ANNUAL REPORT & ACCOUNTS 2025
WPP IS THE
TRUSTED GROWTH
PARTNER FOR THE
WORLD’S LEADING
BRANDS
CONTENTS STRATEGIC REPORT
About us 2
Key figures 3
Chair’s statement 4
Chief Executive’s statement 6
Market environment 8
Elevate28: strategy 10
Chief Financial Officer’s statement 14
Elevate28: financial framework 16
The year in review 18
Key performance indicators 24
Financial review 26
Our approach to sustainability 31
Task Force on Climate-related
Financial Disclosures statement 43
Assessing and managing our risks 50
Principal risks and uncertainties 55
CORPORATE GOVERNANCE
Chair’s governance statement 64
Compliance with the UK Corporate
Governance Code 65
Our Board 66
Our Executive Committee 69
Division of responsibilities 71
How our Board engages with stakeholders 72
Board activities 76
Composition, succession and evaluation 77
Nomination and Governance
Committee report 79
Audit Committee report 84
Sustainability Committee report 91
Compensation Committee report 93
Statement of Directors’ responsibilities 132
FINANCIAL STATEMENTS
Consolidated financial statements 134
Accounting policies 139
Notes to the consolidated
financial statements 146
Independent auditors’ report 173
ADDITIONAL INFORMATION
Reconciliation to non-GAAP measures
of performance 180
Shareholder information 184
Glossary 187
Where to find us 190
WHAT’S INSIDE
This report provides an update on our strategic
progress, financial performance and sustainability
activities for the year ended 31 December 2025
SUSTAINABILITY
We highlight our performance related to
environmental, social and governance (ESG)
topics in this report, starting on page 31.
Supplementary information and disclosures are
available at wpp.com/sustainabilityreport2025
Signposts where to find related information
within this report
Signposts where to find related information online
Selected metrics marked with this symbol have
been subject to independent limited assurance
procedures by PricewaterhouseCoopers LLP
(PwC) for the year ended 31 December 2025.
For PwC’s 2025 Limited Assurance Report and
the WPPSustainability Reporting Criteria 2025,
see wpp.com/sustainabilityreport2025
ANNUAL REPORT ONLINE
An online version of this report is available
at wpp.com/annualreport2025
ABOUT THIS REPORT
COVER ART
The cover image reflects the new WPP
visual identity, created by Landor with
WPP Open generative AI capabilities
including Nano Banana Pro, a text-based
agent and image model.
HOW TO NAVIGATE THIS REPORT
WPP ANNUAL REPORT 2025 1
WPP Creative
ABOUT US
With exceptional talent, trusted data and intelligence and
world-class partnerships – united by our agentic marketing
platform WPP Open – we help clients navigate change,
capture opportunity and deliver transformational growth.
For more information, visit wpp.com
OUR REACH
We’re a global company. Of our five
largest markets the US is the biggest,
followed by UK, Germany, China and India
100+
markets in which we have a presence
50%
top 100 clients’ share of revenue
less pass-through costs
99,000
people
OUR CLIENTS
We have a diversified client portfolio that
covers every business sector. We’re an
established partner to a large number
of the world’s leading advertisers
OUR PEOPLE
By attracting the brightest talent and
empowering our teams to do their best
work, we deliver outstanding results for
our clients
OUR STRUCTURE
In February 2026, we announced a simplification of our structure into four operating units:
WPP Media, WPP Production, WPP Enterprise Solutions and WPP Creative.
1
1
Our financial disclosures are based on our previous structure, see the business structure on page 12 and accounting policies on page 139 for details
2
The Group uses alternative performance measures in explaining its results, which are described and reconciled to equivalent statutory measures from page 180
3
Comprises Central & Eastern Europe, Latin America, Africa & Middle East and Asia Pacific
WORLDWIDE REACH
(% OF REVENUE LESS PASSTHROUGH
COSTS
1,2
WORLDWIDE REACH
WORLDWIDE REACH
(
%
(%
OF REVENUE LESS PASSTHROUGH O
F REVE
N
UE LE
SS
P
ASS
THR
O
U
G
H
OF REVENUE LESS PASSTHROUGH
COSTS
COSTS
1
,
2
1,2
North America 38%
United Kingdom 15%
Western Continental
Europe 21%
Rest of World
3
26%
WIDE SECTOR EXPOSURE
% OF REVENUE LESS PASSTHROUGH
COSTS
WIDE SECTOR EXPOSURE
WIDE SECTOR EXPOSURE
% OF REVENUE LESS PASSTHROUGH
% OF REVENUE LESS PASSTHROUGH
COSTS
COSTS
CPG 28%
Tech & digital 18%
Healthcare & pharma 12%
Automotive 10%
Retail 9%
TMT 6%
Financial services 6%
Other 4%
Travel & leisure 4%
Government, public
sector & non-profit 3%
A GLOBAL WORKFORCE
% OF PEOPLE BY REGION
A
GLOBAL WORKFORCE
A GLOBAL WORKFORCE
% OF PEOPLE BY REGION
% OF PEOPLE BY REGION
North America 19%
United Kingdom 11%
Western Continental
Europe 20%
Rest of World
3
50%
WPP ANNUAL REPORT 2025 2
STRATEGIC REPORT
KEY FIGURES
GROUP REPORTED RESULTS ALTERNATIVE PERFORMANCE MEASURES
1
REVENUE
£13.6bn
Revenue
(2024: £14.7bn)
£10.2bn
Revenue less pass-through costs
(2024: £11.4bn)
PROFITABILITY
£0.4bn
Operating profit
(2024: £1.3bn)
13.0%
Headline operating margin
2
(2024: 15.0%)
EARNINGS
(20.0)p
Diluted earnings per share
(2024: 49.4p)
63.2p
Headline diluted earnings per share
(2024: 88.3p)
CASH FLOW
£0.7bn
Net cash from operating activities
(2024: £1.4bn)
£1.2bn
Adjusted operating cash flow
before working capital
3
(2024: £1.3bn)
RETURNS AND
LEVERAGE
15.0p
Dividend per share
(2024: 39.4p)
2.2x
Average adjusted net debt/headline EBITDA
3
(2024: 1.8x)
1
The Group uses alternative performance measures in explaining its results, which are described and reconciled to equivalent statutory measures from page 180
2
Headline operating profit of £1,321 million (2024: £1,707 million) as a percentage of revenue less pass-through costs of £10,176 million (2024: £11,359 million)
Reported profit before tax was £131 million (2024: £1,031 million)
3
See definitions in the Glossary from page 187
WPP ANNUAL REPORT 2025 3
STRATEGIC REPORT
CHAIR’S STATEMENT
We are firmly focused on building
confidence in WPP, strengthening
the balance sheet and improving
returns for our shareholders.”
PHILIP JANSEN
CHAIR, WPP
2
025 was a year of transition for WPP,
with change of executive leadership,
completion of a strategic review and
the development of a new strategic plan
fit for a future that is evolving quickly.
It was, plainly, a difficult 12 months.
Performance fell short of expectations and
what we aim to deliver for our shareholders.
The Board and management team have
spent substantial time reflecting on what
needed to change. We have listened closely
to shareholders, clients and colleagues.
Those conversations have underlined the
opportunity to build on WPP’s many
outstanding strengths with a new strategy
to stabilise performance and return this
great company to growth.
The Board fully appreciates the urgency of
that task; we are firmly focused on building
confidence in WPP, strengthening the
balance sheet and improving returns for
our shareholders.
Meanwhile there are encouraging signs
that WPP’s proposition remains highly
competitive in the market, and is becoming
more so. In recent months we have seen
improved performance in pitches, with
a string of notable wins with major clients.
These outcomes matter because they
demonstrate that, when we bring our
capabilities together effectively, WPP
continues to be trusted by global brands
and can win at the highest level. Making
that momentum sustainable is a key priority.
LEADERSHIP TRANSITION
AND A NEW STRATEGY
In July 2025 we announced the appointment
of Cindy Rose as the Company’s new Chief
Executive Officer. Cindy succeeded Mark
Read, who stepped down after more than
30 years of service to WPP.
During Mark’s seven years as CEO he led
the Company through a period of significant
change and challenge. Under his leadership,
WPP accelerated its focus on technology
and AI and made important progress
in streamlining the organisation and
strengthening core capabilities. On behalf
of the Board, I want to thank Mark for
his contribution and commitment to
WPP – and for his support in ensuring
an orderly transition.
A YEAR OF CHANGE AND CHALLENGE
The marketing services industry is being
transformed by technology, changing
consumer behaviour, evolving media and
shifting client needs. Those forces create
opportunities for businesses that can move
quickly and deliver at scale.
They also expose any weaknesses in
organisational structure and execution.
Although significant progress has been
made to simplify and integrate WPP, our
complexity has remained a barrier.
And, while clients continue to place a high
value on our work, strategic and operational
delivery has been inconsistent.
For the Board, this has been a period not
only of deep reflection but also increased
intensity of oversight. We have challenged
management on execution, pace and
accountability for results.
We have also focused on what continues
to be distinctive and strong about WPP:
the quality of our people, the breadth and
depth of our capabilities, our sophisticated
data and technology offerings, our creative
reputation, our scale and reach. Those
strengths are real. The assignment now
is to convert them into improved and more
predictable performance.
WPP ANNUAL REPORT 2025 4
STRATEGIC REPORT
Cindy brings deep experience of enterprise
technology, transformation and leadership
at scale, as well as a strong understanding
of WPP from her time on the Board. She set
out the Company’s new strategy alongside
our full-year results on 26 February 2026;
the Board is aligned behind this clear new
plan to first stabilise and then grow the
business. Cindy sets out full details of the
strategy – which we’re calling Elevate28 –
from page 10 of this report.
I would also like to thank Andrew Scott,
who retired as Chief Operating Officer in
2025 and stepped down from the Board
at the end of the year. Andrew has made a
very important contribution to WPP during
his 27 years with the Company. The Board is
grateful for his commitment, his prescience
in the acquisitions and investments he has
led over the years, and for his ongoing
support as Senior Advisor.
THE MESSAGE FROM STAKEHOLDERS
Twelve months ago I described my initial
priority in the role as listening to our
stakeholders. In a year as eventful and
challenging as 2025, that listening – and
translating it into action – becomes even
more important.
I have continued to meet regularly with
shareholders, whose message has been
clear. They want improved performance,
a stronger balance sheet, better returns
and clearer accountability for delivery.
While there was disappointment among
shareholders over the reduction in the interim
dividend to 7.5p per share (H1 2024: 15.0p),
there was also understanding of the need
for prudence and to create room for a
review of strategy and capital allocation
under a new CEO.
The final dividend of 7.5p per share
(2024: 24.4p) gave a full-year dividend
of 15.0p per share (2024: 39.4p). Although
a reduction year-on-year, this represents
a stable dividend from the first half and
underlines our commitment to maintaining
shareholder returns.
Meanwhile the successful and oversubscribed
bond issuance highlighted investor
confidence in WPP’s credit profile and
market position. We are committed to
maintaining an investment-grade balance
sheet, a status that all three major rating
agencies affirmed following the
announcement of the preliminary results
and strategy update.
Colleagues across the business have
spoken about their pride in the work and
commitment to clients – and also about
the need for greater clarity, speed and
collaboration. People want an organisation
that is decisive, removes friction, expands
their skills and enables teams to do their
best work.
Clients have also been consistent in what
they value about WPP: breadth of capability,
talent and the capacity to operate at scale
across markets and channels. And there
are things they want more of: simple
engagement, fast delivery and full
integration across disciplines.
All of those messages point in the same
direction: WPP must become simpler, more
closely integrated and more consistently
excellent at execution. The new strategy
outlined by Cindy and her team addresses
that feedback directly.
TURNING AI ADVANTAGE
INTO GROWTH
The rapid development of AI is changing
how marketing services and content are
created, bought and measured, and there
is concern in the market that this will
undermine companies like WPP. We believe
AI creates a host of new opportunities,
and that those who position themselves
correctly will emerge as the winners among
their peers.
WPP has invested significantly in its agentic
marketing platform, WPP Open, and
we continued to build and deliver that
capability during 2025. We have also begun
to use WPP Open to connect our existing
capabilities more effectively and to simplify
and integrate how we serve clients, notably
through the continued transformation of
our media business in 2025. And WPP Open
is central to the wider strategy announced
in February this year.
Ensuring that our ongoing investments in
AI, data and technology support improved
performance is a core priority for the Board
and management team.
THE MEANS TO SUCCEED
The environment for our industry is likely
to remain uncertain. Client budgets will
continue to be influenced by
macroeconomic and geopolitical
conditions, while technology will keep
reshaping competitive advantage.
WPP has the capabilities, relationships
and scale to succeed in this environment
and, with a new leadership team and
strategy now in place, the means to unlock
that success.
I would like to end by thanking our
colleagues across WPP and my fellow
Board members for their support during
my first year as Chair. I also thank our clients
for their trust and partnership, and our
shareholders for their ongoing engagement
and support as we take the steps necessary
to restore stronger performance.
Philip Jansen
Chair
19 March 2026
CHAIR’S STATEMENT WPP ANNUAL REPORT 2025 5
STRATEGIC REPORT
CHIEF EXECUTIVE’S
STATEMENT
W
PP is an extraordinary company,
built from agency brands with
remarkable histories and deep
roots in creating iconic work that moves
people and shapes culture. We serve many
of the biggest clients in the world and help
grow many of the most well-known brands
on the planet. That heritage matters, but
what made us successful in the past will
not make us successful in the future.
Our performance in 2025 was not where
it needs to be. There were undoubtedly
external pressures – uncertainty in many
markets, cautious client spending and rapid
change across the marketing ecosystem.
