How we behave and how we’re rewarded

Implementation report

This section of the Compensation Committee report (entitled the Implementation report) contains details of how the Company’s Executive Remuneration Policy was implemented in 2014. 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 2014 executive remuneration together with a summary of pay across the Group.

Governance in relation to compensation

No. of meetings attended in 2014 by Compensation Committee members
Compensation Committee members No. of meetings attended in 2014
1 Appointed to the committee on 1 January 2014.
Sir John Hood1 (Chairman from 22 July 2014) 6
Roger Agnelli 6
Jacques Aigrain 6
Colin Day 5
Ruigang  Li 4
Daniela Riccardi 6
Jeffrey Rosen (Chairman until 22 July 2014) 6
Nicole Seligman1 5
Hugo Shong 5
Tim Shriver 4
Sol Trujillo 6

Sir John Hood and Nicole Seligman were appointed as non-executive directors of the Company and members of the committee with effect from 1 January 2014, subject to the confirmation of their appointment by share owners at the AGM. Roberto Quarta was appointed as a non-executive director of the Board and a member of the Compensation Committee with effect from 1 January 2015, subject to the confirmation of his appointment by share owners at the AGM, in June 2015.

During 2014, the Compensation Committee met six 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, rapturecity.info/wpp/about/howwebehave/governance/, 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 will invite 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 retain Towers Watson to act as independent advisors. 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. 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.

Towers Watson provides limited pay survey services at a Group level, and some of the operating companies may engage advisors, including Towers Watson, at a local level. In 2014, Towers Watson received fees of £86,000 in relation to the provision of advice to the committee. The committee also receives external legal advice, where required, to assist it in carrying out its duties.

Statement of share owner voting

During the period immediately preceding the 2014 AGM there was limited consultation with share owners due to the extensive consultation that took place prior to the 2013 AGM and since no subsequent changes had been made to the Executive Remuneration Policy or Practices. The level of voting in favour of the remuneration resolutions was similar to that received in 2013. While the overall level of support remains lower than we might hope for, the committee remains aware of the reasons why some share owners feel unable to support our resolutions.

In particular, in respect of 2013, some share owners were generally concerned at the overall level of pay for the executive directors. While large, compensation levels were driven by the maturing of a five-year LEAP award and the rise 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) and LEAP III when it was approved in 2009. Furthermore, 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.

Share owner voting
  Votes for   Votes against   Votes cast Votes withheld
Resolution Number % Number % Number Number
To approve the Implementation report of the Compensation Committee  
693,866,904
 
81.75%
 
154,850,579
 
18.25%
 
848,717,483
 
117,037,192
To approve the Executive Remuneration Policy  
707,427,918
 
81.93%
 
156,032,836
 
18.07%
 
863,460,754
 
102,293,921

There have not been any changes to the Executive Remuneration Policy approved by share owners, and no substantive changes to the manner of its implementation, during 2014, with none planned for 2015.

Executive directors’ total remuneration received (audited)

Single total figure of remuneration in 2014 and 2013

Single total figure of remuneration in 2014 and 2013
    Base salary and fees Benefits2 DEPs3 Pension Short-term incentives4 Long-term incentives5 Total annual remuneration
    £000 £000 £000 £000 £000 £000 £000

1 Any US dollar amounts received in 2014 have been converted into sterling at an exchange rate of $1.6475 to £1.

2 Details of benefits are set out below.

3 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 2014 totaling £1,288,191 (£1,100,578 during 2013) in respect of the shares reflected in the UK and US Deferred Stock Units Awards Agreements (which are the agreements that now comprise the awards granted under the Capital Investment Plan in 1995).

4 This is the aggregate amount awarded for the 2014 (and 2013) financial years’ performance. The awards are delivered equally in a deferred share bonus in the form of an ESA (which vests two years from date of grant subject to continued employment) and cash.

5 This is the value of the 2010 (and 2009) LEAP Awards which vested in 2015 (and 2014) following the end of the five-year performance period on 31 December 2014 (and 31 December 2013).

