Implementation report

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

¹ Appointed to the Compensation Committee at the WPP Board meeting
held on 9 February 2015.

² Retired from the Compensation Committee on 10 October 2015.

³ Roger Agnelli tragically died on 19 March 2016.

⁴ Retired from the WPP Board on 9 June 2015, following the AGM.

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.

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

¹ Any US dollar amounts received in 2015 have been converted into sterling at an exchange rate of $1.5288 to £1.

² Paul Richardson’s base salary figure is denominated in US dollars other than his fee for directorship of WPP plc which amounts to £100,000. There has been no change in base salary over 2014 and differences to the 2014 value are due to a change in exchange rates.

³ Mark Read’s remuneration figures have been pro-rated to align with the time spent as an Executive Director of WPP. The long-term incentive figure has been pro-rated to reflect the 4 years and 1 month of the 5-year performance period in which Mark Read served as a member of the WPP Board. There was no short-term incentive entitlement in relation to his time on the Board in 2015. Mark Read stepped down from the WPP Board on 27 January 2015.

⁴ Details of benefits are set out on the Fixed elements of remuneration (audited) page. The 2014 benefits figure for Sir Martin Sorrell has been adjusted to reflect his personal decision to repay a sum of £274,000 in respect of spousal travel costs.

⁵ Sir Martin Sorrell receives payments in accordance with the approval granted by share owners of amounts equal to the dividends that would be payable during 2015 totaling £1,545,340, £1,288,191 during 2014, in respect of the shares reflected in the UK and US Deferred Stock Units Awards Agreements, these agreements that now comprise the awards granted under the Capital Investment Plan in 1995.

⁶ This is the aggregate amount awarded for the 2015, and 2014, financial years’ performance. The awards are delivered equally in a deferred share bonus in the form of an ESA which vests two years from the date of grant subject to continued employment and cash.

⁷ This is the value of the 2011, and 2010, LEAP awards which vested in 2016, and 2015, following the end of the five-year performance period on 31 December 2015, and 31 December 2014.

Fixed elements of remuneration (audited)

Base salary and fees

¹ Mark Read’s base salary and fees value represent the prorated amount up to his retirement from the Board on 27 January 2015.

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:

Contractual pension (% of base salary and fees)		2015 Pension £000
Sir Martin Sorrell	40%	460
Paul Richardson	30%	216
Mark Read1	15%	5

¹ Mark Read’s benefit and pension values represent the prorated amount up to his retirement from the Board on 27 January 2015.

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)

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)

2015 financial objectives (70% of the award)

• Like for like headline PBT growth ^(1/3)
• Constant currency headline net sales margin improvement ^(1/3)
• Like for like growth in net sales ^(1/3)

Performance against individual strategic objectives (30% of the award)

¹ Figure relates to 30% of the 435% maximum bonus potential for Sir Martin Sorrell.

² Figure relates to 30% of the 300% maximum bonus potential for Paul Richardson.

2015 short-term incentive plan awards

Based on the performance set out above, the short-term incentive award for each executive was:

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.

¹ Mark Read was an executive director of WPP plc until 27 January 2015. Accordingly, his LEAP award shown in the table represents the prorated amount of his total award.

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:

¹ The ROE measure for EPSP awards issued in 2013 and 2014 was a 10% to 14% average return.

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).

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.

Aligning pay and performance

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.

Historical TSR performance¹
Value of hypothetical £100 holding

• WPP
• FTSE 100

¹ Growth in the value of a hypothetical £100 holding of WPP ordinary shares over seven years against an equivalent holding in the FTSE 100 (the broad market equity index of which WPP is a constituent) based on one-month average of trading day values. Source: DataStream.

² Calculated using the single figure methodology.

³ TSR calculated using a one-month trading day average, consistent with the data shown in the graph.

⁴ TSR calculated using a six-month averaging period, consistent with the calculation methodology under LEAP/EPSP.

Relative importance of spend on pay

The following table sets out the percentage change in total staff costs, headcount, dividends and share buy-backs.

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.

¹ Taking into account the worldwide structure and size of the Group, and given the need to calculate benefits on the basis that an individual is resident in the UK for tax purposes, collating data on all employees was not practicable. As a result, the population for the taxable benefits consists of UK employees only.

² The taxable benefits percentage figure for the Group chief executive is calculated using the figure post his election to repay a sum of £274,000 in respect of spousal travel costs incurred in 2014.

³ The annual bonus data for the Group chief executive uses the short-term incentive figures set out on the Fixed elements of remuneration (audited) page.

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

¹ Retired from the WPP Board following the 2015 AGM (9 June 2015).

² Received no fees in 2014.

³ Roger Agnelli tragically died on 19 March 2016.

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).

¹ Shares held outright together with shares due pursuant to awards that have vested but receipt of which have been deferred with share owner approval (see footnote 2).

² Shares (1) pursuant to the vesting of awards under Renewed LEAP (namely the 2004 and 2005 awards, part of the 2006 award, the 2007 award the UK portion of the 2009 Award) and (2) which originally formed part of the Capital Investment Plan (an award made in 1995, which vested in 1999, in respect of 4,691,392 shares in total, some of which have been received by Sir Martin Sorrell) and which now comprise the share owner-approved UK and US Deferred Stock Units Awards Agreements. The receipt of all of these awards has been deferred until November 2017 in accordance with share owner approval. Dividend shares will be due on the exercise of these options.

³ Shares due pursuant to the 2013 and 2014 Executive Stock Awards, full details of which can be found in the Outstanding share-based awards section. Additional dividend shares will be due on vesting.

⁴ Shares due pursuant to the 2014 Executive Stock Awards, full details of which can be found in the Outstanding share-based awards section. Additional dividend shares will be due on vesting.

⁵ Maximum number of shares due on vesting pursuant to the outstanding LEAP III and EPSP awards, full details of which can be found in the Outstanding share-based awards section. Additional dividend shares will be due on vesting.

⁶ As noted at footnote 5 above, less the maximum due under the 2011 LEAP III Award, which vested on 14 March 2016 (full details can be found in the Long-term incentives section).

⁷ The JMCMRJ Sorrell Charitable Foundation is interested in 3,525,936 ordinary shares. Sir Martin Sorrell has no beneficial interest in these shares.

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

¹ Retired from the WPP Board following the 2015 AGM (9 June 2015), share interests pre-retirement.

² Roger Agnelli tragically died on 19 March 2016.

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.

¹ Paul Richardson’s ESAs were granted in respect of ADRs.

² Dividend shares will be due on these awards.

Long-term incentive plans – Leadership Equity Acquisition Plan III

The following table summarises all of the awards outstanding under LEAP III.

¹ Paul Richardson’s 2012 LEAP award was granted in respect of ADRs.

² Dividend shares will be due on these awards.

Long-term incentive plans – Executive Performance Share Plan

The following table summarises all of the awards outstanding under Executive Performance Share Plan.

¹ Paul Richardson’s EPSP awards were granted in respect of ADRs.

² Dividend shares will be due on these awards.

Full details of the 2015 EPSP award, including performance measures and targets, can be found on the Long-term incentives (audited) page.