But our results also point to the need for us
to embrace a single unified growth strategy,
execute with increased rigour and evolve as
the needs of our clients evolve.
WHAT CLIENTS TOLD US, AND OUR
RESPONSE
I took this role with a clear thesis about
what we need to do differently. In my first
six months as CEO, we tested that thesis
through detailed analysis and, more
importantly, direct conversations with
clients. The feedback was clear and
consistent: clients value our talent,
capabilities and scale, but they want
WPP to be easier to navigate, genuinely
integrated and able to move at the pace
modern marketing demands.
That is why, in February 2026, we launched
Elevate28 – our multi-year plan to simplify
WPP, restore growth and create a company
that is fit for the future and built to win.
AS THE WORLD CHANGES,
OUR ROLE GROWS
Our industry is experiencing dramatic
transformation. With the rapid diffusion
of AI, we’re not just seeing incremental
shifts in consumer behaviour, we’re
seeing a complete metamorphosis of
the commercial ecosystem. Brands are
discovered and launched in new ways.
Media is everywhere and always on.
Commerce is the new organising principle,
with every interaction becoming
measurable and shoppable. Trust is scarce
and must be earned daily. And as AI-
generated content floods the world,
demand is increasing for verifiable human
creativity – judgement, taste, empathy and
craft – as key brand differentiators.
As AI continues to accelerate at pace,
many question whether it will be
value-destructive for our sector. My view
is clear: AI will be a net positive for our
sector, and for WPP. AI unlocks human
capacity, which can be reinvested in more
value-generative activities. Every client is
on an AI transformation journey, and WPP’s
opportunity is to help them put AI to work
to navigate complexity, build modern
marketing operations and operationalise
a new playbook for growth.
I’m confident that in the era of AI our role
will become more – not less – important,
as marketing continues to evolve and
becomes more fragmented and complex.
For those who can adapt, I believe there’s
a once-in-a-generation growth opportunity,
and our new plan for WPP is designed
to capture it.
Elevate28 will deliver in three phases: stabilise
in 2026, build momentum and return to
organic growth during 2027, and accelerate
organic growth, improve margin and deliver
strong cash conversion from 2028 onwards.
But we didn’t wait for the strategy launch
to begin changing how we operate – the
work started immediately. Over the past
six months we have moved quickly to
strengthen how we go to market and how
we build teams around clients. These steps
are already changing the way we show up in
new business pitches and in client delivery.
MOMENTUM AND EARLY PROOF
Towards the end of 2025, we began to see
early proof that when we bring the best of
WPP together effectively, lead with media
and data intelligence and leverage our
agentic marketing platform, we win even in
the most competitive situations. In the fourth
quarter, WPP rose to the top of J.P. Morgan’s
net new business rankings for the first time
in several years, with significant wins across
media, creative and integrated services.
These included being appointed the UK
government’s lead media agency and
major media wins with Reckitt and Henkel
in Europe, alongside creative and integrated
assignments such as Kenvue and Haleon.
That trend has continued into 2026,
including global media wins such as
SC Johnson and Estée Lauder. What matters
most is not any single win, but the pattern:
clients see the difference when we show
up as one WPP – integrated, faster and
grounded in trusted data and technology
solutions – and the results can be seen in
our new business momentum.
I’m confident that in the era of AI
our role will become more – not less
– important, as marketing continues
to evolve and becomes more
fragmented and complex.”
CINDY ROSE
CHIEF EXECUTIVE OFFICER, WPP
WPP ANNUAL REPORT 2025 6
STRATEGIC REPORT
OUR NEW MISSION
Our mission is simple and ambitious: to be
the trusted growth partner for the world’s
leading brands in the era of AI. Elevate28
turns that mission into action through
four priorities.
1
DELIVER SUPERIOR GROWTH
FOR CLIENTS
We are building a truly integrated client
proposition, with media and data at the
heart to meet the evolving needs of our
clients and deliver truly predictive
intelligence. We are offering our clients
unified, next-generation production
and world-class creative capabilities
that can deliver at speed and at scale.
And we are elevating our enterprise
solutions and services offer to help clients
deliver AI-powered marketing operations,
bringing together our consulting, customer
experience, commerce, CRM and technology
and data platform capabilities and scaling
them across the Company.
2
BECOME A SIMPLER, MORE
INTEGRATED COMPANY
We are moving from a holding company
model to a single company model,
streamlined into four operating units –
WPP Media, WPP Creative, WPP Production
and WPP Enterprise Solutions – across four
regions: North America, EMEA, APAC and
Latin America. This will make WPP easier to
work with and easier to manage, with faster
decisions and clearer accountability. It is
also about improving how we go to market
and engage with clients, empowering our
Global Client Leaders with the strategic
authority to mobilise the right resource for
the right client at the right time to serve our
clients more effectively. Crucially, we have
implemented a new common incentive
model for our people that will unlock
collaboration and frictionless resource
sharing and drive true client obsession
throughout WPP.
3
UNLOCK THE ADVANTAGE
OF WPP OPEN
WPP Open is our pioneering agentic
marketing platform and the connective
tissue across WPP, bringing together our
people, capabilities and clients into one
integrated end-to-end experience. Close
to 90% of our client-facing employees are
using WPP Open every day to deliver for
our clients. WPP Open is powered by Open
Intelligence, our foundational intelligence
layer giving clients one source of truth
to integrate marketing operations, optimise
investments and drive growth at scale
without compromising privacy and data
ownership. Open Intelligence is an important
differentiator for WPP that is already helping
us win new business and grow existing
client relationships.
Our strategic partnerships with the world’s
leading technology firms are another
source of advantage, and we will expand
them further to embed best-in-class
capabilities directly into WPP Open,
ensuring our clients always have the very
best and latest AI models and agentic
toolsets right at their fingertips.
4
CREATE FIRM FINANCIAL
FOUNDATIONS FOR THE FUTURE
Our new streamlined operating model
will drive a simpler and more integrated
way of working, enabling us to scale our
capabilities across the organisation and
support a strong, more effective client
proposition. We will remove duplication,
leverage shared service centres, rationalise
our real estate footprint and improve
productivity through AI automation
across our corporate functions to deliver
annualised gross savings of £500 million
by 2028. We will also be more proactive
in rationalising our portfolio to strengthen
the balance sheet and increase financial
flexibility. And we’ll take a disciplined
approach to capital allocation, with
three clear aims: maintaining an
investment-grade balance sheet, prioritising
investment in high-growth areas of the
business, and sharing the proceeds of that
growth through attractive returns for
shareholders over time.
EXECUTION AND CULTURE
These changes will enable us to build on
the momentum of our recent client wins as
we strengthen our service delivery model
and our new business engine, and champion
a stronger winning mindset. To achieve this,
we are building a high-performance culture
to attract and retain the world’s best talent,
grounded in client obsession, collaboration,
humility, accountability and a hunger to win.
Talented people choose companies and
stay with companies with strong cultures
where they can thrive in their careers. We
will also invest in delivering a world-class
employee experience through learning and
development, greater talent mobility and
career progression opportunities.
LOOKING AHEAD
I believe WPP’s best days are ahead.
We have exceptional talent, world-class
capabilities and a platform that gives us
real competitive advantage. And we now
have a clear plan to simplify, integrate and
execute with greater focus and urgency
than ever before. Thank you to all our
brilliant people, clients and partners, and
thank you to our shareholders for your
continued support.
Cindy Rose OBE
Chief Executive Officer
19 March 2026
CHIEF EXECUTIVE’S STATEMENT WPP ANNUAL REPORT 2025 7
STRATEGIC REPORT
A fast-growing market, expected to expand at a CAGR
of 6.3% over the next five years
MEGATREND:
AI IS REDEFINING
WHAT’S POSSIBLE
We’re now in the era of AI. The
technology is mature enough to
matter and diffusing faster than any
technology we have seen before.
63%
AI is a daily reality for most people.
63% of US workers report using AI,
saving them an average 8.7 hours
per week
Source: CES 2026: Unpacking the 3 Megatrends
That Shape Our Future | WPP Media
OUR RESPONSE:
We believe that in an AI-centric
world the demand for human
strengths such as creativity, brilliant
ideas, judgement, taste, empathy
and humour will be at a premium.
So, we’re integrating our creativity
with AI-enhanced scaled production
and data-driven media, using WPP
Open as the link between our agencies
to serve clients better than ever.
1
WPP Media, This Year Next Year: 2025 Global End-of-Year
Forecast. All figures exclude US political advertising
A high-value global market
GLOBAL AD SPEND BY MARKETING CHANNEL
1
CONTENTDRIVEN
ADVERTISING
$664bn
Social media, the open
web, TV, newspapers,
audio and gaming
LOCATION
$57bn
Traditional and digital
outdoor billboards
and cinema
INTELLIGENCE
$245bn
Searched ad revenue,
on platforms such as
Google, rapidly
evolving with AI
COMMERCE
$178bn
Retail media networks
such as Amazon, travel
platforms and financial
services media
$1,144bn
16%
58%
21%
5%
30
25
20
15
10
5
0
AD MARKET GROWTH
1
%
A
D
MA
RKET
G
R
OW
TH
AD MARKET GROWTH
1
1
%
%
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2026 2027 2028 2029 20302025
WPP ANNUAL REPORT 2025 8
STRATEGIC REPORT
MARKET ENVIRONMENT
The global advertising market grew 8.8% in 2025 and
is projected to grow 7.1% in 2026, signalling businesses’
deepening commitment to modern marketing strategies
as core performance drivers.
Yet, the market is complex and evolving. The
proliferation of channels, coupled with the acceleration
of AI and advanced data analytics, is creating new
frontiers for engagement and growth. Within this
evolving landscape, WPP plays a crucial role in helping
clients develop and grow their businesses.
The biggest advertising
platforms are in the
US and China
MEGATREND:
MEDIA IS EVERYWHERE
AND IN EVERYTHING
Historically, marketers would come
up with a strategy, create a campaign,
then consider the media. Now, media
is the creative canvas, the most
data-rich component of any marketing
plan. It is the connective tissue
of every consumer experience:
personalised, predictive and
seamlessly embedded across
platforms, devices and moments.
5bn people
are on social media right now.
If content doesn’t instantly resonate,
it dies on arrival
Source: CES 2026: WPP Media
OUR RESPONSE:
WPP Media brings our platform,
people and partners together to
help brands connect with audiences
anywhere, in innovative and
dynamic ways.
Powered by advanced AI, brands
can unify media, data and production
while holistically managing their
owned, earned, shared and paid
activities.
MEGATREND:
MARKETING AND SALES
ARE INCREASINGLY
ONE DISCIPLINE
Retail has evolved beyond a mere
sales channel, becoming the strategic
core of consumer marketing. At the
same time, media’s function has
expanded from content distribution
to actively shaping the entire
commerce experience.
This shift is driven by retail media,
which now centrally integrates
commerce and data intelligence
into marketing strategies.
$174bn
global retail media spend in 2025
Source: This Year Next Year: 2025 Global End-of-Year
Forecast | WPP Media
OUR RESPONSE:
Global retail media spend was
projected to surpass TV advertising
in 2025, marking the first time a
commerce-driven channel has claimed
such prominence.
Our connected commerce services
are designed to ensure ‘media
everywhere’ means ‘commerce
anywhere’ for our clients.
The global market for agency marketing, creative, digital
and transformation services
ENTERPRISE SOLUTIONS
BRAND & ADVERTISING
PRODUCTION
PRODUCTION
PR
O
D
UC
TI
ON
PRODUCTION
PRPR
PR
PR
MEDIA
MEDIA
MEDIA
MEDIA
TECHNOLOGY SOLUTIONSTE
C
H
NO
L
OG
Y
SO
L
U
TI
ONS
TECHNOLOGY SOLUTIONS
1
WPP Media, This Year Next Year: 2025 Global End-of-Year
Forecast. All figures exclude US political advertising
2024
$460bn
A global market led by the US, China and UK
GLOBAL AD SPEND BY REGION
1
%
US
$431bn
The world’s largest
ad market and home
to Super Bowl, the
biggest ad event
in the world
UK
$58bn
The world’s third
largest ad market
REST OF THE WORLD
$439bn
Includes other top ten
markets such as Japan,
Germany, France,
Brazil, Canada, India
and Australia
CHINA
$216bn
Home to the world’s
largest retail media and
outdoor ad markets
Source: IDC; Madison and Wall; Gartner; Provoke; Citi; PQ Media; Emarketer
Enterprise solutions: consulting, data and technology services that modernise marketing, commerce
and customer experience functions
LARGEST GLOBAL MEDIA ADVERTISING
PLATFORM OWNERS (% OF AD REVENUE)
LAR
G
E
S
T
G
L
O
BAL MEDIA AD
V
ERTI
S
I
NG
LARGEST GLOBAL MEDIA ADVERTISING
PLATF
O
RM
OWN
ER
S
PLATFORM OWNERS
(
% OF AD REVENUE
)
(% OF AD REVENUE)
23%
17%
8%
6%
3%
43%
38%38%
5%
19%
GOOGLE
META
ALIBABA
OTHERS
BYTEDANCE
AMAZON
$1,144bn
MARKET ENVIRONMENT WPP ANNUAL REPORT 2025 9
STRATEGIC REPORT
OUR STRATEGIC PLAN
We aim to stabilise the business in
2026, build momentum in 2027 and
deliver accelerated, high-quality
growth from 2028.
Read more on page 11
OUR STRUCTURE
We are simplifying our business into four
core operating units: WPP Media, WPP
Creative, WPP Production and WPP
Enterprise Solutions, working across four
regions: North America; Latin America;
Europe, Middle East and Africa; and
Asia Pacific.