Sir Martin Sorrell1 2014 1,150 453 1,288 456 3,590 36,041 42,978
  2013 1,150 350 1,101 460 4,115 22,670 29,846
Paul Richardson1 2014 674 67 202 1,542 8,734 11,219
  2013 698 107 210 1,753 6,408 9,176
Mark Read 2014 440 8 63 737 2,187 3,435
  2013 433 11 54 800 1,698 2,996

Fixed elements of remuneration (audited)

Base salary and fees

Base salary and fees
  Effective/review date Contractual salary and fees
000
Base salary and
fees received in 2014
000

1 In accordance with Sir Martin Sorrell’s contract of employment, 40% of his salary is paid in US dollars. Due to the fluctuations in the US dollar:sterling exchange rates in the year, retranslating the amounts paid at the exchange rate of $1.6475 to £1 gives a total of £1,140,923 ($1.5646 to £1 gave a total of £1,164,818 in 2013).

2 Next review due to take place with effect 1 July 2015.

Sir Martin Sorrell1 1 Jan 2015 £1,150 £1,141
Paul Richardson2 1 July 2013 $945 and £100 $945 and £100
Mark Read2 1 July 2013 £440 £440

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 every 24 months. Sir Martin Sorrell’s salary was reviewed by the Compensation Committee in December 2014. The committee decided that his base salary should remain at the level set at 1 January 2013.

Benefits, dividend equivalent payments and pension

Benefits, dividend equivalent payments and pension
  2014 Benefits
£000
2014 DEPs
£000
Sir Martin Sorrell 453 1,288
Paul Richardson 67
Mark Read 8

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 detailed in the numbers above include car and/or car allowance, healthcare, life assurance, long-term disability allowance, spousal travel costs 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 £1,288,191 (£1,100,579 during 2013) which are due on certain of Sir Martin Sorrell’s deferred share awards. The following table provides a break down of the key taxable benefits for 2014:

breakdown of the key taxable benefits in respect of 2014
  Car benefits
£000
Healthcare
£000
Spousal travel
£000
Accommodation
allowance
£000
Other expenses
£000
Sir Martin Sorrell 36 50 274 50 43
Paul Richardson 22 11 11 23
Mark Read 3 5
breakdown of the key taxable benefits in respect of 2014
  Contractual pension 2014 Pension
£000
Sir Martin Sorrell 40% 456
Paul Richardson 30% 202
Mark Read 15% 63

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 provision in the last year. Sir Martin Sorrell and Mark Read’s pension contributions are lower than the contractual amount due to the impact of exchange rates and the deduction of employer’s national insurance contributions respectively.

Variable elements of pay (audited)

Short-term incentive

This section summarises the Compensation Committee’s assessment of the Executive Directors’ performance during 2014 under the short-term incentive plan.

2014 short-term incentive plan outcome (percentages expressed relative to base salary and fees)

2014 short-term incentive plan outcome (percentages expressed relative to salary and fees)

Actual short-term incentive received Attributed to financial objectives Attributed to individual
objectives
Total 2014 short-term incentive
000
Sir Martin Sorrell 312% 190% 122% £3,590
Paul Richardson 217% 157% 60% £1,542
Mark Read 167% 117% 50% £737

According to our policy, 50% of the 2014 short-term incentive will be delivered in the form of shares as an Executive Share Award (ESA) with a two-year deferral requirement.

Performance against financial objectives (70% of the award)

Performance against all financial objectives is calculated on a pro forma (“like-for-like”) basis in constant currency. The key financial short-term incentive plan (STIP) objectives for all the executive directors are consistent with 2013 and provide a robust basis for assessing financial achievement.

As illustrated below, the 2014 financial performance of the Group and WPP Digital was very strong. For the Group CEO and CFO, strong PBT and net sales growth produced performance above target, achieving 72% and 83% of the maximum award respectively. The net sales margin resulted in target performance equivalent to 60% of the very ambitious maximum. WPP Digital performance was very strong against both operating profit and revenue targets and solid against the margin improvement target.

