the remuneration resolution last year (see below). The Committee is content that the LEAP program has performed as intended and in the manner approved, with very strong share returns and share price performance delivering significant value to both share owners and management.
|
Votes for
|
|
Votes against
|
|
Votes cast
|
Votes withheld
|
Resolution
|
Number
|
%
|
Number
|
%
|
Number
|
Number
|
To approve the Implementation report of the Compensation Committee
|
757,414,100
|
79.97
|
189,727,858
|
20.03
|
947,141,958
|
26,502,257
|
The Compensation Committee reinforced the existing malus provisions by implementing clawback. This will allow, in respect of performance year 2016 onwards, recovery of performance-related remuneration should it be determined that fraud, breach of fiduciary duty or a material misstatement caused determination of the amounts of performance-related remuneration paid or vested to be incorrect. Clawback will apply for three years post payment or vesting of an incentive award. As noted in the committee Chairman’s letter, the policy will be resubmitted to shareowners in 2017 for approval. Major share owners and representative bodies will be consulted in advance of the new policy being submitted for approval.
Executive directors’ total remuneration received (audited)
Single total figure of remuneration in 2015 and 2014
|
|
Base salary and fees
|
Benefits4
|
DEPs5
|
Pension
|
Short-term
incentives6
|
Long-term
incentives7
|
Total annual remuneration
|
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Sir Martin Sorrell1
|
2015
|
1,150
|
200
|
1,545
|
460
|
4,278
|
62,783
|
70,416
|
|
2014
|
1,150
|
179
|
1,288
|
456
|
3,590
|
36,041
|
42,704
|
Paul Richardson1,2
|
2015
|
718
|
82
|
–
|
216
|
1,648
|
8,859
|
11,523
|
|
2014
|
674
|
67
|
–
|
202
|
1,542
|
8,734
|
11,219
|
Mark Read3
|
2015
|
37
|
2
|
–
|
5
|
–
|
2,175
|
2,219
|
|
2014
|
440
|
8
|
–
|
63
|
737
|
2,187
|
3,435
|
Fixed elements of remuneration (audited)
Base salary and fees
|
Effective/last review date
|
Contractual salary and fees
000
|
Base salary and fees received in 2015
000
|
Sir Martin Sorrell
|
1 January 2015
|
£1,150
|
£1,150
|
Paul Richardson
|
1 July 2015
|
$945 and £100
|
$945 and £100
|
Mark Read1
|
1 July 2013
|
£440
|
£37
|
Each Executive Director receives a fee of £100,000 for their directorship of WPP plc, included above. The base salary and fees for the Executive Directors are reviewed, but not necessarily changed, every 24 months.
Benefits, dividend equivalent payments and pension
|
2015 Benefits
£000
|
2015 DEPs
£000
|
Sir Martin Sorrell
|
200
|
1,545
|
Paul Richardson
|
82
|
–
|
Mark Read1
|
2
|
–
|
The benefits shown are those provided to the executive directors that are deemed taxable in the UK, or those that would be taxable if Paul Richardson were resident in the UK. The value of benefits received that are detailed in the numbers above include car and/or car allowance, healthcare, life assurance, long-term disability allowance and a per diem housing allowance paid when the executive uses their own accommodation when travelling outside of their home country. The table above also includes share owner-approved dividend equivalent payments of £1,545,340, £1,288,191 during 2014, which are due on certain of Sir Martin Sorrell’s deferred share awards. The following table provides a breakdown of the key taxable benefits for 2015:
|
Car benefits
£000
|
Healthcare
£000
|
Accommodation allowance
£000
|
Other expenses
£000
|
Sir Martin Sorrell
|
37
|
54
|
47
|
62
|
Paul Richardson
|
24
|
12
|
23
|
23
|
Mark Read1
|
–
|
0.2
|
–
|
2
|
Contractual pension
(% of base salary and fees)
|
2015 Pension
£000
|
Sir Martin Sorrell
|
40%
|
460
|
Paul Richardson
|
30%
|
216
|
Mark Read1
|
15%
|
5
|
All pension benefits for the executive directors are provided on either a defined contribution or a cash allowance basis. Only the aggregate of base salary and fees is pensionable. No changes have been made to pension contribution rates in the last year.
Variable elements of pay (audited)
Short-term incentive
This section summarises the Compensation Committee’s assessment of the Executive Directors’ performance during 2015 under the short-term incentive plan. Mark Read was ineligible for a short-term incentive in respect of his Executive Director role from 1 January 2015 to 27 January 2015.