1
Read more on page 12
OUR COMPETITIVE ADVANTAGE
Our competitive advantage has three
layers: our trusted data and intelligence;
integrated solutions combining media,
data, creativity and technology; and our
global scale and deep client relationships.
Read more on page 13
BUSINESS MODEL
We create value by providing integrated
solutions to our diverse customer base.
The following pages describe what we
do, how we operate and what makes us
different from our peers.
Read more about us on page 2
1
Our financial disclosures are based on our previous
structure, see the business structure on page 12 and
accounting policies on page 139 for details.
OUR GOALS
This is a bold plan for a simpler, more integrated WPP. Our
intention is to stabilise the business, return to organic growth,
create capacity to invest in the future and deliver attractive
returns for our shareholders. WPP will become a single company,
streamlined into four operating units across four regions, all
unified by our agentic marketing platform, WPP Open.
OUR MISSION
Central to this strategy is a new mission: to be the trusted
growth partner for the world’s leading brands, helping them
navigate change, capture opportunity and deliver growth, while
transforming their business in a dynamic, complex environment.
OUR STRATEGIC OBJECTIVES
Elevate28 is anchored in the following four objectives:
Deliver superior growth for clients
Become a simpler integrated company
Unlock the advantage of WPP Open
Create firm financial foundations for the future
In February 2026 we launched our new strategy, Elevate28,
to help us restore growth, simplify our offer and drive long-
term value for our clients and our business.
ELEVATE28: STRATEGY
WPP ANNUAL REPORT 2025 10
STRATEGIC REPORT
OUR STRATEGIC PLAN
We’ve built a detailed strategic plan with eight core pillars, setting
out the actions we will take to deliver on our objectives.
OUR STRATEGIC
PLAN
A PHASED APPROACH
We aim to deliver sustained growth
in three distinct phases:
PHASE 1
2026:
STABILISE
Our immediate priority is to
stabilise net new business
performance. We aim to
execute cost savings
initiatives and rationalise
our portfolio.
PHASE 2
2027:
BUILD
Embed our transformed
go-to-market strategy,
supported by a more
effective operating model,
to help deliver a fully
integrated offer spanning
media, creative, enterprise
solutions and production.
We are targeting a return to
organic growth during 2027.
PHASE 3
2028 AND
BEYOND:
ACCELERATE
We aim to be a simpler,
lower-cost, AI-enabled
business, recognised by
clients as a trusted growth
partner, showing accelerated
growth, improved margin
and strong cash conversion.
Deliver superior growth
for clients
Become a simpler integrated
company
Unlock the advantage
of WPP Open
Create firm financial foundations
for the future (see page 16
for more)
Strengthen execution and transform our go-to-market strategy
Simplify our operating model
Lead with media and data
at the heart of our integrated
client proposition
1
Establish next-generation
creative and production
capabilities
Elevate enterprise solutions
to partner with clients on
AI transformation
Drive a high-performance culture and attract and retain the world’s best talent
Unlock the advantage of WPP Open and Open Intelligence and expand strategic partnerships
Create firm financial foundations for the future
2 3
4
5
6
7
8
WPP ANNUAL REPORT 2025 11
STRATEGIC REPORT
ELEVATE28: STRATEGY
1
Our financial disclosures are based on our previous structure, see accounting policies on page 139 for details
WPP Creative
OUR STRUCTURE
We’re simplifying our business into four core operating units:
WPP Media, WPP Production, WPP Enterprise Solutions and
WPP Creative, working across four regions: North America,
Latin America, EMEA and APAC.
HOW WE WERE ORGANISED PREVIOUSLY
Global integrated agencies
HOW WE ARE ORGANISED NOW
1
Brings together AI-driven
media, data and partnership
capabilities to deliver
creative personalisation
at scale.
Unifies WPP’s production
capabilities into a single
global operating unit, to
deliver content at speed
and scale.
Brings together customer
experience, commerce,
CRM, content transformation
and technology and data
platforms into a unified
global operating unit.
The home of WPP’s iconic
agencies, connected through
a unified leadership structure
and WPP Open.
Hellmann’s: Sweet Sandwich
Time
Oreo: Oreo Walks Lexus: Built for Every Kind
of Wonder
National Rail: Rail Clock
PUBLIC RELATIONS SPECIALIST AGENCIESMEDIA AGENCIESCREATIVE AGENCIES
WPP ANNUAL REPORT 2025 12
STRATEGIC REPORT
ELEVATE28: STRATEGY
OUR COMPETITIVE ADVANTAGE
TALENT CAPABILITIES WPP OPEN SCALE AND REACH
TRUSTED DATA
AND INTELLIGENCE
Our foundational intelligence layer,
Open Intelligence, securely connects
live data from clients, partners and
WPP in a privacy-first way. Built on
InfoSum’s data collaboration
technology, it unlocks unique insights
without data ever being shared –
turning real-world behaviour into
predictive intelligence while preserving
privacy, control and trust. Clients see
exactly where, how and why their
marketing investment is working.
INTEGRATED MEDIA,
PRODUCTION, CREATIVE,
DATA AND TECHNOLOGY
We combine cutting-edge media
intelligence, world-class creativity,
industry leading production and
transformative enterprise solutions –
all powered by exceptional talent and
WPP Open. And we have created
central Client Solution Architects and
Growth teams to cross-sell services
more effectively and integrate new
business capabilities.
GLOBAL SCALE AND DEEP
CLIENT RELATIONSHIPS
As an established partner to a large
number of the world’s leading
advertisers, we possess a massive
installed base of opportunity.
By simplifying our operating model,
we unlock the ability to cross-sell
high-growth capabilities – such as
enterprise solutions – directly into
our existing client relationships.
We have everything we need to succeed: exceptional
talent, world-class capabilities, trusted data and
technology solutions and groundbreaking partnerships,
as well as the scale and reach to service the most
complex multi-national, multi-brand clients in the world.”
CINDY ROSE
CHIEF EXECUTIVE OFFICER, WPP
WPP ANNUAL REPORT 2025 13
STRATEGIC REPORT
ELEVATE28: STRATEGY
CHIEF FINANCIAL
OFFICER’S STATEMENT
investment, as intended, into WPP Open,
AI and data, to enhance our offer for clients
and deliver an end-to-end marketing
platform for our people. Combined with
higher severance costs this led to a headline
operating margin of 13.0%, down from
15.0% in 2024, and equivalent to a 1.8
percentage point decline on a constant
currency basis and excluding the impact
from the sale of FGS Global.
CASH FLOW AND FINANCIAL POSITION
Throughout the year, we maintained a
disciplined approach to cash management.
Adjusted operating cash flow before working
capital remained robust at £1.2 billion, in
line with our most recent guidance of £1.1
to £1.2 billion. This reflected a lower level
of cash profit partially offset by lower capex
and cash restructuring costs.
ONGOING FOCUS ON COST SAVINGS
We continued our focus on operational
effectiveness and maintained a disciplined
approach to cost management, driving
total headline operating costs down 8.3%,
to £8.9 billion. This included: the annualised
impact of structural cost savings from
the creation of VML and Burson and
simplification of WPP Media; a continued
focus on back-office efficiency savings in
Finance, HR, Enterprise Technology and
Property; and active management of
our discretionary cost base. As a result,
headcount from the start of the year was
down 8.7%, exceeding the decline in
like-for-like revenue less pass-through
costs, and we also reduced the use of
freelancers. In addition, we saw a lower
level of employee incentive payments in the
year, reflecting our performance during the
period. During the year we reallocated
Like-for-like growth and margin for 2025 was
in line with our most recent guidance, but
there is no avoiding the fact that 2025 was
a disappointing year in terms of performance.”
JOANNE WILSON
CHIEF FINANCIAL OFFICER, WPP
SPOTLIGHT:
ENTERPRISE TECHNOLOGY
Our Enterprise Technology team has
been critical to making our back-office
operations run more efficiently,
modernising our systems and reshaping
how they work, leading to significant
cost savings. Actions include:
– Securing strategic technology
partnerships with Google, Microsoft
and AWS, helping to accelerate our
transformation and capitalise on
cutting-edge cloud and AI innovations,
while reducing costs
– Strong progress on rolling out
Microsoft 365 Copilot, extending this
to all employees in 2026, enabling
productivity gains and preparing for
AI enabled transformation across the
entire business operation, starting
with HR and Finance
– Rightsizing our technology support
organisation, while modernising our
infrastructure, networks and end user
computing tools
– Streamlining and strengthening our ERP
platforms (ERPs) across the business,
enabling improved productivity,
insights and decision making, laying the
foundation for the transformation of our
corporate functions
80%
of our computing workloads are
now hosted in the public cloud
(2024: 62%)
A CHALLENGING ENVIRONMENT
2
025 proved to be a very challenging
year, with top-line performance below
our initial expectations, as set in
February. Like-for-like revenue less pass-
through costs decreased 5.4%, compared
to our initial projections of flat to -2%.
This was due to three key factors.
First, gross client assignment losses
deteriorated through the year. This
particularly weighed on our media business,
by geography on the US and UK markets,
and by client sector on consumer-packaged
goods and telecom, media and entertainment.
Second, the aggregate level of client wins
in 2025 was lower than we initially expected,
and significantly below what we have
typically experienced. This partly reflected
a lower win rate but was mainly driven by
a lower level of aggregate new business
activity – industry estimates are that global
pitch activity saw a double-digit decline.
Despite this, we were encouraged by a
much-improved new business performance
in the fourth quarter with a number of major
client assignment wins.
The final factor was more cautious spending
from existing clients, with a higher degree
of volatility than we would typically expect.
Within this, spending varied across markets,
sectors and individual clients: some
increased expenditure, while others
reduced spend, but in aggregate our
existing clients spent less.
As a result of these factors, we saw revenue
pressure across most business sectors and
regions, but the biggest impact was felt
in our media business and in our largest
markets, the US and the UK. See Financial
review on page 26 for more details.
WPP ANNUAL REPORT 2025 14
STRATEGIC REPORT
OUTLOOK
Looking ahead as we start 2026, the
macro and geopolitical uncertainty that
characterised the global economy in
2025 remains. Against that backdrop, and
reflecting the impact from historical client
losses, we have taken a cautious approach
to setting targets for the year ahead.
We have guided to like-for-like revenue
less pass-through costs to be down mid
to high-single digits in the first half of 2026,
with an improving trajectory in the second
half. While client losses from 2025 will
continue to be a drag on revenue in 2026
our new business pipeline is healthy and
there remains a significant opportunity
to expand scope with existing clients.
On the cost side, we anticipate benefits
from the structural and efficiency initiatives
taken in 2025, and the early impact of the
Elevate28 strategy, to be offset by higher
costs from the rebuilding of staff incentive
levels and continued investment in WPP
Open, AI and data, as well as our growth
drivers. Overall, we anticipate headline
operating profit margin in the range of
12.0% to 13.0%.
Turning to cash flow, while we continue
to focus on tight cash management, we
do anticipate adjusted operating cash flow
before working capital to reduce to a range
of between £800 million and £900 million
in 2026, reflecting higher cash restructuring
charges of around £250 million, of which
around £190 million is associated with the
Elevate28 plan.
Finally, I would like to take this opportunity
to recognise the hard work and commitment
from colleagues across our business and
to thank our clients and shareholders for
their continued support. I am confident
that by delivering our new strategic plan,
Elevate28, we can build the firm financial
foundations to restore growth, rebuild
margins and drive long-term value for
clients, our people and shareholders.
You can read more about the financial
framework for our future growth strategy
on page 16.
Joanne Wilson
Chief Financial Officer
19 March 2026
While we continue to focus on working
capital management, we saw a working
capital outflow of £334 million (compared
to an inflow of £117 million in the prior year)
reflecting the temporary impact of reduced
staff incentives, combined with adverse
foreign exchange movements and changes
in our business mix.
Our robust cash flow continues to
support our goal to maintain firm financial
foundations and underpins our commitment
to an investment-grade balance sheet.
We reinforced these objectives with two
key initiatives:
– The Board has recommended a final
dividend of 7.5p per share, giving a total
dividend of 15p per share for 2025.
While this is a reduction year-on-year,
it represents a stable dividend from the
first half, and balances an appropriate
level of financial flexibility with continued
returns to shareholders
– In December, we successfully issued a
€1 billion bond, rated ‘BBB’ by S&P and
‘Baa2’ by Moody’s, consistent with an
investment-grade rating. Demand for the
bond was high, with a total order book
exceeding €2.9 billion, underscoring
investor confidence in WPP’s credit
profile and leading market position.
Consistent with our investment grade
balance sheet, both S&P and Fitch have
assigned WPP with a Long-Term issuer
Default Rating of ‘BBB’ and Moody’s have
assigned us a ‘Baa3’ rating.
Despite these initiatives, our financial
leverage increased due to the impact of
lower profits, with the average adjusted
net debt to headline EBITDA ratio for 2025
rising to 2.2x, up from 1.8x in 2024.
Our overall financial position however
remains strong, with £4.4 billion of available
liquidity as at 31 December 2025, including
cash and undrawn credit facilities, and an
average bond maturity of 5.8 years, with
no banking covenants.