Group performance (CEO and CFO)

Performance

2014 financial objectives

Group performance (CEO and CFO). Headline PBT growth (1/3): Threshold: 2.5%; Performance: 7.2%; Maximum: 10%; Vesting (% of target): 144%; Net sales margin improvement (1/3): Threshold: 0%; Performance: 0.3%; Maximum: 0.5%; Vesting (% of target): 100%; Growth in net sales (1/3): Threshold: 2.0%; Performance: 3.3%; Maximum: 4.0%; Vesting (% of target): 110%;

WPP Digital performance (CEO WPP Digital)

Performance

2014 financial objectives

WPP Digital performance (CEO WPP Digital). WPP Digital operating profit growth: Above maximum; Vesting (% of target): 150% (max); WPP Digital revenue: Between target and maximum; Vesting (% of target): 116%; WPP Digital headline margin improvement: Just before target; Vesting (% of target): 90%;

WPP Digital is a collection of subsidiary companies and as such the financial data is not in the public domain. While the Company wishes to be as transparent as possible, due to concerns regarding commercial sensitivity, WPP Digital achievement data is presented more generally.

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

Performance against individual strategic objectives (worth 30% of the award)
Executive director Personal measure 2014 (30%) Clarification of measures   Maximum potential (% of base salary and fees) Award
received (% of base salary and fees)
Sir Martin Sorrell Leadership planning Actively manage the process of strengthening the Group’s senior leadership teams through internal development, promotions, transfers and external hires
131% 122%
Strategic planning & execution Key focus areas include maintaining creative excellence; driving strategy in the digital, data, analytics and new markets; and developing and expanding global client teams Regional, Sub-Regional and Country Managers; and driving efficient structures and processes
Paul Richardson Working capital management Improve year-on-year rolling average net working capital as a percentage of the annual revenue trend
90% 60%
IT transformation Implement a transformational program of outsourcing IT services to produce enhanced service and cost savings in future years
Mark Read Strategic digital positioning Drive the digital share of Group revenues across all key digital revenue categories
60% 50%
Digital reputation Demonstrate to all key stakeholders the quality and breadth of WPP’s digital expertise
Digital asset acquisition and integration Champion the acquisition of high quality digital assets and integrate or partner these with existing companies to maximise effectiveness
Cross-Group co-operation on digital initiatives Lead activities to increase the cooperation of businesses across the Group to leverage skills and maximize the benefit for clients

2014 short-term incentive plan awards

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

Short-term incentive award for each executive

Base salary and fees
000
Target bonus % of base salary and fees Maximum bonus % of base salary and fees 2014 award
% of target
Total 2014 short-term incentive award
000
Sir Martin Sorrell £1,150 217.5% 435% 144% £3,590
Paul Richardson $945 + £100 200.0% 300% 109% £1,542
Mark Read £440 134.0% 200% 126% £737

As noted above, 50% of the 2014 bonus is delivered in the form of WPP shares as an ESA. These shares were 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 2015

The committee has reviewed the performance objectives and weightings for 2015 to ensure continued alignment with Company strategy. The weighting of financial objectives (70%) and individual strategic objectives (30%) will remain unchanged as will the Group financial objectives of Headline PBT growth, net sales margin improvement and net sales growth. However, the associated targets have been updated to reflect 2015 performance expectations. Mark Read stood down from the Board of WPP on 1 February 2015. Therefore, his 2015 objectives will be set in reference to his new role and are out of scope of this report.

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)

2010 – 2014 LEAP III awards vesting

The 2010 awards were granted under LEAP III, the long-term incentive plan which in 2013 was replaced by the EPSP. Vesting of 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 91% 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 172.5% which means that a shareholding of £100 at the start of the period would be worth £272.50 at the end, including reinvested dividends. 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 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 of 500%, equating to 100% of the maximum award.