2015 short-term incentive plan outcome (percentages expressed relative to base salary and fees)
|
Actual short-term incentive received
|
Attributed to financial objectives
|
Attributed to personal objectives
|
Total 2015 short-term incentives
£000
|
Sir Martin Sorrell
|
372%
|
247%
|
125%
|
4,278
|
Paul Richardson
|
230%
|
184%
|
46%
|
1,648
|
According to our policy, 50% of the 2015 short-term incentive will be delivered in the form of shares as an Executive Share Award (ESA) with a two-year deferral requirement. ESAs are subject to malus provisions.
Performance against financial objectives
Performance against all financial objectives is calculated on a pro forma (‘like-for-like’) basis other than Net Sales margin that is calculated on a constant currency basis. The key financial short-term incentive plan objectives for all the Executive Directors are consistent with 2014 and provide a robust basis for assessing financial achievement.
As illustrated below, the 2015 financial performance of the Group was very strong. For the Group CEO and CFO, strong PBT and net sales margin improvement produced performance well above target, achieving 93% and 90% of the maximum award respectively. The net sales growth achieved an above target performance equivalent to 82% of the very ambitious maximum.
Group performance (CEO and CFO)
Performance against individual strategic objectives (30% of the award)
Executive director
|
Personal measure 2015
|
Clarification of measures
|
Maximum potential
(% of base salary and fees)
|
Award received
(% of maximum)
|
Sir Martin Sorrell
|
Leadership planning
|
Actively managing the process of strengthening the Group’s senior leadership teams through internal development, promotions, transfers and external hires.
|
131%1
|
95%
|
Strategic planning & execution
|
Key focus areas include maintaining creative excellence; driving strategy in the digital, data, analytics and new markets; improving the effectiveness of the WPP horizontality approach to enhance client service delivery.
|
Paul Richardson
|
Working capital management
|
Improving year-on-year rolling average net working capital as a percentage of the annual revenue trend.
|
90%2
|
51%
|
WPP IT transformation
|
Implementing a transformational program of outsourcing IT services to produce enhanced service and cost savings in future years.
|
Financial control
|
Demonstrating measures taken to improve operating company balance sheet control and management.
|
2015 short-term incentive plan awards
Based on the performance set out above, the short-term incentive award for each executive was:
|
Base salary and fees
000
|
Target bonus
% of base salary and fees
|
Maximum bonus
% of base salary and fees
|
2015 award
% against target/maximum
|
Total 2015 short-term incentive award
000
|
Sir Martin Sorrell
|
£1,150
|
217.5%
|
435%
|
171%/86%
|
£4,278
|
Paul Richardson
|
$945 + £100
|
200%
|
300%
|
115%/77%
|
£1,648
|
As noted above, 50% of the 2015 bonus is delivered in the form of WPP shares as an Executive Share Award (ESA). These shares are granted post determination of the annual bonus achievement and will vest, subject to continued employment, two years later.
Short-term incentive weightings and measures for 2016
The Committee has reviewed the performance objectives and weightings for 2016 to ensure continued alignment with the Company’s strategies. The weighting of financial objectives (70%) and individual strategic objectives (30%) will remain unchanged as will the Group financial measures of headline PBT growth, net sales margin improvement and net sales growth.
As stated in the Executive Remuneration Policy, the committee is of the view that the targets for the STIP are commercially sensitive and it would be detrimental to the Company to disclose them in advance of or during the relevant performance period. To the extent targets are no longer commercially sensitive they will be disclosed at the end of the relevant performance period in that year’s Annual Report.
Long-term incentives (audited)
2011 – 2015 LEAP III awards vesting
The 2011 awards were granted under LEAP III, the long-term incentive plan which in 2013 was replaced by the EPSP. Vesting of LEAP awards was solely dependent on WPP’s relative TSR performance measured in common currency, against a custom group of WPP’s comparators (Aegis, Arbitron, Dentsu, GfK, Havas, Interpublic, Ipsos, Omnicom and Publicis) weighted by their respective market capitalisation.
Over the five-year investment and performance period, WPP out-performed 93% of the weighted peer group including both Omnicom and Publicis, WPP’s largest and most comparable multi-line competitors. Over the period, WPP delivered TSR of 135% which means that a shareholding of £100 at the start of the period would be worth £235 at the end. On a relative basis, underlying financial and operational performance was also strong over the five-year period, consistent with the TSR outcome.
