FOR IMMEDIATE RELEASE ��������������������������������������������������������� 27 November 2020
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WPP plc ("WPP")
Executive Performance Share Awards
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The Executive Performance Share Plan (EPSP) is WPP's long term incentive scheme approved by shareholders at the 2013 Annual General Meeting. On 24 November 2020, awards were made to the 2020 participants which comprise WPP's two Executive Directors, 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 | 460,464 |
| John Rogers | 299,554 |
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Awards take the form of nil-cost options, which are exercisable over WPP shares or ADRs and the amounts stated represent the maximum possible opportunity.�
The extent to which awards become exercisable in 2023 will depend on WPP's performance over the three-year performance period from 1 January 2020 to 31 December 2022.�
Awards are subject to three equally weighted performance conditions: three-year average Return on Invested Capital (ROIC), cumulative Adjusted Free Cash Flow (AFCF), and relative Total Shareholder Return (TSR).� Achieving the threshold performance requirement will result in a vesting opportunity of 20% for that element. The vesting opportunity will increase on a straight-line basis to 100% of the award for maximum performance.�
In approving these awards and performance conditions, the WPP Compensation Committee considered a broad range of factors taking into account feedback collected through consultation with shareholders.�
Notes
1)�� Consultation was undertaken with shareholders in November 2020 following an undertaking given in our 2019 Compensation Committee Report
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 a conditional 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
Contact:
Chris Wade, WPP
+44 (0)20 7282 4600
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Richard Oldworth, Buchanan Communications
+44 (0)7710 130634
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| 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 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) |
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| d) | Aggregated information -���� Aggregated number -���� Aggregated Price -���� Total | N/A (single transaction) � | ||||||||
| e) | Date of the transaction | 24 November 2020 | ||||||||
| f) | Place of the transaction | London Stock Exchange (XLON) | ||||||||
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| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||||||
| a) | Name� | John Rogers | ||||||||
| 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 conditional awards 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 | 24 November 2020 | ||||||||
| f) | Place of the transaction | London Stock Exchange (XLON) | ||||||||
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