Directors' interests
Ordinary shares
Directors' interests in the Company's share capital, all of which were beneficial, were as follows1:
| At 1 Jan 2007 or appointment |
Shares acquired through long-term incentive plan awards in 2007 |
Movement during 2007 inc. shares purchased |
At 31 Dec 2007 or earlier retirement or |
Shares acquired through long-term incentive plan awards in 20082 |
Other movements since |
At | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| date | Vested | (sold) | in 2007 | resignation | Vested | (sold) | 31 Dec 2007 | 24 April 2008 | ||||
| C Day | 5,240 | – | – | – | 5,240 | – | – | – | 5,240 | |||
| E Dyson | 35,000 | – | – | – | 35,000 | – | – | – | 35,000 | |||
| O Gadiesh | – | – | – | – | – | – | – | – | – | |||
| D Komansky | 10,000 | – | – | – | 10,000 | – | – | – | 10,000 | |||
| P Lader | 11,950 | – | – | – | 11,950 | – | – | – | 11,950 | |||
| C Mackenzie | 30,000 | – | – | – | 30,000 | – | – | – | 30,000 | |||
| S W Morten | 20,000 | – | – | – | 20,000 | – | – | – | 20,000 | |||
| K Naganuma5 | – | – | – | – | – | – | – | – | – | |||
| L Olayan | – | – | – | – | – | – | – | – | – | |||
| J A Quelch | 12,000 | – | – | – | 12,000 | – | – | – | 12,000 | |||
| M Read3, 6 | 23,070 | 8,746 | (3,594) | 220 | 28,442 | 53,886 | (22,138) | – | 60,190 | |||
| P W G Richardson3, 6 | 188,176 | 52,454 | (26,280) | – | 214,350 | 154,249 | (77,280) | – | 291,319 | |||
| J Rosen | 5,000 | – | – | 7,000 | 12,000 | – | – | – | 12,000 | |||
| T Shriver4 | – | – | – | – | – | – | – | 5,000 | 5,000 | |||
| P Spencer | 10,000 | – | – | – | 10,000 | – | – | – | 10,000 | |||
| Sir Martin Sorrell3, 6, 7, 8, 9 | 13,644,401 | 97,914 | – | (134,228) | 13,608,087 | 2,947,094 | – | – | 16,555,181 | |||
Notes
1 Save as disclosed above and in the Report of the Compensation Committee, no director had any interest in any contract of significance with the Group during the year.
2 Further details of long-term incentive plans are given in the notes.
3 Each executive director has a technical interest as an employee and potential beneficiary in shares in the Company held under the ESOPs. As at 31 December 2007, the Company's ESOPs held in total 43,889,384 shares in the Company (51,134,155 in 2006).
4 Timonthy Shriver was appointed to the Board in August 2007.
5 K Naganuma is a director of Asatsu-DK, which at 24 April 2008 had interests in 31,295,646 shares representing 2.65% of the issued share capital of the Company.
6 Interests include investment shares committed to the 2005, 2006 and 2007 awards under Renewed LEAP but do not include matching shares from these plans, if any.
7 Sir Martin Sorrell gifted 134,228 shares to the JMMRJ Sorrell Foundation, a charity providing benefits for educational institutions, cancer research and other charitable purposes.
8 Includes 2,823,786 shares pursuant to the vesting of LEAP 2004-2007, the receipt of which has been deferred until November 2011.
9 Includes 3,636,950 shares which originally formed part of the Capital Investment Plan (an award in respect of 4,691,392 shares in total, some of which have been received by Sir Martin Sorrell) and now comprise the UK and US Deferred Stock Units Awards Agreements.
Option Awards held by executive directors in the year ended 31 December 2007
| Grant/ Award date |
Exercise price |
At 1 Jan 2007 (no. of shares) |
Granted (lapsed) 2007 (no. of shares) |
Exercised 2007 (no. of shares) |
Share price on exercise |
Value on exercise |
At 31 Dec 2007 (no. of shares) |
Share price 31 Dec 20071 |
Percent- age of maximum vesting potential |
|
|---|---|---|---|---|---|---|---|---|---|---|
| M Read2 | Nov 2003 | £5.595 | 10,615 | – | – | – | – | 10,615 | £6.470 | 100% |
| Oct 2004 | £5.535 | 9,879 | – | – | – | – | 9,879 | £6.470 | 100% |
Notes
1 Share price 12-month high/low: £5.765/£7.875.
2 All option awards were granted prior to becoming an executive director.
ESA and Restricted Stock Awards held by executive directors in the year ended 31 December 20071,2
| Award date |
No. of shares originally awarded |
Dividend shares6 |
Total shares vesting |
Vesting date |
Share price on vesting |
Value on vesting |
|
|---|---|---|---|---|---|---|---|
| Sir Martin Sorrell | 24.02.063 | 119,505 | 06.03.08 | – | – | ||
| 23.02.073 | 104,587 | 02.03.09 | |||||
| P W G Richardson | 24.02.063 | 67,390 | 06.03.08 | – | – | ||
| 08.05.073 | 75,441 | 02.03.09 | – | – | |||
| M Read | 06.03.054 | 19,262 | 06.03.08 | – | – | ||
| 10.03.054 | 4,816 | 142 | 4,958 | 10.03.07 | £7.641 | £37,886 | |
| 24.02.063 | 32,684 | 06.03.08 | – | – | |||
| 16.03.065 | 3,601 | 16.03.10 | – | – | |||
| 23.02.073 | 30,798 | 02.03.09 | – | – | |||
| 27.04.075 | 9,526 | 16.03.11 | – | – |
Notes
1 These awards which are made on satisfaction of previous performance conditions are subject to continuous employment until the vesting date.