Aegis and Arbitron, two of the comparator companies, were taken over during the investment and performance period by Dentsu and Nielsen, respectively. In line with the guidelines previously established by the committee, the two companies remained in the comparator group as they were both listed for more than 40% of the investment and performance period. Their TSR performance was calculated assuming reinvestment into a synthetic stock of the remaining comparators. This was with effect from the date immediately before which it was independently determined that the share price was affected by either a takeover premium or speculation.
WPP’s TSR performance relative to the comparator group resulted in a match to the executive directors pledged shares of 500%, equating to the maximum award.
|
Number of shares vesting
|
Share price
on vesting
£
|
Value of match at grant price of £6.6475
£000
|
Value added due to share price appreciation and dividends
£000
|
2015 Long term incentives
£000
|
Sir Martin Sorrell
|
3,982,605
|
15.76435
|
23,637
|
39,146
|
62,783
|
Paul Richardson
|
561,940
|
15.76435
|
3,335
|
5,524
|
8,859
|
Mark Read1
|
137,959
|
15.76435
|
819
|
1,356
|
2,175
|
2015 EPSP awards granted
In 2015, the executive directors, along with a select number of senior executives within the Group, were granted awards under the Executive Performance Share Plan (EPSP). The 2015 awards are subject to three equally weighted independent performance conditions, being relative TSR, EPS and ROE. Performance is measured over the five financial years starting in 2015 as follows:
Measure
|
Total Shareholder Return (TSR)
|
Earnings Per Share (EPS)
|
Return On Equity (ROE)
|
Weight
|
One-third
|
One-third
|
One-third
|
Nature
|
Relative to peers
|
WPP growth
|
WPP absolute
|
Performance zone (threshold to maximum)
|
Median to upper decile
|
7% – 14% compound annual growth
|
15% – 18% annual average1
|
Payout
|
Below threshold: 0% of element vests
Threshold: 20% of element vests
Maximum or above: 100% of element vests Straight-line vesting between threshold and maximum
|
Performance period
|
Five-years ending on 31 December 2019
|
As in previous years, WPP’s TSR performance is compared to companies representing our most relevant, listed global competitors, weighted by market capitalisation. In 2015, the comparator group comprised Dentsu, GfK, Havas, Interpublic, Ipsos, Nielsen, Omnicom and Publicis. TSR performance will be calculated on a market capitalisation- weighted basis in both common and local currency (weighted equally). Using a dual basis ensures that the interests of both local and international investors are reflected in the performance measures.
The following interests were awarded on 9 June 2015 at the preceding five-day average share price of £15.172 (ordinary shares) or $115.88 (ADRs).
|
Basis and level of award (% of salary and fees)
|
Award over
|
Number of interests awarded
|
Face value at date of grant 000
|
Sir Martin Sorrell
|
974%
|
Ordinary Shares
|
738,267
|
£11,201
|
Paul Richardson
|
400%
|
ADRs
|
37,970
|
$4,400
|
Mark Read
|
200%
|
Ordinary Shares
|
65,910
|
£1,000
|
EPSP measures and targets for 2016-2020
Following review, the committee agreed that the EPSP measures and targets that will be applied to awards made in 2016 will be the same as used in 2015 and detailed above.
As set out in the Executive Remuneration Policy, the Committee seeks to align variable remuneration with the key strategic priorities of WPP, maximising the dynamic between pay and performance.
This dynamic is contingent upon the Committee setting challenging targets each year. The following graph and table demonstrate the relationship between pay and performance over the last seven years for the Group chief executive.
Financial year 31st December
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
CEO total remuneration (£000)2
|
7,199
|
11,597
|
11,941
|
17,543
|
29,846
|
42,704
|
70,416
|
|
Year-on-year change in CEO total remuneration
|
63%
|
61%
|
3%
|
47%
|
70%
|
43%
|
65%
|
|
Short-term incentive award against maximum
|
32%
|
95%
|
77%
|
62%
|
82%
|
72%
|
86%
|
|
Long-term incentive award against maximum
|
50%
|
83%
|
46%
|
86%
|
87%
|
100%
|
100%
|
|
Change in annual TSR3
|
66%
|
32%
|
-13%
|
38%
|
56%
|
3%
|
18%
|
|
Change in five-year TSR4
|
10%
|
37%
|
13%
|
45%
|
241%
|
172%
|
135%
|
|
Relative importance of spend on pay
The following table sets out the percentage change in total staff costs, headcount, dividends and share buy-backs.