A FOCUS ON PRIORITIES
Despite the challenging conditions, we
continued to focus on three key priorities
that we set out early last year, to drive
sustainable growth and profitability over
the medium term:
– Investment in WPP Open: we made good
progress, with close to 90% of client
facing staff now using the platform and
formed new strategic partnerships with
leading technology companies, including
Google and TikTok. We also enhanced
our data capabilities with the acquisition
of InfoSum, a leading privacy-first data
collaboration platform which now sits at
the heart of our foundational intelligence
layer, Open Intelligence. Cash investment
in AI, data and WPP Open in 2025 was
around £300 million, which was in line
with our planned spend and ahead of the
£250 million spent in 2024. We proactively
chose to ringfence this investment, which
was funded from savings elsewhere in the
Company, given the importance of WPP
Open to the Elevate28 strategy and WPP’s
future growth potential more broadly.
– Re-positioning our media business,
WPP Media: under CEO Brian Lesser
we have been focused on improving
the competitiveness of our proposition,
including our client delivery. This has
included implementing a new global
operating model across all our markets,
strengthening our commercial
proposition, building on our data
proposition with the integration of
Infosum and launch of Open Intelligence,
and upgrading our talent.
– Regaining momentum in new business:
our overall business performance was
below our expectations in 2025. We
were however encouraged by key client
assignment wins in the final quarter,
positioning WPP at the top of J. P. Morgan’s
new business league rankings. These wins
included significant new assignments:
with Kenvue for integrated marketing
activities; the UK government, Reckitt
and Henkel for media; and creative wins
such as Major League Soccer in the US.
This momentum continued into the
early months of the new year, with wins
including SC Johnson and Estée Lauder.
NEW BUSINESS Q425 $BN
NEW BUSINESS Q425
$BN
$BN
$BN
WPP Peer 1
2.5
Peer 2 Peer 3 Peer 4 Peer 5
Source: J. P. Morgan New Business Rankings, Q4 2025
WPP ANNUAL REPORT 2025 15
STRATEGIC REPORT
CHIEF FINANCIAL OFFICER’S STATEMENT
ELEVATE28: FINANCIAL FRAMEWORK
CREATING FIRM FINANCIAL FOUNDATIONS FOR THE FUTURE
– Our new strategic plan, Elevate28, is underpinned by a robust financial
framework that aims to reduce structural cost to fund organic investment
and rebuild margins, and simplify the portfolio to provide greater financial
flexibility and ultimately drive long-term value creation.
We are already implementing many parts
of our plan. However it will take time to
deliver and to realise the full benefits in
our operational and financial outcomes.”
JOANNE WILSON
CHIEF FINANCIAL OFFICER, WPP
Left to right: Brian Lesser (CEO, WPP Media), Cindy Rose
(CEO, WPP) and Joanne Wilson (CFO, WPP) present the
Elevate28 strategy to investors in February 2026.
OUR AIMS
– Our key priority is to return WPP to growth
– In the near-term this requires us to stabilise the operational performance of
the business, and in the medium- and longer-term we should see elevated
operational performance characterised by accelerating growth and improving
margin with strong cash conversion
– We plan to do this while delivering £500 million of gross annual cost savings,
which will enable investment in our growth drivers
– We plan to make WPP a simpler business, reducing the perimeter of the
Group and strengthening the balance sheet
OUR FINANCIAL FRAMEWORK
Stabilise
near-term
performance &
return to growth
Deliver
£500m
of gross savings
over three years
Focus
investment
reallocation into
growth drivers
Simplify
the portfolio, maintain
investment-grade
balance sheet & build
greater financial
flexibility
WPP ANNUAL REPORT 2025 16
STRATEGIC REPORT
ORDER OF PRIORITY
GROSS COST SAVINGS
Our cost actions are targeted at improving
execution and supporting our growth
priorities as much as they are about simply
removing costs.
REINVESTING
We will reinvest a significant portion of our
gross cost savings into high-growth areas
including media, commerce, high-velocity
production and enterprise solutions, as well
as strengthening our go-to-market capabilities,
rebuilding incentives and sustaining investment
in WPP Open. The balance will support a
rebuild of our margins, alongside improved
operating leverage as we return to growth.
BALANCE SHEET AND CAPITAL ALLOCATION
In light of the transformation programme, we have
reassessed our approach to capital allocation and
cash returns. Our priorities, in order, are as follows:
£500m
over three years 2026-2028
Next three years
– Delivering £500 million of gross annual cost savings by 2028
– Estimated total cash restructuring costs of around £400 million
Savings from:
– New operating model
– Structural cost savings from overhead reduction
– Rationalisation and simplification
– Maintain an investment-grade balance
sheet: our primary focus is to retain
strong liquidity, reduce gross debt
where possible and improve leverage
ratios over time
– Fund organic growth: we will ruthlessly
prioritise investment in the fastest
growing areas of our business, funded
with our cost initiatives to enable a
reallocation of investment to those
capabilities that support Group-wide
growth ambitions
– Share the proceeds of growth: we
will balance sustainable returns to our
shareholders with inorganic investment
but will have a laser focus on only
deploying capital when acquisition
is more efficient than building internal
capabilities. Excess capital will be
returned to shareholders
£300m
delivered
2024-2025
MAINTAIN INVESTMENT
GRADE BALANCE SHEET
Retain strong liquidity
Reduce gross debt
Improve leverage ratio
FUND ORGANIC GROWTH
Unlock cost savings
Prioritise investment in
fastest-growing areas
Disciplined and optimised
approach to ROI
SHARE THE PROCEEDS
OF GROWTH
Consistent and sustainable
returns to shareholders
M&A
Return excess capital
to shareholders
ELEVATE28: FINANCIAL FRAMEWORK WPP ANNUAL REPORT 2025 17
STRATEGIC REPORT
wppproduction.com
LEADERSHIP APPOINTMENTS
We are building a strong senior leadership
team, with several key appointments
made to help drive innovation and foster
a culture that enables our people to do
their best work.
In January 2026 we also created the Client
Solution Architects, a high-level strategic
group that will help streamline our global
operations and deliver best-in-class, highly
tailored end-to-end solutions for our clients.
WPP PRODUCTION LAUNCHES
In February 2026 we created WPP
Production, unifying our production
capabilities into a single, global operating
unit. Aligned through WPP Open, nearly
10,000 creative producers and craft experts
now form a single team led by Richard
Glasson, former Global CEO at Hogarth.
The Hogarth name will be retired.
We are investing significantly in growing
WPP Production, initially through a global
network of virtual production studios and
partnerships with key players. For our
people, this means a chance to be part
of the world’s most advanced production
team, with more opportunities to
collaborate, learn and grow their careers.
For our clients, it means content delivered
faster, with no compromise on craft.
IN BRIEF:
2025 was a year of transition
and adjustment as we took
steps to become more agile
and competitive, laying the
foundations that will place
our people at the heart
of our success.
THE YEAR IN REVIEW
PEOPLE
CAPABILITY SPOTLIGHT:
FUTURE TALENT
In 2025 Google became the primary curriculum partner for
our Creative Tech Apprenticeship, aimed at training more
than 1,000 early-career creative technologists by 2030.
The apprenticeship offers curious young minds a nine-month
paid programme of hands-on learning in creative coding,
game engines, virtual production, advanced machinery and
generative AI, alongside real-world challenges from clients
including L’Oréal and Unilever. More than 50 graduates have
already found permanent placements across WPP agencies,
creating a pool of innovative, future-facing talent.
wpp.com/talent
WPP ANNUAL REPORT 2025 18
STRATEGIC REPORT
CELEBRATING TALENT
Across the year, we were pleased to see the
work of our agencies and teams consistently
recognised by the industry.
Ogilvy became the Most Awarded Agency
for the seventh year running at the Global
Influencer Marketing Awards (with 35 wins);
WPP Media was named Media Holding
Company of the Year by MediaPost; Liz
Taylor (Ogilvy) and Debbi Vandeven (VML)
were named the top two creatives in the
world in The Drum creative rankings; WPP
was named Creative Company of the Year
at Cannes Lions; and WPP topped the
WARC Effective 100, Media 100 and
Creative 100 lists.
SUPPORTING OUR PEOPLE
To help create a world-class experience
for our people we committed to greater
investment in training and career
development, particularly in AI. We expanded
Future Readiness Academies, our library
of on-demand training, and rolled out
intensive AI bootcamps for executives and
a WPP-wide leadership academy. Our new
digital coach Nadia, which will help our
people prepare for meetings, set goals and
strengthen their leadership capabilities, will
be rolled out across the Company in 2026.
See page 37 for more.
We also opened new campuses in São
Paulo, Brazil, and Sydney, Australia, and
officially opened One Southwark Bridge
in London, uniting 3,000 employees from
WPP Open and WPP Media. Our campuses
bring together thousands of people from
across WPP agencies into single, state-of-
the-art workspaces. We now have 49
campuses globally.
REALIGNED FOR THE FUTURE
In May we relaunched GroupM as WPP Media
to offer simpler, more connected media
services to our clients. WPP Media aligns
with our global agency network through
WPP Open, creating an advanced platform
for scaled and integrated creative,
production, data, commerce and
personalised media delivery services.
Former GroupM agencies including
Mindshare, Wavemaker and
EssenceMediacom now operate as
dedicated teams within WPP Media,
retaining their individual brand identities
while sharing common technology,
capabilities and support. While the changes
led to some disruption and a reduction in
roles in parts of the business, WPP Media’s
transformation has created a more
integrated organisation, providing our
people with career development
opportunities across the Company.
wppmedia.com
We’re investing in our people, giving them access
to the latest learning, tools and technologies.
We’re strengthening our leadership and building a
culture that will help our people do their best work
and shape a high-performing WPP for the future.”
MARIECLAIRE BARKER
CHIEF PEOPLE OFFICER, WPP
Right: WPP’s Paris campus.
WPP ANNUAL REPORT 2025 19
STRATEGIC REPORT
THE YEAR IN REVIEW
THE YEAR IN REVIEW
CLIENT SATISFACTION
In 2025 clients rated us 8.2 out of 10 for
satisfaction, while our client net promoter
score rose almost four points to 34.9.
Overall, clients view us positively for building
strong client relationships, fuelling growth
and mitigating risk. Despite these positive
indicators, we experienced some large
client losses during the same timeframe –
including eBay, Ikea, Mars and Sky – partly
due to competitive pressures, but also
reflective of our underperformance in
some areas. Combined with fewer new
pitch opportunities, this meant our like-
for-like revenue less pass-through costs
declined 5.4%, with a slightly smaller
decline of 4.1% for our top 25 clients.
However, we were encouraged by the
new business momentum we saw towards
the end of the year, as we retained key
client assignments and gained new
accounts. In August, Mastercard appointed
WPP Media as its global shopper marketing
and commerce partner, while in November
Reckitt appointed WPP Media to manage
its media planning and buying across
21 European markets for brands including
Durex, Nurofen, Strepsils, Gaviscon, Veet,
Dettol, Finish and Vanish.
And we ended the year with some significant
wins, including a four-year contract for the
UK government’s media activities, and
global creative and production duties for
consumer healthcare leader Kenvue, for all
brands except Neutrogena.
CLIENT ROSTER
Our client roster includes some of the
world’s most influential and recognised
brands across all industry sectors: from
consumer packaged goods and technology
to healthcare & pharma and autos. We
partner with businesses of all sizes, from
global industry leaders to small and
medium-sized enterprises, across all major
regions including North and Latin America,
Europe, Asia and more.
Our top 100 clients account for half of
our revenue less pass-through costs. And
beyond that we serve around 1,600 smaller,
typically local or regional businesses.
1
IN BRIEF:
2025 was a challenging year
for WPP and some of our clients.
Towards the end of the year
we began to achieve renewed
momentum, with a number of
new business wins and
retentions.
~1,700
clients
1
21%
top 10 clients’ share of revenue less
pass-through costs (top 100: 50%)
1
Clients generating >£0.5 million of revenue per annum
TOP TEN CLIENTS
CLIENTS
WPP ANNUAL REPORT 2025 20
STRATEGIC REPORT
WORK WITH IMPACT
We have a rich history of delivering
commercially effective and award-winning
work. In 2025 Dove and Ogilvy celebrated
20 years of the Real Beauty campaign,
which has helped transform Dove from a
simple soap brand into a $7.5 billion platform
spanning seven categories. A strategy of
consistent, multi-channel evolution drove
real business results: Dove doubled in size
within a decade and is now one of the
world’s top ten most powerful brands.
Super Bowl remains one of the world’s
greatest cultural and marketing moments:
2026 drew an estimated global audience
of 125 million. This year, WPP Media secured
high-profile commercial opportunities for
major brands across consumer packaged
goods, entertainment and tech including
Danone, Novo Nordisk and Unilever.
VML and WPP Media created Sweet
Sandwich Time for Hellmann’s starring Andy
Samberg as Meal Diamond, who celebrated
his love of sandwiches to the tune of a classic
hit, while Ogilvy and WPP Media’s spot for
Dove, The Game is Ours, encouraged young
women to embrace confidence, joy and
love for sports even in the face of criticism.
We’re focused on achieving excellence for
our clients, listening carefully to their needs
and empowering our people to truly lead
with AI to produce the strategic, imaginative
work that will drive client growth.”
DEVIKA BULCHANDANI
CHIEF OPERATING OFFICER, WPP
We helped the Royal Navy transform its
recruitment process with an AI-powered
assistant that has handled over 578,000
questions, reducing live agent traffic by
76% and freeing up teams for complex
conversations. In 2025 we built on this
success with Atlas, a lifelike digital avatar
trained with specialist knowledge to test
the future of realistic conversational
experiences.
CLIENT RECOGNITION
We are always proud when our clients
receive recognition for their marketing
achievements. During the year Vaseline
Verified for Unilever was named Greatest
TikTok of the Year at the TikTok UK Business
Awards. Clients AXA, Dove and Vaseline
were named the top three Creative Brands
of the Year at 2025’s Cannes Lions, while
many other clients won top awards
including adidas, Burger King, IKEA, Google,
Mondelēz, Nestlé, Verizon and Wendy’s.