Number of shares vesting for WPP executives
  Number of shares vesting Share price
on vesting
£
Value of match at grant price
of £7.2475
£000
Value added due
to share price appreciation
and dividends
£000
2014 Long-term incentives
£000
Sir Martin Sorrell 2,326,945 15.4887 16,865 19,176 36,041
Paul Richardson 563,870 15.4887 4,087 4,647 8,734
Mark Read 141,185 15.4887 1,023 1,164 2,187

2014 EPSP awards granted

In 2014, all three executive directors, along with a select number of senior managers within the Group, were granted awards under the Executive Performance Share Plan (EPSP). The 2014 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 2014 as follows:

Performance measured over the five financial years starting in 2014
Measure Total Shareowner 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 10% – 14% annual average
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 2018

As in previous years, WPP’s TSR performance is compared to companies representing our most relevant, listed global competitors, weighted by market capitalisation. In 2014, 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 4 June 2014 at the preceding five-day average share price of £12.908 (ordinary shares) or $107.996 (ADRs).

interests awarded on 4 June 2014 at the preceding five-day average share price of £12.908 (ordinary shares) or $107.996 (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 867,756 £11,201
Paul Richardson 400% ADRs 40,927 $4,420
Mark Read 200% Ordinary shares 68,174 £880

EPSP measures and targets for 2015-2019

The committee has reviewed the performance measures and weightings for 2015 awards to ensure continued alignment with Company strategy over the longer term. The measures and their respective weightings will not change, nor will the targets or comparator group for the EPS and TSR measures. The ROE performance range has been increased to an average of 15% – 18%, reflecting the strong performance over the last two years and future expectations. This will be measured as the average annual achievement over the five-year performance period.

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, therefore 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 six years for the Group chief executive.

Historical TSR performance1 Value of hypothetical £100 holding

Historical TSR performance, Value of hypothetical £100 holding. WPP: £423 at 2014; FTSE 100: £191 at 2014;
  • WPP
  • FTSE 100

Value of a hypothetical £100 investment

the relation between pay and performance over the last six years for the Group chief executive
Financial year 31st December 2009 2010 2011 2012 2013 2014

1 Growth in the value of a hypothetical £100 holding of WPP ordinary shares over six 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.

CEO total remuneration (£000)2 7,199 11,597 11,941 17,543 29,846 42,969
Year-on-year change in CEO total remuneration 63% 61% 3% 47% 70% 44%
Short-term incentive award against maximum opportunity 32% 95% 77% 62% 82% 72%
Long-term incentive award against maximum opportunity 50% 83% 46% 86% 87% 100%
Change in annual TSR3 66% 32% -13% 38% 56% 3%
Change in five-year TSR4 10% 37% 13% 45% 241% 172%

Relative importance of spend on pay

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

The percentage change in total staff costs, headcount, dividends and share buy-backs
  2014 2013 % change
Total staff costs £6,440.5m £6,477.1m -0.6%
Headcount – average over the year 121,397 117,115 +3.7%
Dividends and share buy-backs £970.8m £594.3m +63.4%

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. The increase in taxable benefits of the chief executive officer is due to a higher level of healthcare and spousal travel expenses. The UK taxable benefits cost have reduced due to more efficient procurement.

Relative change in pay for the Group chief executive
  Base salary and fees Taxable benefits1 Annual bonus2

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 annual bonus data for the Group chief executive uses the short-term incentive figures set out in the short-term incentive figures.

Group chief executive 0.0% 29.4% -12.8%
All employees +3.3% -1.9% -4.7%

Non-executive directors’ fees

The fees due to non-executive directors, last reviewed on 1 July 2013, are set out below (£000).

Non-executive directors' fees
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 2013 and 2014, 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.

In 2014, the disclosable value of the expenses that would be chargeable to UK income tax totalled £97,453 (including £33,059 of national insurance and income tax, where relevant).