|
2015
|
2014
|
% change
|
Total staff costs
|
£6,652.6m
|
£6,440.5m
|
+3.29%
|
Headcount – average over the year
|
124,930
|
121,397
|
+2.91%
|
Dividends and share buy-backs
|
£1,133.4m
|
£970.8m
|
+16.75%
|
Relative change in pay for the Group chief executive
The following table summarises the change in the Group chief executive’s base salary and fees, taxable benefits and annual bonus, compared to that of all full-time employees within the Group.
|
Base salary and fees
|
Taxable benefits1,2
|
Annual bonus3
|
Group chief executive
|
0.0%
|
+11.7%
|
+19.2%
|
All employees
|
+3.3%
|
+4.2%
|
+8.5%
|
Non-executive directors’ fees
The fees due to non-executive directors, last reviewed on 1 July 2013, are set out below (£000).
Chairman
|
475
|
Non-executive director
|
70
|
Senior independent director
|
20
|
Chairmanship of Audit or Compensation Committee
|
40
|
Chairmanship of Nomination and Governance Committee
|
15
|
Member of Audit or Compensation Committee
|
20
|
Member of Nomination and Governance Committee
|
10
|
Non-executive directors’ total remuneration received (audited)
The single total figure of remuneration table below details fee payments received by the non-executive directors while they held a position on the Board. During both 2014 and 2015, the Company met the cost (including national insurance and income tax, where relevant) of expenses incurred by the non-executive directors in performing their duties of office, in accordance with the policy set out on the Executive Remuneration Policy table – chairman and non-executive directors page.
In 2015, the disclosable value of the expenses that would be chargeable to UK income tax totalled £148,276 (including £50,735 of national insurance and income tax, where relevant).
|
|
Fees
£000
|
|
2015
|
2014
|
Philip Lader1
|
211
|
475
|
Roberto Quarta2
|
305
|
–
|
Roger Agnelli3
|
114
|
120
|
Jacques Aigrain
|
121
|
110
|
Charlene Begley
|
100
|
96
|
Colin Day1
|
58
|
130
|
Sir John Hood
|
110
|
100
|
Ruigang Li
|
96
|
100
|
Daniela Riccardi
|
88
|
90
|
Jeffrey Rosen1
|
62
|
150
|
Nicole Seligman
|
86
|
90
|
Hugo Shong
|
112
|
120
|
Timothy Shriver
|
106
|
119
|
Sally Susman
|
80
|
80
|
Sol Trujillo
|
106
|
110
|
No compensation for loss of office was paid to non-executive directors who stepped down during the year.
Past directors
During 2015, payments were made to past directors who continued to provide advisory services to the Company. Payments were made to Stanley (Bud) Morten and John Quelch both having stepped down from the Board in June 2013. A payment of £83,726 was made to Mr Morten in respect of advisory services provided to the WPP Group. A payment of £18,176 was made to Mr Quelch in respect of educational presentations he gave to companies within the WPP Group and also in respect of advisory services provided to the WPP Group. A payment of £30,000 was made to John Jackson in respect of his advisory role to WPP, which enables the Company to benefit from his considerable knowledge and experience in the communications and marketing services sector.
Executive directors’ interests (audited)
Executive directors’ interests in the Company’s ordinary share capital are shown in the following table. Other than as disclosed in this table and in the Compensation Committee report, no executive director had any interest in any contract of significance with the Group during the year. Each executive director has a technical interest as an employee and potential beneficiary in shares in the Company held under the ESOPs. More specifically, the executive directors have potential interests in shares related to the outstanding awards under LEAP III and the EPSP in addition to outstanding ESAs. As at 31 December 2015, the Company’s ESOPs (which are entirely independent of the Company and have waived their rights to receive dividends) held in total 17,154,359 shares in the Company (17,861,766 in 2014).