And thanks to Burson’s PR campaign to
launch BUBS Swedish candy in the US, BUBS
was named one of TIME’s Best Inventions
of 2025, while parent company Orkla Snacks
was included in TIME’s 100 Most Influential
Companies list.
8 out of 10
of the biggest advertisers in the world
are our clients: Alphabet (Google),
Amazon, L’Oréal, LVMH, Nestlé, P&G,
Samsung and Unilever
Above: Unilever’s Vaseline Verified by
Ogilvy was awarded Greatest TikTok of the
Year at TikTok UK Business Awards 2025.
Above: Nestlé’s The Break Chair by VML achieved
a 9% lift in KitKat sales.
WPP ANNUAL REPORT 2025 21
STRATEGIC REPORT
THE YEAR IN REVIEW
THE YEAR IN REVIEW
INVESTMENT IN AI
Our agentic marketing platform, WPP Open,
powers WPP. It transforms our ways of
working, breaks down internal silos,
automates ordinary tasks and delivers
faster, better creative work at scale, creating
a streamlined, more efficient WPP.
We prioritised investment in WPP Open
in 2025, helping drive innovation across
the Company. In April we acquired data
collaboration platform InfoSum, which
now powers WPP Open’s foundational
data layer, Open Intelligence. In May we
expanded our partnership with Vercel,
leveraging Vercel’s AI tool v0 to help
teams create beautiful, high-performance
online experiences without the need for
coding experience.
In October we announced a five-year
expansion of our partnership with Google.
Together, we will develop new production
workflows and features exclusive to WPP,
helping our clients create customised,
effective experiences for their customers
ahead of the competition.
We also launched WPP Open Pro, a
self-service version of WPP Open that will
help brands of all sizes plan, create and
publish campaigns independently.
And in January 2026 we launched Agent
Hub, a global catalogue of AI agents within
WPP Open designed and built by WPP
knowledge experts, representing decades
of expertise on topics including brand
strategy and behavioural science. WPP
teams can now use these agents to inform
their work on a daily basis.
We also expanded our long-standing global
partnership with Adobe in early 2026,
bringing together Adobe’s AI capabilities,
content platforms and data orchestration
with WPP’s strategic insight, creativity and
end-to-end transformation capabilities.
Watch WPP Open in action at
wpp.com/en/open
Read more about our approach to
AI and sustainability on page 35
and AI and data ethics on page 42
IN BRIEF:
We invested in key technology
partnerships and accelerated
our AI offering through WPP
Open, establishing new models
for marketing delivery and
broadening our addressable
market.
We are investing in market-leading AI to power
and expand WPP Open, the heart of our AI
capabilities, driving efficiency, quality and client
impact through innovation and creativity.”
STEPHAN PRETORIUS
CHIEF TECHNOLOGY OFFICER, WPP
WPP OPEN
WPP ANNUAL REPORT 2025 22
STRATEGIC REPORT
WPP OPEN PRO
The newly launched WPP Open Pro is
a self-service edition of WPP Open that
empowers brands to plan, create and
publish their marketing campaigns with
more control than ever before. The launch
was a strategic move to expand our
addressable market and serve smaller
companies and emerging brands who
may not be in the market for the full-service
offer we typically provide to large
multinational clients.
The launch of WPP Open Pro
is a progressive step that will
help us unlock new growth
opportunities across the
global advertising market.”
LAUREN WETZEL
GLOBAL PRESIDENT, DATA AND
TECHNOLOGY SOLUTIONS, WPP
WPP Open Intelligence acts as a
super-smart assistant that analyses
behaviour patterns across billions
of signals, giving clients unique
insights that help find new
customers and run smarter ads.”
ALEX STEER
CHIEF DATA OFFICER, WPP MEDIA
WPP OPEN INTELLIGENCE
In June we launched WPP Open
Intelligence, WPP Open’s foundational
data layer. Powered by InfoSum, WPP Open
Intelligence securely connects trillions of
live data points from clients, partners and
WPP in a privacy-first way. Clients can
now access vastly greater quantities of
high-quality consumer intelligence than
traditional ID solutions can offer.
ACQUISITION OF INFOSUM
The technology driving WPP Open
Intelligence is a result of our acquisition
of InfoSum in April 2025. InfoSum’s patented
cross-cloud collaboration technology makes
it possible to connect data sources across
the marketing ecosystem without moving
or exposing data.
WPP clients now also have access to
InfoSum’s extensive global data network,
representing hundreds of billions of data
signals from media platforms including
Channel 4, DIRECTV, ITV, Netflix, News Corp
and Samsung Ads, as well as major retailers
around the world.
STRATEGIC PARTNERSHIPS
Strategic partnerships are a core
differentiator for our business. Rather than
simply adopting third-party tools, we create
new solutions alongside the world’s leading
technology companies. That means we can
bring the needs of our clients directly into
the product development cycle, shaping
the new technology that will help our
clients grow.
Our approach spans both the world’s
major technology platforms and the latest
emerging innovations, ensuring we combine
the scale and reliability of established
partners with the agility and breakthrough
of next-generation technologies. We partner
with many of the world’s leading tech
companies, including Adobe, Amazon,
Google, Meta, Microsoft and TikTok, and
collaborate with a diverse range of emerging
and specialist partners, including Universal
Music Group, Vercel, Stability AI, Bria and
Runway, giving us a wide range of new
creative capabilities and business models.
powered by
WPP ANNUAL REPORT 2025 23
STRATEGIC REPORT
THE YEAR IN REVIEW
KPI WHAT IT IS AND WHY WE TRACK IT PERFORMANCE
Like-for-like revenue less pass-through
costs growth
1
(%)
This is the main measure of our strategic goal
to drive growth. Like-for-like revenue growth
excludes the impact of foreign currency and
acquisitions, while pass-through costs comprise
third-party fees which are charged directly
to clients.
Our top-line performance was impacted
by a lower level of net new business as client
assignment losses outpaced wins, together with
client spending cuts. However, we regained new
business momentum towards the end of the year,
with several new assignments including Kenvue
and the UK government.
Like-for-like revenue less pass-through
costs growth versus competitors
2
(%)
This measures our performance relative to our key
competitors – Dentsu, Havas, IPG and Omnicom
(which merged with IPG in 2025) and Publicis.
This provides investors and other stakeholders
with a clear metric to make direct comparisons.
In 2025, our growth rate was below the average
of our peers, reflecting a lower level of net new
business in a competitive environment.
Like-for-like revenue less pass-through
costs growth for our top 25 clients (%)
Our top 25 clients include some of the largest
advertisers in the world and represent around
32% of our revenue less pass-through costs,
making them an important driver of our
overall growth.
Spending by our largest clients was mixed in
2025, with some increasing spending but the
majority cutting back in light of increased
macroeconomic uncertainty.
Revenue per employee (£)
This is an indicator of our operational efficiency,
calculated by dividing total revenue by the
average number of full-time employees during
the period.
We continued to adjust our headcount in line
with the decline in revenue through our strategic
actions and other cost initiatives, maintaining
a broadly stable ratio of revenue to people.
Headline operating profit margin
1
(%)
This is a key indicator of our profitability.
It comprises profit on trading activities, excluding
certain one-off or exceptional items because their
size and nature mask the true underlying
performance year-on-year.
This is also a primary
driver of ROIC, which is a key input in Directors’
remuneration.
3
Our headline operating margin fell, reflecting
top-line pressure and higher severance costs,
particularly at WPP Media, which more than
offset the savings from our cost-cutting initiatives.
Adjusted operating cash flow before
working capital (£bn)
This is a key measure of cash generated from
our main business activities for financing and
taxation requirements and to support our capital
allocation policy. It excludes movements in
working capital, reflecting the potential for
volatility in the year-end working capital position.
3
The main driver of the lower cash inflow was the
decrease in headline operating profit. Working
capital was an outflow of £334 million, driven by
the temporary impact of reduced staff incentives,
adverse foreign exchange rate movements and
business mix.
1
Reconciliations from reported revenue-to-revenue less pass-through costs and subsequently like-for-like revenue less pass-through costs, and from reported profit before tax to headline operating
profit margin, are included on page 180. For a full description, see Glossary on pages 187-189
2
The peer average includes WPP. Competitor data sourced from publicly disclosed results. Prior periods have been restated to reflect Omnicom data which is now estimated from its reported
disclosure of revenue, third-party costs and foreign exchange movements
3
For a full description, see Glossary on pages 187-189
+0.9
-1.0-1.0
-5.4
2024
2023
2025
-0.5
20252025 -5.8
-2.1-2.1
20242024
20232023
+5.7
-4.1
+2.0
2024
2023
2025
132,000
129,000
2024
2023
2025 131,000
15.0
14.8
13.0
2024
2023
2025
1.3
1.5
1.21.2
2024
2023
2025
FINANCIAL KPIS
These allow us to track the financial health
of the Company, compare our actual
performance to our financial guidance for
investors, and benchmark ourselves against
our peers.
In 2025 our financial performance was
adversely affected by client assignment
losses outpacing new business wins,
combined with existing clients cutting
marketing spending in a more uncertain
economic environment.
NEW KPIS
This year we reviewed our key performance
indicators and made the following changes.
We added:
– Like-for-like revenue less pass-through
costs growth for our top 25 clients
– Revenue per employee
– Adjusted operating cashflow before
working capital
We removed:
– Digital billings as % of media billings
– Net new business billings
– Adjusted operating cashflow conversion
KEY PERFORMANCE INDICATORS
WPP ANNUAL REPORT 2025 24
STRATEGIC REPORT
For a discussion of the financial and
non-financial indicators considered in
assessment of the performance-linked
elements of compensation outcomes for
the Short-term Incentive Plan and the
Executive Performance Share Plan, see
the Compensation Committee Report
on page 93.
NONFINANCIAL KPIS
Our non-financial KPIs measure progress
on a range of operational metrics, covering
our capabilities, our people, our clients and
the environment.
During the year we made good progress
on all these metrics.
KPI WHAT IT IS AND WHY WE TRACK IT PERFORMANCE
WPP Open monthly active users
WPP Open is our agentic marketing platform.
Internal adoption is a key metric as it empowers
our teams to deliver better work, faster,
supercharging our marketing capabilities
and creative output.
WPP Open is increasingly embedded into how
we work, with 71,000 staff now using the platform
regularly, equivalent to around 90% of client-
facing staff, compared to 33% a year ago.
Proportion of women in executive
leadership roles
1
(%)
A workforce that reflects society, and the
consumers our clients want to reach, helps
us do the best work and is good for business.
We aim to achieve gender parity at Board and all
other levels.
The proportion of women in executive leadership
roles (including the Board) remained at 42%
.
At the senior manager level 55% are women
(2024: 54%). The composition of the Board and
Executive Committee by gender is shown on
page 83.
Employees in shared campuses
2
Campuses bring our agencies together to make
collaboration easy and give clients access to the
breadth and depth of our talent in one location.
They also replace our historical footprint of
smaller offices with larger, modern units, lowering
our environmental footprint.
We now have 49 campuses across the globe,
which can accommodate 73,000 people.
Alongside the official opening of our third
London campus, we opened two new campuses
in São Paulo in Brazil for 4,000 people and Sydney
in Australia for 950.
Client satisfaction score (out of 10)
This measures how satisfied our clients are with
our services, which is a key driver of our revenue.
During 2025, clients rated us 8.2 out of 10 for
satisfaction, a record high, while our client net
promoter score, which measures customer
loyalty, increased to 34.9 points. Clients view us
positively for building strong client relationships,
fuelling growth and mitigating risk.
Carbon emissions per person from our
owned operations (tCO
2
e, Scope 1 and 2)
We measure carbon emissions per employee, as
headcount is closely linked to levels of business
activity, and this allows us to reflect the impact
of acquisitions and disposals without needing
to adjust our baseline.
Carbon emissions per employee fell 37%
compared with 2024, and by 88% since our
2019 baseline.
Share of electricity purchased from
renewable sources
4
(%)
To support our carbon-reduction targets we are
a member of RE100, a global initiative bringing
together businesses committed to 100%
renewable electricity to accelerate change
towards zero-carbon grids at scale.
We purchased 100%
of our electricity from
renewable sources, meeting our target of 100%
by 2025 on schedule.
1
In line with the FTSE Women Leaders Review, the independent, business-led framework supported by the UK government. Executive leadership roles are defined as the Board and executive
leadership population (see WPP Sustainability Reporting Criteria 2025)
2
Defined as employees and freelancers in campuses
3
2024 business air travel and heat and steam restated (see page 49)
4
Exclusions applied to our target boundary for the first time in line with RE100 criteria (see page 49)
Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2025.
For PwC’s 2025 Limited Assurance Report and the WPPSustainability Reporting Criteria 2025, see wpp.com/sustainabilityreport2025
33,000
10,000
2024
2023
71,0002025
5842
5842
5941
Female
Male
2024
2023
2025
68,000
60,000
73,000
2024
2023
2025
8.1
8.0
8.2
2024
2023
2025
0.19
0.15
3
2025
2024
2023
0.100.10
100
93
88
2025
2024
2023
KEY PERFORMANCE INDICATORS WPP ANNUAL REPORT 2025 25
STRATEGIC REPORT
FINANCIAL REVIEW
FINANCIAL HIGHLIGHTS
-5.4%
like-for-like revenue less
pass-through costs growth
(2024: -1.0%)
13.0%
headline operating margin
(2024: 15.0%)
£1.2bn
adjusted operating
cash flow before working capital
(2024: £1.3bn)
£13.6bn
revenue
(2024: £14.7bn)
REVIEW OF RESULTS
Reported revenue was down 8.1% at
£13.6 billion. Reported revenue on a like-
for-like basis was down 3.6% compared with
last year. This excludes the impact of foreign
currency and acquisitions and disposals.