Non-executive directors’ total remuneration received (audited)
  Fees
£000
2014 2013

1 Stepped down from the Board following 2014 AGM (25 June 2014).

2 Received no fees in 2013.

3 Appointed to the Board on 1 January 2014.

4 Stepped down from the Board 12 June 2013.

5 2014 fees includes additional payments for consulting services of £19,206.

Philip Lader 475 450
Roger Agnelli 120 74
Jacques Aigrain 110 68
Charlene Begley 96 8
Colin Day 130 119
Esther Dyson1 40 95
Orit Gadiesh1 40 75
Sir John Hood2,3 100
Ruigang Li 100 83
Stanley (Bud) Morten4 43
John Quelch4 39
Daniela Riccardi 90 27
Jeffrey Rosen 150 153
Nicole Seligman2,3 90
Hugo Shong 120 74
Timothy Shriver5 119 106
Paul Spencer4 53
Sally Susman 80 49
Sol Trujillo 110 98

No payments for loss of office were due to those non-executive directors that stepped down during the year.

Past directors (audited)

During 2014, payments were made to past directors who continued to provide advisory services to the Company. Payments were made to Stanley Morten and John Quelch, both having stepped down from the Board in June 2013. A payment of £77,693 was made to Mr Morten in respect of advisory services provided to the WPP Group. A payment of £30,349 was made to Mr Quelch in respect of educational presentations he gave to companies within 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 2014, the Company’s ESOPs (which are entirely independent of the Company and have waived their rights to receive dividends) held in total 17,859,981 shares in the Company (24,048,113 in 2013).

Executive directors' interests in the Company’s ordinary share capital
Director   Total beneficial interests and deferred
awards1
  Scheme interests  
  Shares (without performance
 conditions)
Nil- or nominal-cost options  
With performance conditions
(unvested)
Without performance conditions (vested but
unexercised)6
 

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 6).

2 Shares due pursuant to the 2012 and 2013 Executive Stock Awards, full details of which can be found in Outstanding share-based awards. Additional dividend shares will be due on vesting.

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

4 Maximum number of shares due on vesting pursuant to the outstanding LEAP III and EPSP awards, full details of which can be found in Long-term incentive plans – Leadership Equity Acquisition Plan (LEAP III). Additional dividend shares will be due on vesting.

5 As noted at footnote 4 above, less the maximum due under the 2010 LEAP III Award, which vested on 12 March 2015 (full details can be found in Long-term incentives).

6 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 up until November 2017 in accordance with share owner approval. Dividend shares will be due on the exercise of these options.

7 On 31 March 2015, Sir Martin Sorrell gifted 1,420,000 ordinary shares to The JMCMRJ Sorrell Charitable Foundation. At 20 April 2015, The JMCMRJ Sorrell Charitable Foundation is interested in 3,525,936 ordinary shares. Sir Martin Sorrell has no beneficial interest in these shares.

Sir Martin Sorrell7 At 31 Dec 2014 19,010,399   291,8302 9,694,5914 8,773,456  
 
At 20 April 2015
18,869,018   159,6913 7,611,2615 8,773,456  
Paul Richardson At 31 Dec 2014 762,850   127,7252 1,859,2504  
  At 20 April 2015
920,265   64,8503 1,354,4105  
Mark Read At 31 Dec 2014 120,713   55,4982 540,1444  
  At 20 April 2015
120,713   31,0463 413,7395  

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 2014 and at the date of this Compensation Committee report, all executive directors exceeded their share ownership guidelines.

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 directors’ interests (audited)
Non-executive director Total interests at 31 December 2014
or Board retirement date, if earlier
Total interest at 20 April 2015

1 Stepped down from the Board following the 2014 AGM (25th June 2014).

2 Appointed to the Board on 1 January 2015.

Philip Lader 11,950 11,950
Roger Agnelli
Jacques Aigrain 4,000 4,000
Charlene Begley
Colin Day 15,240 15,240
Esther Dyson1 35,000 n/a
Orit Gadiesh1 n/a
Sir John Hood
Ruigang Li
Roberto Quarta2 n/a
Daniela Riccardi
Jeffrey Rosen 12,000 12,000
Nicole Seligman 3,750 3,750
Hugo Shong
Tim Shriver 10,070 10,070
Sally Susman
Sol Trujillo 10,000 10,000

Outstanding share-based awards

The following tables summarise all share-based awards either vesting in the year or subject to ongoing performance conditions.