|
|
|
|
Outstanding scheme interests
|
Director
|
|
Total share
interests
(including
charitable
foundation) |
Total beneficial interests and deferred
awards1
|
Deferred awards
(without
performance
conditions vested
but
unexercised,
included in
Total beneficial)2
|
Shares without
performance
conditions
(unvested)3,4
|
Shares with
performance
conditions
(unvested)5,6
|
Total
unvested
shares
|
Sir Martin Sorrell7
|
At 31 Dec 2015
|
22,394,954
|
18,869,018 |
8,773,456
|
273,0383
|
8,349,5285
|
8,622,566 |
|
At 15 Apr 2016
|
24,547,301
|
21,021,365 |
8,773,456
|
113,3474
|
4,793,7336
|
4,907,080 |
Paul Richardson
|
At 31 Dec 2015
|
920,265
|
920,265 |
–
|
113,9353
|
1,544,2605
|
1,658,195 |
|
At 15 Apr 2016
|
1,000,265
|
1,000,265 |
–
|
49,0854
|
1,042,5406
|
1,091,625 |
Mark Read
|
At 31 Dec 2015
|
120,713
|
120,713 |
–
|
54,3093
|
479,6495
|
533,958 |
|
At 15 Apr 2016
|
120,713
|
120,713 |
–
|
23,2634
|
328,8196
|
352,082 |
Share ownership guidelines
As detailed in the Executive Remuneration Policy, the executive directors are required to achieve a minimum level of share ownership of WPP shares. The Group chief executive and Group finance director are required to hold shares to the value of 600% and 300% of base salary and fees respectively.
At the end of 2015, and at the date of this Compensation Committee report, all executive directors exceeded their respective share ownership guidelines by a substantial margin.
Non-executive directors’ interests (audited)
Non-executive directors’ interests in the Company’s ordinary share capital are shown in the following table. Except as disclosed in this table and in the Compensation Committee report, no non-executive director had any interest in any contract of significance with the Group during the year.
Non-executive director
|
Total interests at 31 December 2015 or Board retirement date, if earlier
|
Total interests at 15 April 2016
|
Philip Lader1
|
11,950
|
n/a
|
Roberto Quarta
|
19,000
|
21,800
|
Roger Agnelli2
|
–
|
–
|
Jacques Aigrain
|
9,000
|
9,000
|
Charlene Begley
|
1,000
|
2,140
|
Colin Day1
|
15,240
|
n/a
|
Sir John Hood
|
–
|
–
|
Ruigang Li
|
4,000
|
4,000
|
Daniela Riccardi
|
–
|
–
|
Jeffrey Rosen1
|
12,000
|
n/a
|
Nicole Seligman
|
3,750
|
3,750
|
Hugo Shong
|
–
|
–
|
Timothy Shriver
|
10,070
|
10,070
|
Sally Susman
|
–
|
–
|
Sol Trujillo
|
10,000
|
10,000
|
Outstanding share-based awards
Executive Share Awards (ESAs) held by executive directors
All Executive Share Awards granted under the Restricted Stock Plan are made on the basis of satisfaction of previous performance conditions and are subject to continuous employment until the vesting date. The table does not include the 2015 ESAs as these will not be granted until after publication of this Annual Report. Unless otherwise noted, awards are made in the form of WPP ordinary shares.
|
|
Grant
date
|
Share/ADR price on grant date
|
No. of Shares/ADRs
granted2
|
Face value on grant
date
000
|
Additional shares granted in lieu of dividends
|
Total shares vesting
|
Vesting date
|
Shares / ADR price on vesting
|
Value on vesting 000
|
Sir Martin Sorrell
|
2012 ESA
|
30.05.13
|
£11.6450
|
132,139
|
£1,539
|
7,095
|
139,234
|
09.03.15
|
£15.6105
|
£2,174
|
|
2013 ESA
|
27.05.14
|
£12.8850
|
159,691
|
£2,058
|
–
|
–
|
06.03.16
|
–
|
–
|
|
2014 ESA
|
27.05.15
|
£15.8350
|
113,347
|
£1,795
|
–
|
–
|
06.03.17
|
–
|
–
|
Paul Richardson1
|
2012 ESA
|
30.05.13
|
$88.3100
|
12,575
|
$1,110
|
664
|
13,239
|
09.03.15
|
$117.3730
|
$1,554
|
|
2013 ESA
|
27.05.14
|
$108.100
|
12,970
|
$1,402
|
–
|
–
|
06.03.16
|
–
|
–
|
|
2014 ESA
|
27.05.15
|
$121.720
|
9,817
|
$1,195
|
–
|
–
|
06.03.17
|
–
|
–
|
Mark Read
|
2012 ESA
|
30.05.13
|
£11.6450
|
24,452
|
£285
|
1,312
|
25,764
|
09.03.15
|
£15.6105
|
£402
|
|
2013 ESA
|
27.05.14
|
£12.8850
|
31,046
|
£400
|
–
|
–
|
06.03.16
|
–
|
–
|
|
2014 ESA
|
27.05.15
|
£15.8350
|
23,263
|
£368
|
–
|
–
|
06.03.17
|
–
|
–
|
Long-term incentive plans – Leadership Equity Acquisition Plan III
The following table summarises all of the awards outstanding under LEAP III.