Net changes from acquisitions and disposals
had a negative impact of -2.7% and foreign
exchange had a negative impact of -1.8%
on growth.
Revenue less pass-through costs was down
10.4% reported, and down 5.4% on a like-
for-like basis. The negative impact of net
changes from acquisitions and disposals
was -3.3% and from foreign currency -1.7%.
PROFITABILITY
Reported profit before tax was £131 million,
compared to £1,031 million in the prior year,
with the decrease primarily due to the
lower year-on-year revenue and higher
goodwill impairment charges and property
impairment charges. The prior year also
included higher gains on disposals of
investments and subsidiaries, predominantly
related to the disposal of FGS Global.
Reported loss after tax was £172 million,
compared to £629 million profit in the
prior year.
Reported operating profit was £382 million
(2024: £1,325 million) at a reported operating
profit margin of 2.8% (2024: 9.0%) with the
decrease due to lower revenue and higher
total adjusting items of £939 million (2024:
£382 million), slightly offset by a decrease
of total headline operating costs. Total
headline operating costs were down 8.3%,
to £8,855 million (2024: £9,652 million).
Headline operating profit was £1,321 million
(2024: £1,707 million) at a headline operating
profit margin of 13.0% (2024: 15.0%), 2.0
percentage points lower than prior year and
1.8 points lower like-for-like. This year-on-
year decline reflects lower revenue less
pass-through costs and increased severance
activity compared to the prior year, in
particular at WPP Media, partially offset
by lower staff incentives.
Staff costs of £7,083 million were down
8.7% compared to the prior year (2024:
£7,761 million), reflecting lower headcount
as a result of the actions we have taken
to mitigate the top-line decline this year.
This has offset wage inflation and higher
severance costs of £141 million (2024:
£61 million). Staff incentives of £181 million
were down 50.1% compared to the prior
year (2024: £363 million) due to business
performance against annual incentive
targets and the disposal of FGS Global.
The average number of people in the Group
in 2025 was 103,277 compared to 111,281 in
2024. The total number of people as at 31
December 2025 was 98,655 compared to
108,044 as at 31 December 2024.
Establishment costs of £420 million were
down 11.0% compared to the prior year
(2024: £472 million) driven by benefits from
the ongoing campus programme and
consolidation of leases, the benefit from
the FGS disposal in 2024 and a favourable
FX impact.
Technology spend of £642 million (2024:
£684 million) was down 6.1%, reflecting our
ongoing focus on driving efficiencies to
mitigate inflation, offset by our continuing
investment in WPP Open, AI and data.
Personal costs of £177 million (2024:
£209 million) were down 15.3% driven by
savings in travel and entertainment, while
other operating expenses of £533 million
(2024: £526 million) slightly increased by
1.3% due to cost inflation, slightly offset
by efficiency savings.
Headline EBITDA (including IFRS 16
depreciation) for the year was down 20.2%
to £1,545 million.
ADJUSTING ITEMS
The Group incurred £939 million of adjusting
items in 2025, mainly relating to goodwill
impairment charges of £641 million (2024:
£237 million), primarily relating to Ogilvy
and AKQA, property impairments of £114
million (2024: £3 million), amortisation and
impairment of acquired intangible assets
of £61 million (2024: £93 million) and
restructuring and transformation costs
of £68 million (2024: £251 million). The prior
year included gains on disposals of
investments and subsidiaries of £322 million,
predominantly related to the disposal
of FGS Global.
The restructuring and transformation costs
of £68 million (2024: £251 million) represent
a decrease of £183 million from the prior
year, consistent with the expected ramp
down of historical transformation
programmes.
This Strategic Report includes figures and ratios that are not readily available from the Financial Statements. Management believes that these non-GAAP measures, including constant currency
and like-for-like growth, and headline profit measures, are both useful and necessary to better understand the Group’s results. Where required, details of how these have been arrived at are shown
on pages 180–183 and are defined in the Glossary on page 187
WPP ANNUAL REPORT 2025 26
STRATEGIC REPORT
REVENUE LESS PASSTHROUGH COSTS GROWTH VERSUS 2024
(%)
EARNINGS
Losses attributable to shareholders were
£215 million, compared to a profit of £542
million in the prior year, reflecting the same
factors as operating profitability and a
higher effective tax rate, slightly offset by
a decrease in non-controlling interests and
net finance costs.
Reported diluted earnings per share was
(20.0)p (2024: 49.4p), a decrease of 140.5%
due to a net loss in 2025 compared to net
income in 2024.
Headline diluted earnings per share was
63.2p (2024: 88.3p), a decrease of 28.4%,
predominantly due to lower headline
operating profit and same factors as above.
DIVIDEND
The Board is proposing a final dividend for
2025 of 7.5p per share, which together with
the interim dividend paid in November 2025
gives a full-year dividend of 15.0p per share.
The record date for the final dividend is 5
June 2026, and the dividend will be payable
on 3 July 2026. The dividend has been
reduced, balancing consistent returns to
shareholders with investment for growth.
FINANCE COSTS
Reported net finance costs were £290
million (2024: £330 million), including net
charges of £16 million (2024: £50 million)
relating to the revaluation and retranslation
of financial instruments. Headline net
finance costs of £274 million were down
2.1% compared to the prior year (2024:
£280 million), primarily due to lower
average adjusted net debt and lower
interest rates in 2025 compared to 2024.
TAX
The reported effective tax rate was 231.3%
(2024: 39.0%) and the headline effective tax
rate (based on headline profit before tax)
was 32.0% (2024: 28.0%). The higher
year-on-year headline tax rate resulted from
the effect of lower headline profit before
tax in 2025 on fixed elements of our
headline tax charge compared to prior
year. The reported effective tax rate is
higher than the headline effective tax rate
due to non-deductible goodwill charges.
CASH FLOW HIGHLIGHTS
Reported net cash inflow from operating
activities decreased to £724 million
(2024: £1,408 million inflow) due to a
reported operating profit decline and
a large working capital outflow compared
to an inflow in 2024. Working capital was
an outflow of £334 million compared with an
inflow of £117 million in the prior year, partly
due to the impact of lower staff incentives.
Adjusted operating cash outflow before
working capital was £1,189 million (2024:
£1,343 million). The main driver of the lower
cash inflow was the decrease in headline
operating profit, partially offset by lower
non-headline cash items, capital
expenditure and lease repayments.
Included within non-headline cash items
is £82 million of cash restructuring costs
(2024: £275 million).
Adjusted free cash flow was £202 million
(2024: £738 million), lower than prior year
due to a decrease in adjusted operating
cash flow and higher cash taxes, partially
offset by lower contingent consideration
liability payments, net interest and
dividends to minorities/from associates.
Adjusted net cash outflow was £363 million,
compared to an adjusted net cash inflow
in the prior year (2024: £745 million inflow),
primarily due to higher disposal proceeds,
predominantly from the FGS Global disposal
in 2024, partially offset by lower dividends
paid.
Like-for-like
Reported
Acquisitions
FX
-10.4
-1.7
-3.3
-5.4-5.4
FINANCIAL REVIEW WPP ANNUAL REPORT 2025 27
STRATEGIC REPORT
BUSINESS SECTOR REVIEW
Global Integrated Agencies
WPP Media saw a decline in like-for-like
revenue less pass-through costs of 5.9%
in 2025 (2024: +2.7%) which was a result
of client assignment losses, cuts to client
spending and one-off factors during the
year. Other Global Integrated Agencies
declined 5.6% (2024: -3.9%) year-on-year
as a result of lower overall client spending,
particularly at Ogilvy which declined
high-single digits in the year. There was
also continuing pressure on project-based
work which weighed on all our agencies.
Public Relations
In 2025, Public Relations saw a decline
in like-for-like revenue less pass-through
costs of 6.0% (2024: -1.7%) as Burson
faced a challenging environment for
client discretionary spending, in particular
in Europe. We are encouraged by an
improving trend in Q4 and continued new
business momentum with positive growth
in the US in Q4. Reported revenue less
pass-through costs continues to be
impacted by the disposal of FGS Global
which completed in Q4 2024.
Specialist Agencies
CMI Media Group, our specialist healthcare
media planning and buying agency,
continued to grow strongly at double-digit
like-for-like revenue less pass-through costs
growth in the year. Meanwhile, Landor and
Design Bridge and Partners continued to
grow, supported by spend from existing
clients. Pressure remains on the longer tail
of activities within the segment, and overall
Specialist Agencies LFL growth declined
0.7% in 2025 (2024: -2.3%).
REVENUE ANALYSIS
1
£ million 2025 2024
+/(-) %
reported
+/(-) %
LFL
2
Global Integrated Agencies 11,956 12,661 (5.6) (3.7)
Public Relations 705 1,156 (39.0) (6.7)
Specialist Agencies 889 924 (3.8) 1.0
REVENUE LESS PASSTHROUGH COSTS ANALYSIS
1
£ million 2025 2024
+/(-) %
reported
+/(-) %
LFL
2
Global Integrated Agencies 8,740 9,452 (7.5) (5.7)
Public Relations 667 1,089 (38.8) (6.0)
Specialist Agencies 769 818 (6.0) (0.7)
HEADLINE OPERATING PROFIT ANALYSIS
1
£ million 2025 % margin
3
2024 % margin
3
Global Integrated Agencies 1,165 13.3 1,491 15.8
Public Relations 102 15.3 166 15.2
Specialist Agencies 54 7.0 50 6.1
Notes
1
During 2025, the Group reallocated a number of businesses between Global Integrated Agencies and Specialist Agencies.
Prior year figures have been restated to reflect the reallocation
2
Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions, disposals
and other adjustments
3
Headline operating profit as a percentage of revenue less pass-through costs
At 31 December 2025, financial information was reported within our three reportable
segments, Global Integrated Agencies, Public Relations and Specialist Agencies,
which reflected the way in which performance was reviewed and resources were
allocated in 2025. Segmental information presented above in the Business Sector
Review is based on the segment structure as at 31 December 2025.
In February 2026, the Group announced an update to its structure into four operating
units: WPP Media, WPP Production, WPP Enterprise Solutions and WPP Creative.
These changes require a reassessment of the Group’s operating and reportable
segments. Discrete financial information is not yet readily available for all four
operating units at the date of the publication of this report. Any supplemental
revenue data on a standalone operating unit basis will be provided as appropriate.
LIKEFORLIKE REVENUE LESS PASSTHROUGH COSTS GROWTH BY BUSINESS VERSUS 2024
%
Global Integrated Agencies
P
ublic Relations
Specialist Agencies
Total
5.7
6.0
0.7
5.4
FINANCIAL REVIEW WPP ANNUAL REPORT 2025 28
STRATEGIC REPORT
REGIONAL REVIEW
North America revenue less pass-through
costs declined 4.6% like-for-like in 2025
(2024: -0.7%), driven by an anticipated
further sequential deterioration in Q4. This
was mostly due to H1 client account losses
at WPP Media weighing on like-for-like
revenue less pass-through costs. In addition
to this, there were client spending cuts, in
particular at Ogilvy and AKQA, with pressure
centred on CPG and government and a
decline in spend in tech & digital services.
United Kingdom like-for-like revenue less
pass-through costs declined 7.6% in 2025
(2024: -2.7%) due to the continuing impact
of client assignment losses amplified by
spending cuts. Pressure was centred on WPP
Media and VML, offsetting an improving
trend at AKQA.
Western Continental Europe saw a decline
in like-for-like revenue less pass-through
costs of 4.7% in 2025 (2024: +1.7%). Spain
declined year-on-year but grew in Q4, while
declines in Germany persisted during the
year, driven mostly by pressure on Ogilvy
and VML.
Asia Pacific, Latin America, Africa & the
Middle East and Central & Eastern Europe
declined in 2025, mostly driven by Asia
Pacific. India is a relative outperformer,
growing in 2025 on new business
momentum, in particular at WPP Media.
This was offset by a decline in China on
the continued impact of client assignment
losses and persistent macroeconomic
pressures. There were declines in Latin
America but relative stability in Africa &
Middle East and growth in Central &
Eastern Europe.
At 31 December 2025, financial information was reported within our four regions,
North America, United Kingdom, Western Continental Europe and Rest of World
(AP, LA, AME, CEE) which reflected the way our regions were disclosed as at
31 December 2025.
In February 2026, the Group announced an update to its structure to operate
across the following four regions, North America, Latin America, EMEA and APAC.
Our financial information within the regional review will be presented across these
four regions going forward.
