FOR IMMEDIATE RELEASE 13 March 2024
WPP plc ("WPP")
Executive Performance Share Awards
On 12 March 2024, awards were made to the 2024 participants which comprise WPP's Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer as set out in the table below, and other select senior executives within the Group's operating companies.
| Executive Director | Number of shares awarded |
| Mark Read | 617,709 |
| Joanne Wilson | 312,588 |
| Andrew Scott | 306,251 |
Awards take the form of nil-cost options or conditional awards of performance shares, which are exercisable over WPP shares or ADRs and the amounts stated represent the maximum possible opportunity.
The extent to which awards become exercisable or vest in 2027 will depend on WPP's performance over the three-year performance period from 1 January 2024 to 31 December 2026.
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 sliding scale basis to 100% of the award for maximum performance.
Notes
1) These awards were made in accordance with the terms of the 2023 Directors' Compensation Policy as approved by shareholders on 17 May 2023
2) To the extent that each element of a conditional award does not vest at the end of the three- year performance period it will lapse
3) Additional shares will be awarded at vesting in lieu of dividends on the shares that vest
4) 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 award over WPP plc ordinary shares under the WPP plc Executive Performance Share Plan | ||||||||
| 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 | 11 March 2024 | ||||||||
| 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 award over WPP plc ordinary shares under the WPP plc Executive Performance Share Plan | ||||||||
| 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 | 11 March 2024 | ||||||||
| f) | Place of the transaction | London Stock Exchange (XLON) | ||||||||
| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||||||
| a) | Name | Andrew Scott | ||||||||
| b) | Position/status | Chief Operating 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 award over WPP plc ordinary shares under the WPP plc Executive Performance Share Plan | ||||||||
| 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 | 11 March 2024 | ||||||||
| 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, planet clients and communities. For more information, visit www.wpp.com.
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