Name
|
Award date
|
Investment and performance period
|
Number of investment shares/ADRs
|
Share/ADR price on grant date
|
Maximum number of matching units at
1 Jan 20152
|
During 2015
|
Maximum number of matching units at 31 Dec 2015
|
Share/ADR price on vesting
|
Value on vest/deferral date
000
|
Granted/ (Lapsed) units
|
Additional dividend shares
|
Vested or deferred shares
|
Sir Martin Sorrell
|
|
24.11.10
|
01.01.10 – 31.12.14
|
416,666
|
£7.2475
|
2,083,330
|
(0)
|
243,615
|
2,326,945
|
–
|
£15.4887
|
£36,041
|
|
07.12.11
|
01.01.11 – 31.12.15
|
711,159
|
£6.6475
|
3,555,795
|
–
|
–
|
–
|
3,555,795
|
–
|
–
|
|
10.12.12
|
01.01.12 – 31.12.16
|
431,034
|
£8.5975
|
2,155,170
|
–
|
–
|
–
|
2,155,170
|
–
|
–
|
Paul Richardson
|
|
24.11.10
|
01.01.10 – 31.12.14
|
100,968
|
£7.2475
|
504,840
|
(0)
|
59,030
|
563,870
|
–
|
£15.4887
|
£8,734
|
|
07.12.11
|
01.01.11 – 31.12.15
|
100,344
|
£6.6475
|
501,720
|
–
|
–
|
–
|
501,720
|
–
|
–
|
|
10.12.121
|
01.01.12 – 31.12.16
|
15,517
|
$69.2500
|
77,585
|
–
|
–
|
–
|
77,585
|
–
|
–
|
Mark Read
|
|
24.11.10
|
01.01.10 – 31.12.14
|
25,281
|
£7.2475
|
126,405
|
(0)
|
14,780
|
141,185
|
–
|
£15.4887
|
£2,187
|
|
07.12.11
|
01.01.11 – 31.12.15
|
30,166
|
£6.6475
|
150,830
|
–
|
–
|
–
|
150,830
|
–
|
–
|
|
10.12.12
|
01.01.12 – 31.12.16
|
23,276
|
£8.5975
|
116,380
|
–
|
–
|
–
|
116,380
|
–
|
–
|
Long-term incentive plans – Executive Performance Share Plan
The following table summarises all of the awards outstanding under Executive Performance Share Plan.
|
Grant date
|
Performance period
|
Maximum number of nil cost options over shares/ADRs awarded2
|
Share/ADR price on grant date
|
During 2015
|
Maximum number of nil cost options over shares/ADRs at 31 Dec 2015
|
Options vested/ (lapsed)
|
Additional dividend shares
|
Options exercised or deferred
|
Sir Martin Sorrell
|
28.06.13
|
01.01.13-31.12.17
|
1,032,540
|
£10.8480
|
–
|
–
|
–
|
1,032,540
|
|
04.06.14
|
01.01.14-31.12.18
|
867,756
|
£12.9080
|
–
|
–
|
–
|
867,756
|
|
09.06.15
|
01.01.15-31.12.19
|
738,267
|
£15.1720
|
–
|
–
|
–
|
738,267
|
Paul Richardson1
|
28.06.13
|
01.01.13-31.12.17
|
52,026
|
$83.4186
|
–
|
–
|
–
|
52,026
|
|
04.06.14
|
01.01.14-31.12.18
|
40,927
|
$107.9960
|
–
|
–
|
–
|
40,927
|
|
09.06.15
|
01.01.15-31.12.19
|
37,970
|
$115.8800
|
–
|
–
|
–
|
37,970
|
Mark Read
|
28.06.13
|
01.01.13-31.12.17
|
78,355
|
£10.8480
|
–
|
–
|
–
|
78,355
|
|
04.06.14
|
01.01.14-31.12.18
|
68,174
|
£12.9080
|
–
|
–
|
–
|
68,174
|
|
09.06.15
|
01.01.15-31.12.19
|
65,910
|
£15.1720
|
–
|
–
|
–
|
65,910
|
Full details of the 2015 EPSP award, including performance measures and targets, can be found on the Long-term incentives (audited) page.