REVENUE ANALYSIS
£ million 2025 2024
+/(-) %
reported
+/(-) %
LFL
1
N. America 4,966 5,567 (10.8) (3.4)
United Kingdom 2,055 2,185 (5.9) (7.6)
W. Cont. Europe 2,891 3,013 (4.0) (0.1)
AP, LA, AME, CEE
2
3,638 3,976 (8.5) (4.0)
REVENUE LESS PASSTHROUGH COSTS ANALYSIS
£ million 2025 2024
+/(-) %
reported
+/(-) %
LFL
1
N. America 3,837 4.394 (12.7) (4.6)
United Kingdom 1,503 1,588 (5.4) (7.6)
W. Cont. Europe 2,143 2,375 (9.8) (4.7)
AP, LA, AME, CEE
2
2,693 3,002 (10.3) (5.9)
HEADLINE OPERATING PROFIT ANALYSIS
£ million 2025 % margin
3
2024 % margin
3
N. America 663 17.3 825 18.8
United Kingdom 164 10.9 237 14.9
W. Cont. Europe 212 9.9 259 10.9
AP, LA, AME, CEE
2
282 10.5 386 12.9
Notes
1
Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions and disposals
and other adjustments
2
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
3
Headline operating profit as a percentage of revenue less pass-through costs
Asia Pacific, Latin America, Africa &
Middle East and Central & Eastern Europe
North America
United Kingdom
Western Continental Europe
Total
4.6
7.6
4.7
5.4
5.9
LIKEFORLIKE REVENUE LESS PASSTHROUGH COSTS GROWTH BY REGION VERSUS 2024
%
FINANCIAL REVIEW WPP ANNUAL REPORT 2025 29
STRATEGIC REPORT
BALANCE SHEET HIGHLIGHTS
Non-current assets of £10,905 million
decreased by £943 million (31 December
2024: £11,848 million), primarily driven
by lower goodwill due to impairment
charges of £641 million and lower property,
plant and equipment due to property
impairments of £114 million recognised
in the year. The remainder of the decrease
primarily relates to depreciation, amortisation
and foreign exchange.
Current assets of £13,170 million decreased
by £491 million (31 December 2024:
£13,661 million). The decrease is principally
driven by lower trade and other receivables,
which reduced by £443 million.
Current liabilities of £14,835 million
decreased by £681 million (31 December
2024: £15,516 million). The decrease
primarily relates to trade and other
payables which decreased by £807 million
and corporate income tax payable which
decreased by £112 million, partially offset
by a net increase in current borrowings
of £238 million. The increase in current
borrowings is due to the €750 million of
2.25% bonds maturing in September 2026
becoming current, mostly offset by the
repayment of €500 million of 1.375% bonds.
The decrease in corporate income tax
payable is due to the lower tax charge
compared to prior year.
The decrease in both current trade and
other receivables and trade and other
payables is primarily due to client activity
and timing of payments.
Non-current liabilities of £6,468 million
increased by £209 million (31 December
2024: £6,259 million). The increase is primarily
due to the issuance of €1,000 million of
3.625% bonds, offset by the €750 million
of 2.25% bonds becoming current in the year.
Recognised within total equity, other
comprehensive loss of £220 million (2024:
£62 million loss) includes a £205 million loss
(2024: £72 million loss) for foreign exchange
differences on translation of foreign
operations, a £58 million loss (2024:
£58 million gain) for cash flow hedge
amounts reclassified to profit or loss and
a £54 million decline (2024: £7 million) in the
fair value of equity investments, partially
offset by a £68 million gain (2024: £3 million
loss) on the Group’s net investment hedges.
ADJUSTED NET DEBT
As at 31 December 2025, the Group had
cash and cash equivalents of £2,694 million
(31 December 2024: £2,638 million) and
borrowings of £4,861 million (31 December
2024: £4,380 million). The Group has current
liquidity of £4,384 million (31 December
2024: £4,464 million), comprising of cash
and cash equivalents, bank overdrafts and
undrawn credit facilities.
As at 31 December 2025, adjusted net debt
was £2,167 million (31 December 2024:
£1,742 million), up £425 million. Average
adjusted net debt in 2025 was £3,404 million,
compared to £3,506 million in 2024. The
average adjusted net debt to headline
EBITDA ratio in the 12 months ended
31 December 2025 was 2.2x (12 months
ended 31 December 2024: 1.8x).
The Group has a five-year Revolving Credit
Facility of $2.5 billion which matures in
February 2031 following the final one-year
extension option that was executed in
February 2026. The Revolving Credit Facility
has no financial covenants and remained
undrawn at 31 December 2025.
In March 2025, we repaid €500 million
of 1.375% bonds which matured and in
December 2025, we issued €1,000 million
of 3.625% bonds, maturing 2031, in
a successful bond raising which was
oversubscribed.
As at 31 December 2025, our bond portfolio
had an average maturity of 5.8 years
(31 December 2024: 6.3 years) and a
weighted average coupon rate of 3.5%
(31 December 2024: 3.5%).
OUTLOOK
Our guidance for 2026 is as follows:
– Like-for-like revenue less pass-through
costs expected to decline mid to
high-single digits in the first half of 2026
with an improving trajectory in the
second half
– Headline operating margin expected
to be 12% to 13%
– Adjusted operating cash flow before
working capital of £800 million
to £900 million
Other 2026 modelling assumptions:
– Mergers and acquisitions will not
significantly impact revenue less
pass-through costs
– FX impact: current rates (at 27 January
2026, with USD/GBP rate of 1.38) imply
a c.1.6% drag on FY 2026 revenue less
pass-through costs
In keeping with our revenue less
pass-throughs costs and headline operating
margin guidance, we now expect the
following:
– Headline earnings from associates
of around £30 million
– Non-controlling interests of around
£45 million
– Headline net finance costs of around
£290 million
– Headline effective tax rate between
33% to 34%
The following items impact adjusted
operating cash flow before working capital:
– Capital expenditure broadly flat
year-on-year at around £190 million
– Total cash restructuring costs of around
£250 million, consisting of c.£190 million
from Elevate28, our recently announced
strategic plan, and c.£60 million from
historical programmes
For more information on our Elevate28
strategy see page 10
3,404
(3,506)(3,506)
(3,621)
AVERAGE ADJUSTED NET DEBT
(£M)
AV
ER
AG
E
A
D
JUS
TED
N
ET DEB
T
AVERAGE ADJUSTED NET DEBT
(
£M
)
(£M)
202520242023
WPP ANNUAL REPORT 2025 30
STRATEGIC REPORT
FINANCIAL REVIEW
OUR APPROACH TO SUSTAINABILITY
NONFINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
This section outlines where to find details on the disclosure requirements under sections 414CA and 414CB of the Companies Act 2006,
as amended by the Climate-related Financial Disclosure Regulations 2022. WPP’s TCFD disclosure is consistent with nine of the
11 TCFD requirements, and partially consistent with two (see TCFD Statement from page 43 for further details). We have provided
quantified progress against selected categories of Scope 3 emissions (see 'Environment' from page 33) where we have sufficiently
robust and reliable data. With no financially material climate risk identified, we believe our TCFD disclosures sufficiently explain our
approach; relevant information is referenced in our TCFD statement from page 43.
WPP POLICIES AND GUIDANCE RELEVANT PRINCIPAL RISK
Environmental matters – Environment (pages 33-36)
– TCFD statement (pages 43-48)
ESG including regulatory and reporting
Employees – People (pages 18-19)
– Social (pages 37-38)
People, culture and succession
Social matters – Social (pages 37-38) N/A
Human rights – Human rights (page 41) N/A
Anti-bribery and corruption – Policies, procedures and culture (pages 51-53) Regulatory
ASSESSING MATERIALITY
We use a materiality process to ensure our
sustainability strategy, investments and
reporting focus on the topics of greatest
importance and relevance to our business
and stakeholders.
Our double materiality approach assesses
ESG factors through an ‘outside-in’ lens
(potential to affect our financial
performance) and an ‘inside-out’ lens
(our potential impact on society and the
environment). The table (right) sets out the
topics identified as material for WPP. These
inform our ESG approach, focusing activity
on the areas of greatest importance and
relevance to our business and stakeholders.
As materiality is dynamic, we monitor and
adjust as needed. No changes were
identified in 2025. In 2026, we will review
our double materiality assessment against
our evolved corporate strategy.
Indicates where a topic is material
from an impact perspective
MATERIAL ESG TOPICS
Corporate culture and business ethics (Social, pages 37-38; Policies, procedures and
culture, pages 51-53)
Fraud, corruption and bribery (Policies, procedures and culture, pages 51-53)
Data privacy and security (AI and data governance, page 42)
Equal treatment and opportunities for all employees (Social, pages 37-38)
Operational greenhouse gas emissions (Environment, pages 33-36)
Regulatory compliance (Policies, procedures and culture, pages 51-53)
Responsible AI and technology use (AI and data governance, page 42)
Responsible marketing and communications (Social, pages 37-38)
Social and environmental impact of our client work (Social, pages 37-38)
Supply chain greenhouse gas emissions (Environment, pages 33-36)
Talent attraction, retention and development (Social, pages 37-38)
Find further information about our sustainability strategy at wpp.com/sustainabilityreport2025, including:ADDITIONAL
SUSTAINABILITY
DISCLOSURES
WPP Sustainability
Reporting Criteria 2025
The basis of preparation
for metrics subject to
independent limited
assurance
ESG Data Book 2025
A summary of 2025
non-financial metrics,
including environmental
and social metrics and data
on non-material ESG topics
Reporting Standards Index
A summary of the locations
of disclosure related to
sustainability reporting
frameworks
Double Materiality
Supplement
Further information on our
approach to assessing double
materiality
Indicates where a topic is material from
a financial perspective
We combine creativity with our global scale to progress
sustainability in our own business, for our clients and
across our industry.
WPP ANNUAL REPORT 2025 31
STRATEGIC REPORT
SUSTAINABILITY AND OUR STRATEGY
1
In line with the FTSE Women Leaders Review, the
independent, business-led framework supported by the
UK government. Executive leadership roles are defined as
the Board and executive leadership population (see WPP
Sustainability Reporting Criteria 2025)
2
Against a 2019 baseline
Selected metrics marked with this symbol have been
subject to independent limited assurance procedures
by PricewaterhouseCoopers LLP (PwC) for the year ended
31 December 2025. For PwC’s 2025 Limited Assurance
Report and the WPP Sustainability Reporting Criteria 2025,
see wpp.com/sustainabilityreport2025
IN BRIEF:
Built on transparency and integrity, our sustainability approach
empowers our people, clients and partners to navigate complex
change, capture new opportunities and drive growth, even in
times of disruption.
HOW OUR SUSTAINABILITY STRATEGY HELPS US EARN TRUST AND DELIVER GROWTH
EARN TRUST DELIVER GROWTH DRIVE IMPACT
PEOPLE
Build a culture where
everyone is treated with
dignity and respect
Ensure an inclusive working
environment for all
Build energy-efficient
campuses that make
a positive contribution
to local communities
Grow future skills
and knowledge
– 196,000+ Future Readiness Academies
lessons completed by 47,000+ unique
users to date
–42% of executive leaders
1
and 55% of
senior managers are women (2024: 42%
and 54%)
– Nearly 40,000 people participated in
our People Pulse, our new employee
engagement survey
CLIENTS
Ensure fairness and high
standards across our work,
including AI, privacy and
data ethics
Reduce Scope 1 and 2
emissions by 84% by 2025
and Scope 3 emissions by
50% by 2030
2
Support our clients as they
deliver their emissions
reduction and wider
sustainability goals
– 89% absolute reduction in tCO
2
e
emissions (Scope 1 and 2) since 2019,
exceeding our science-based target
– 17% reduction in media emissions
since 2019
– 82% of top 50 clients have set or
committed to set science-based
carbon reduction targets (2024: 82%)
– 71,000 WPP Open monthly active
users (2024: 33,000)
PARTNERS
Ensure our sustainability
commitments and
principles are upheld
across our value chain
Drive positive impact
through our work, external
partnerships and initiatives
– 52% of our carbon-strategic suppliers
have set science-based carbon
reduction targets
– £28.9 million total social contribution,
including cash donations, pro bono
work and free media space (2024:
£26.9 million)
We have achieved our first near-term carbon reduction target. In 2026 we will update our carbon commitments, introducing long-term
commitments for the first time, and review our sustainability strategy to ensure it continues to support our broader corporate strategy.
1 2 3 4
1 2 3 4
1 2 3 4
SUPPORTING WPP'S
STRATEGIC OBJECTIVES:
1
Deliver superior growth for clients
2
Become a simpler, integrated
company
3
Unlock the advantage
of WPP Open
4
Create firm financial foundations
for the future
By embedding sustainability across the
business we can earn trust and deliver
growth for our people, clients and partners.
WPP ANNUAL REPORT 2025 32
STRATEGIC REPORT
SUSTAINABILITY
ENVIRONMENT
OUR CLIMATE STRATEGY
We continue to focus on reducing carbon
emissions in line with the Paris Agreement’s
goal of limiting global warming to 1.5°C.
89%
reduction in absolute Scope 1 and 2
emissions since our 2019 baseline, exceeding
our 2025 target of 84%, and a 42% reduction
year-on-year
100%
electricity purchased from renewable
sources for the first time, in line with RE100
1
In 2026 we will update our Scope 1, 2 and 3
carbon reduction targets, introducing
long-term commitments, consistent with
the Science Based Target initiative’s (SBTi)
Corporate Net Zero Standard.
NEARTERM TARGETS:
– ACHIEVED: 84% absolute Scope 1
and 2 emissions reduction by 2025
2
– IN PROGRESS: 50% absolute Scope
3 emissions reduction (including
emissions from media buying and
production) by 2030
2
Targets verified by the SBTi.
We are implementing detailed, executive-
sponsored emissions reduction strategies
across our five delivery streams: workspaces,
enterprise technology, procurement, media
and production. Our Net Zero Leadership
Group, which brings these sponsors
together, oversees progress.
REDUCING SCOPE 1 AND 2 EMISSIONS
We’ve exceeded our target to reduce
absolute Scope 1 and 2 carbon emissions
by 84% from a 2019 baseline, driven by:
–100%
1
electricity purchased from
renewable sources in line with RE100
(2024: 93%)
– 74% centrally leased company cars
now electric or hybrid (2024: 63%)
– Improved energy efficiency through our
campus programme, moving our people
into fewer, more efficient buildings
With such a substantial reduction in our
Scope 1 and 2 emissions, the composition
of our footprint will change. For example, the
refrigerant gases used to cool our buildings
– immaterial in 2021 when we set our 2025
reduction target – have become material
based on our initial assessment and will be
included in our updated Scope 1 emissions
total, to be disclosed later in 2026.