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 2014 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.

Executive Share Awards (ESAs) held by executive directors
    Grant
date
Share/ADR price on grant date No. of shares/ADRs
granted2
Face value on grant
date3
000
Additional shares granted in lieu of dividends Total shares vesting Vesting date Shares/ ADR price on vesting Value on vesting 000

1 Paul Richardson's 2011, 2012 and 2013 ESAs were granted in respect of ADRs.

2 Dividend shares will be due on these awards.

3 Face value has been calculated using the average closing share price for the five trading days preceding the date of grant (as set out in the table).

Sir Martin Sorrell 2011 ESA 30.04.12 £8.3325 360,396 £3,003 21,019 381,415 06.03.14 £12.6979 £4,843
  2012 ESA 30.05.13 £11.6450 132,139 £1,539 09.03.15
  2013 ESA 27.05.14 £12.8850 159,691 £2,058 06.03.16
Paul Richardson1 2011 ESA 30.04.12 $67.8200 21,995 $1,492 1,272 23,267 06.03.14 $106.0833 $2,468
  2012 ESA 30.05.13 $88.3100 12,575 $1,110 09.03.15
  2013 ESA 27.05.14 $108.100 12,970 $1,402 06.03.16
Mark Read 2011 ESA 30.04.12 £8.3325 48,454 £404 2,826 51,280 06.03.14 £12.6979 £651
  2012 ESA 30.05.13 £11.6450 24,452 £285 09.03.15
  2013 ESA 27.05.14 £12.8850 31,046 £400 06.03.16

Long-term incentive plans – Leadership Equity Acquisition Plan (LEAP III)

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

awards outstanding under LEAP III
Name Grant date Investment and performance period Number of investment shares/ADRs committed by executive Share/ ADR price on grant date Maximum number of matching units at
1 Jan 20142
During 2014 Maximum number of matching units at 31 Dec 2014 Share/ADR price on vesting Value on vest/ deferral date
000
Granted/ (lapsed) units Additional dividend shares Vested or deferred shares

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

2 Dividend shares will be due in respect of these awards.

Sir Martin Sorrell
  15.12.09 01.01.09 – 31.12.13 365,878 £6.1025 1,829,390 (230,504) 178,287 1,777,173 £12.7564 £22,670
  24.11.10 01.01.10 – 31.12.14 416,666 £7.2475 2,083,330 2,083,330
  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
  15.12.09 01.01.09 – 31.12.13 103,423 £6.1025 517,115 (65,157) 50,394 502,352 £12.7564 £6,408
  24.11.10 01.01.10 – 31.12.14 100,968 £7.2475 504,840 504,840
  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
  15.12.09 01.01.09 – 31.12.13 27,406 £6.1025 137,030 (17,266) 13,354 133,118 £12.7088 £1,692
  24.11.10 01.01.10 – 31.12.14 25,281 £7.2475 126,405 126,405
  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 the Executive Performance Share Plan.

awards outstanding under the Executive Performance Share Plan.

Grant date Performance period Maximum number of nil-cost options over shares/ADRs awarded Share/ADR price on grant date During 2014  
Maximum number of nil cost options over shares/ADRs
at 31 Dec 20141
Options vested/ (lapsed) Additional dividend shares Options exercised or deferred

1 Dividend shares will be due on these awards.

2 Paul Richardson's EPSP awards were granted in respect of ADRs.

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
Paul Richardson2 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
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

Full details of the 2014 EPSP award, including performance measures and targets, can be found in 2014 EPSP awards granted.