FOR IMMEDIATE RELEASE 9 MAY 2023
WPP plc ("WPP")
Executive Share Awards
WPP's Executive Director's annual bonus for 2022 was delivered in the form of a cash award and a deferred share award comprising 40% of the total bonus achieved. The Executive Share Award (ESA) will vest after two years, subject to continued employment.
The 2022 ESA award was granted on 4 May 2023 as follows:
|
Executive Director |
Number of shares awarded |
|
Mark Read |
106,264 |
As announced on 8 November 2022, Joanne Wilson has been granted awards under the WPP Share Plans. The awards are to compensate Joanne for share incentives from her previous employer that she forfeited on joining WPP and vest between May 2023 and March 2025. These awards are no more generous in amount or deferral schedule than the awards forfeited by Joanne and are subject to performance conditions, where indicated.
Joanne has also received a 2023 award under the Executive Performance Share Plan (EPSP) in the form of nil-cost options, which are exercisable over WPP shares. The amount stated represents the maximum possible opportunity.
The extent to which the award becomes exercisable in 2026 will depend on WPP's performance over the three-year performance period from 1 January 2023 to 31 December 2025.
EPSP awards are subject to three equally weighted performance measures: average Return on Invested Capital (ROIC), cumulative Adjusted Free Cash Flow (AFCF), and relative Total Shareholder Return (TSR). Achieving threshold performance will result in a vesting opportunity of 20% of the award. The vesting opportunity will increase on a straight-line basis to 100% of the award for maximum performance.
|
Executive Director |
Number of shares/nil cost options awarded |
Vesting Date |
|
Joanne Wilson |
7,950 |
12 May 2023 |
|
27,212 |
10 March 20241 |
|
|
12,088 |
10 March 20241 |
|
|
16,901 |
2 December 2024 |
|
|
92,041 |
10 March 20251 |
|
|
240,645 |
15 March 2026 |
Notes
1) Awards vesting in March 2024 are subject to the same performance conditions as the 2021 EPSP and the award vesting in March 2025 is subject to the same performance conditions as the 2022 EPSP.
2) These awards were made in accordance with the terms of the 2020 Directors' Compensation Policy as approved by shareholders on 10 June 2020
3) To the extent that each element of an award does not vest at the end of the three- year performance period it will lapse
4) Additional shares will be awarded at vesting in lieu of dividends on the shares that vest
5) Awards to Executive Directors are subject to an additional two-year post-vesting holding period
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
|||||||||
|
a) |
Name |
Mark Read |
||||||||
|
b) |
Position/status |
Chief Executive Officer |
||||||||
|
c) |
Initial notification/ |
Initial notification |
||||||||
|
2. |
Details of the issuer |
|||||||||
|
a) |
Full name of the entity |
WPP plc |
||||||||
|
b) |
Legal Entity Identifier code |
549300LSGBXPYHXGDT93 |
||||||||
|
3. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||||
|
a) |
Description of the financial instrument |
Ordinary shares of 10 pence each ('Ordinary Shares') ISIN: JE00B8KF9B49 |
||||||||
|
b) |
Nature of the transaction |
Grant of conditional awards over WPP plc ordinary shares under the WPP plc Stock Plan 2018 |
||||||||
|
c) |
Price(s) and volume(s) (Number of WPP ordinary shares or WPP ADRs sold or purchased and price per share/ADR) |
|
||||||||
|
d) |
Aggregated information - Aggregated number - Aggregated Price - Total |
N/A (single transaction)
|
||||||||
|
e) |
Date of the transaction |
4 May 2023 |
||||||||
|
f) |
Place of the transaction |
London Stock Exchange (XLON) |
||||||||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
|||||||||
|
a) |
Name |
Joanne Wilson |
||||||||
|
b) |
Position/status |
Chief Financial Officer |
||||||||
|
c) |
Initial notification/ |
Initial notification |
||||||||
|
2. |
Details of the issuer |
|||||||||
|
a) |
Full name of the entity |
WPP plc |
||||||||
|
b) |
Legal Entity Identifier code |
549300LSGBXPYHXGDT93 |
||||||||
|
3. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||||
|
a) |
Description of the financial instrument |
Ordinary shares of 10 pence each ('Ordinary Shares') ISIN: JE00B8KF9B49 |
||||||||
|
b) |
Nature of the transaction |
Grant of nil cost options and conditional awards over WPP plc ordinary shares under the WPP plc Executive Performance Share Plan and WPP plc Stock Plan 2018 |
||||||||
|
c) |
Price(s) and volume(s) (Number of WPP ordinary shares or WPP ADRs sold or purchased and price per share/ADR) |
|
||||||||
|
d) |
Aggregated information - Aggregated number - Aggregated Price - Total |
N/A |
||||||||
|
e) |
Date of the transaction |
4 May 2023 |
||||||||
|
f) |
Place of the transaction |
London Stock Exchange (XLON) |
||||||||
This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.
Balbir Kelly-Bisla
Group Company Secretary
Contact for further information:
Chris Wade, WPP
+44 (0)20 7282 4600
About WPP
WPP is the creative transformation company. We use the power of creativity to build better futures for our people, clients and communities. For more information, visit www.wpp.com.
END
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