2 Grants made in relation to 2007 ESA award were made on 3 March 2008.
3 Grant made in relation to ESA awards.
4 Grants prior to becoming a Board Member.
5 Grant made in relation to the Annual Bonus Deferral Program.
6 Additional shares granted in lieu of dividends during the vesting period.
Other Long-Term Incentive Plan awards
Performance Share Plan awards to directors up to and including 31 December 20071,2,3
| Grant date |
Share price on grant date |
At 01.01.07 (no. of shares) |
Granted (lapsed) 2007 (no. of shares) |
Performance period ends |
Vested 06.03.07 (no. of shares) |
Share price on vesting |
At 31.12.07 (no. of shares) |
Value received from vested awards |
Percentage of maximum vesting potential |
|
|---|---|---|---|---|---|---|---|---|---|---|
| M Read | 30.04.04 | £5.56 | 6,646 | (2,858) | 31.12.06 | 3,788 | £7.407 | – | £28,058 | 57% |
| P W G Richardson | 30.04.04 | £5.56 | 92,025 | (39,571) | 31.12.06 | 52,454 | £7.407 | – | £388,527 | 57% |
| Sir Martin Sorrell | 30.04.04 | £5.56 | 171,779 | (73,865) | 31.12.06 | 97,914 | £7.407 | – | £725,249 | 57% |
Notes
1 No awards have been made under PSP since 2004.
2 The comparator group for this award was as follows (for companies which subsequently delisted, the date of delisting is shown in brackets): Aegis Communications, Arbitron, Dentsu, Digitas, Grey Global Group (delisted March 2005), Gfk, Havas Advertising, Ipsos, Omnicom, Publicis, Taylor Nelson Sofres, Interpublic and VNU. Details of the treatment of delisted companies for the purposes of TSR calculation are set out in note 1 to the table on Renewed LEAP below.
3 The performance condition relates WPP's Total Shareholder Return (TSR) compared to the TSR results for a comparator group of communications services companies. No vesting takes place if the WPP TSR is below the median TSR result for the comparator group and the full vesting occurs if WPP TSR is at least equal to the second highest result within the comparator group. Between these levels awards vest on a sliding scale according to TSR performance.
Renewed Leadership Equity Acquisition Plan1
| At median level of performance | At maximum level of performance | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Grant/ award date |
Share price on grant date |
Performance period |
Share units |
Number of matching units at 01.01.07 |
Granted/ (lapsed) units |
Number of matching units at 31.12.07 |
Number of matching units at 01.01.07 |
Granted/ (lapsed) units |
Number of matching units at 31.12.07 |
|
| M Read | 15.12.05 | £6.175 | 01.01.05 - 31.12.09 | Ords | 15,255 | 15,255 | 50,850 | 50,850 | |||
| 15.11.06 | £6.84 | 01.01.06 - 31.12.10 | Ords | 24,788 | 24,788 | 82,625 | 82,625 | ||||
| 11.12.07 | £6.23 | 01.01.07 - 31.12.11 | Ords | 22,311 | 22,311 | 74,370 | 74,370 | ||||
| P W G Richardson | 28.10.04 | £5.535 | 01.01.04 - 31.12.07 | Ords | 37,168 | 37,168 | 123,892 | 123,892 | |||
| 15.12.05 | £6.175 | 01.01.05 - 31.12.09 | Ords | 122,037 | 122,037 | 406,790 | 406,790 | ||||
| 15.11.06 | £6.84 | 01.01.06 - 31.12.10 | Ords | 99,153 | 99,153 | 330,510 | 330,510 | ||||
| 11.12.07 | £6.23 | 01.01.07 - 31.12.11 | Ords | 89,246 | 89,246 | 297,485 | 297,485 | ||||
| Sir Martin Sorrell | 28.10.04 | £5.535 | 01.01.04 - 31.12.07 | Ords | 1,238,899 | 1,238,899 | 4,129,664 | 4,129,664 | |||
| 15.12.05 | £6.175 | 01.01.05 - 31.12.09 | Ords | 305,091 | 305,091 | 1,016,970 | 1,016,970 | ||||
| 15.11.06 | £6.84 | 01.01.06 - 31.12.10 | Ords | 234,804 | 234,804 | 782,680 | 782,680 | ||||
| 11.12.07 | £6.23 | 01.01.07 - 31.12.11 | Ords | 223,113 | 223,113 | 743,710 | 743,710 | ||||
Notes
1 All awards shown in the above table, are dependent on WPP's TSR performance against a comparator group over the relevant performance period and maintenance of a participant's holding of Investment Shares and continued employment throughout the Investment Period. The comparator group for the awards made in 2004 comprises of Aegis, Arbitron, Dentsu, Digitas, Gfk, Grey Advertising, Havas Advertising, Interpublic, Ipsos, Omnicom Group, Publicis, Taylor Nelson Sofres, and VNU. The comparator group for the awards made in 2005 remained the same with the exception of the removal of Digitas and Grey Advertising. The comparator group for the awards made in 2006 and 2007 was the same as for the awards in 2005 with the exception of the removal of VNU. Where a company delists during the performance period, the committee deems this to be a disposal and the proceeds are treated as being reinvested in an index that tracks the TSR of the remaining companies.
Jeffrey Rosen
Chairman of the Compensation Committee
on behalf of the Board of Directors of WPP Group plc
24 April 2008