REDUCING SCOPE 3 EMISSIONS
Our supply chain makes up the
overwhelming majority of our total
emissions. So, engaging our vendors
is critical in reducing emissions.
We are improving how we measure
emissions in our supply chain so we can
focus our efforts where they will have most
impact, for example by centralising data
sources, enhancing modelling techniques
and automating data feeds. In 2025 we
engaged Watershed, an enterprise
sustainability platform, to continue to
strengthen emissions data quality and
coverage. In 2026 we will update our Scope
3 emissions total and baseline to reflect
these improvements and the evolution
of our operating model.
IN BRIEF:
This section sets out how we are
decarbonising our business and
supply chain while supporting our
clients’ carbon reduction efforts.
ENVIRONMENT SPOTLIGHT:
WPP CAMPUSES
Our campus strategy focuses on
repurposing old, iconic buildings, reusing
as much of the original structure and
fittings as we can to retain embodied
carbon and limit impact. At One
Southwark Bridge (above), our newest
London office, we retained almost 75%
of the original structure, saving around
60% of the embodied carbon compared
with demolishing and rebuilding. The
building achieved BREEAM Outstanding
certification (awarded to around 1%
of certified new construction projects)
in recognition of the highly sustainable
design, cutting-edge technologies
and innovative practices that minimise
environmental impact and waste while
promoting biodiversity.
1
Exclusions applied to our target boundary for the first time
in line with RE100 criteria (see page 49)
2
Against a 2019 baseline
Selected metrics marked with this symbol have been
subject to independent limited assurance procedures
by PricewaterhouseCoopers LLP (PwC) for the year ended
Our supply chain emissions are
concentrated across a small number
of suppliers and media vendors:
– Our top 50 media vendors account
for around two-thirds of media spend
– Half (52%) of our carbon-strategic
suppliers have set science-based carbon
reduction targets
Where we are able to gather detailed
vendor-level data, we have seen emissions
reductions track with our 2030 carbon
reduction target. For example:
– Air travel: emissions decreased by 60%
compared to 2019
– Media buying: 17% emissions reduction
since 2019
A priority for 2026 is to increase the
proportion of granular supplier-level data
across all emissions categories, using our
new Watershed tool.
31 December 2025. For PwC’s 2025 Limited Assurance
Report and the WPP Sustainability Reporting Criteria 2025,
see wpp.com/sustainabilityreport2025.
A targeted approach to emissions reduction.
WPP ANNUAL REPORT 2025 33
STRATEGIC REPORT
SUSTAINABILITY
SUPPORTING CLIENTS’
EMISSIONS REDUCTION
4 in 5
of our 50 largest clients have set, or are
committed to setting, science-based carbon
reduction targets
Clients look to us to help them find and
scale solutions as they reduce their
emissions and respond to the impacts of
climate change. In response, we continue
to create innovative campaigns that help
clients deliver on their own commitments,
access new consumer markets and respond
to evolving consumer and stakeholder
expectations.
Our Green Claims Guide and training, which
is available to all employees through our
Sustainability Academy, and to clients
in potentially high-risk sectors, provides
principles and practical tips for making
effective green claims that are not
misleading in any way (see page 38).
OFFSETTING
The first step to limiting emissions is to
reduce our total footprint as far as possible.
In 2026, we aim to set our first long-term
emissions reduction target and update our
net zero commitment, consistent with the
SBTi Corporate Net Zero Standard.
Our Environment Policy sets out how we
manage the cost and quality of the carbon
credits we buy to offset emissions we
cannot avoid.
Read our Environment Policy at
wpp.com/sustainabilitypolicies
SCOPE 3 EMISSIONS REDUCTION IN 2025
PROCUREMENT
– The products and services we procure to support our
day-to-day operations (indirect procurement) generate
13% of our 2019 baseline Scope 3 footprint
– We have assessed the maturity of our 64 carbon-strategic
suppliers’ emissions reduction plans and launched an
outreach and engagement plan to encourage adoption
of renewable energy use and carbon reduction targets
– Our supply chain engagement programme was awarded
an A- rating in CDP's Supplier Engagement Assessment,
which recognises leadership and best practice
52%
of carbon-strategic suppliers
have set science-based
carbon reduction targets
ENTERPRISE TECHNOLOGY
– The technology we use, from data centres to laptops,
generates 6% of our 2019 baseline Scope 3 footprint
– We are replacing older, less efficient hardware with more
modern, agile, demand-led cloud-based solutions, reducing
the carbon intensity of day-to-day processes. In 2025 we
decommissioned 1,100+ servers from our on-premise estate
1,100+
on-premise servers
decommissioned in 2025
MEDIA
– Emissions from media buying generate 54% of our 2019
baseline Scope 3 carbon footprint
– We were the first among our peers to include emissions
associated with media placement (more than half our supply
chain emissions) in our science-based reduction targets
– We continue to explore new ways to estimate, optimise
and reduce emissions (see Capability Spotlight below)
17%
reduction in media emissions
since 2019, driven by the
progress of our top 20
media vendors
PRODUCTION
– Emissions generated by filming ads and producing content
on behalf of clients account for 14% of our 2019 baseline
Scope 3 carbon footprint
– Unlocking agility and efficiency: WPP Production consolidates
our production resources to connect talent and enhance
operational efficiency across all markets
– Innovating the future of content: We leverage cutting-edge
technologies – including advanced AI, virtual production
and sustainable practices – to generate premium content
more efficiently and at scale, allowing clients to talk to every
audience, in every channel, at every moment
– Our production playbook helps guide decision-making
before, during and after shoots, directing teams to the
right technology and approach to create the desired client
requirements with the lowest carbon footprint
– Our suite of production tools, housed within WPP Open,
empowers creative teams to streamline and automate the
creation of text, images and video. Sophisticated AI-driven
tools support the reuse of existing assets over new
origination, further reducing our environmental impact
80%+
average reduction in CO
2
e
in AI-enabled vs traditional
shoots
1
CAPABILITY SPOTLIGHT:
GREEN MEDIA PLANNING
19%
EMISSIONS SAVINGS
VS STANDARD DIGITAL DELIVERY
EssenceMediacom and the world's most
visited job site, Indeed, set out to tackle
a challenge: is it possible to cut digital
carbon emissions without cutting results?
EssenceMediacom built an adaptive media
model that combines real-time energy grid
data, weather patterns and media signals
to automatically adjust campaign delivery.
When carbon intensity is high,
campaigns pause. When energy is
cleaner, they resume: achieving smarter,
lower-emission delivery without
compromising visibility or ROI.
RESULTS:
– 17%+ return on ad spend
– 2025 Ad Net Zero award, Best Practice
in Sustainable Media Planning
1
Based on a sample of four virtual production campaigns. Traditional production methods calculated using
the AdGreen carbon calculator and based on representative past activity data for similar campaigns
WPP ANNUAL REPORT 2025 34
STRATEGIC REPORT
SUSTAINABILITY
CAPABILITY SPOTLIGHT:
AI AND SUSTAINABILITY
AI is transforming how we work at
pace and scale. It's already unlocking
efficiencies and helping cut emissions.
WPP Open automates daily tasks,
breaks down silos, prevents duplicate
work and reduces waste, delivering
faster, more effective creative work.
Using AI-enhanced production lets us
make hyper-realistic, scalable content
without the need for as many physical
shoots or travel.
But these benefits must be weighed
against the rising energy and water
consumption, and associated
emissions, needed to power AI.
As part of our commitment to
responsible AI development and use,
we are working to understand and
manage these environmental impacts,
continually looking to make our AI
technologies and products more
energy efficient. WPP Open and our
enterprise technology form part of
our Scope 3 emissions. We partner
with world-leading cloud providers
who operate global data centres that
are benchmarks in design, cooling,
and low-carbon energy and power
management, helping us decarbonise
our supply chain faster and more
effectively than we could on our own.
How we use AI matters too. Our
production playbook helps teams pick
the right technology and approach for
clients’ needs while minimising carbon
emissions. More than 71,000 employees
use WPP Open each month; our Future
Readiness Academies equip them with
the knowledge and skills they need
to navigate the complexities of AI
and apply it responsibly, ethically
and efficiently.
Read more on responsible AI
development and use on page 42
37%
reduction in revenue intensity
year-on-year and 89% since
our 2019 baseline
37%
reduction in headcount intensity
year-on-year and 88% since our
2019 baseline
We are recalculating our baseline carbon
emissions in line with SBTi guidelines and
to reflect how our progress in reducing
emissions, along with changes across
our business since 2019, have altered the
composition of our carbon footprint.
We aim to publish an updated baseline,
along with updated emissions reduction
targets, in 2026.
CARBON EMISSIONS REDUCTION IN 2025
Metric Why it matters 2025 2024
Scope 1 emissions Shows how our buildings and
company cars contribute to
emissions
7,138 t CO
2
e
1
9,629 tCO
2
e
Scope 2 market-based
emissions
Shows how purchasing
renewable electricity reduces
emissions
2,416 tCO
2
e 6,920 tCO
2
e
2
Scope 2 location-
based emissions
Shows how energy-reduction
initiatives reduce emissions
45,737 tCO
2
e 55,972 tCO
2
e
2
Headcount intensity
Tracks how we are decoupling
carbon emissions from growth
over time
0.10 tCO
2
e/
person
0.15 tCO
2
e/person
2
0.71 tCO
2
e per
£1 million revenue
1.12 tCO
2
e per
£1 million revenue
2
Revenue intensity
Scope 3 business air
travel emissions
A small proportion (about 3%)
of our baseline carbon footprint
but important as an emissions
category over which we have
more control
49,528 tCO
2
e
3
76,757 tCO
2
e
2
1
Subtotal of 5,267 tCO
2
e (74% of our total Scope 1 emissions footprint) has been subject to independent limited assurance
procedures by PwC. Scope 1 emissions not subject to these assurance procedures relate to locally contracted company cars,
for which emissions have been estimated. Scope 1 emissions for 2025 do not include emissions from refrigerant gases
2
2024 business air travel and heat and steam restated (see page 49)
3
Business air travel emissions from centrally contracted flights account for 36,781 tCO
2
e and have been subject to independent
limited assurance by PwC. These account for 125 million miles travelled
, equivalent to 74% of air travel emissions. The non-assured
balance relates to flights booked outside our centralised systems
Selected metrics marked with this symbol have been subject to independent limited assurance procedures by
PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2025. For PwC’s 2025 Limited Assurance Report and the
WPP Sustainability Reporting Criteria 2025, see wpp.com/sustainabilityreport2025
Scope 3 emissions: we include full Scope 3
emissions data in our ESG Data Book 2025
and in our CDP Climate Change submission
(see cdp.net).
MARKETBASED SCOPE 1 AND 2
EMISSIONS PROGRESS
2
MARKETBASED SCOPE 1 AND 2
EMISSIONS PROGRESS
2
2019
baseline
2023 2024
2025
21,322
16,549
87,585
9,554
0.15
0.10
0.82
Scope 1 and 2 (tCO
2
e)
Scope 1 and 2 per person (tCO
2
e/person)
0.19
WPP ANNUAL REPORT 2025 35
STRATEGIC REPORT
SUSTAINABILITY
EXTERNAL FACTORS:
ACCELERATED BY:
LOWERCARBON
PRODUCTS AND
SERVICES
Integrated client offer powered by data
and AI to optimise performance and
carbon efficiencies
TECHNOLOGY
Embed sustainability-led products and
services into WPP Open to deliver
world-class client solutions
MEDIA
Optimise performance of media for clients
while reducing emissions
PRODUCTION
Invest in integrated production capabilities
and virtual production technologies to better
serve client needs while reducing emissions
DELIVERY STREAMS:
SCOPE 3 AND BEYOND
Having achieved our initial carbon target, our focus now turns to Scope 3 emissions. Our refined decarbonisation strategy, centred
on three priority areas (below), integrates our new operating model (page 12) and active supply chain engagement to accelerate
progress by simplifying operations and our client offer. Our five core delivery streams (workplaces, procurement, technology, media,
production) remain crucial, targeting the largest contributors to our footprint. Executive-sponsored roadmaps, bolstered by
cross-cutting accelerators, will drive these reductions.
Read about progress in 2025 on pages 33-35
DECARBONISING OUR BUSINESS
BUSINESS
TRANSFORMATION
Simpler business to drive efficiency
and reduce emissions
PROCESS AND GOVERNANCE
Enhance scale and reach of decarbonisation
programmes across our operations and
client-offer
TECHNOLOGY
Reduce emissions across our technology
infrastructure and assets while optimising
emissions-reducing opportunities of AI
WORKPLACES
Build world-class campuses resilient to
changing environmental risks and business
needs while maintaining low Scope 1 and 2
emissions profile
DELIVERY STREAMS:
SCOPES 1, 2 & 3
SUPPLY CHAIN
ENGAGEMENT
Targeted supply chain engagement
to promote resilience and reduce
emissions
SUPPLY CHAIN OPTIMISATION
Streamline supply chain and explore
technology opportunities to lower media
and production carbon footprint
ENGAGEMENT
Encourage and support partners, carbon-
strategic suppliers and vendors to quantify
and reduce emissions across the marketing
value chain
RESILIENCE
Integrate ESG across the procurement life
cycle to maximise supply chain resilience
DELIVERY STREAMS:
SCOPE 3
REGULATION
Government
incentives, eg for
decarbonisation
of infrastructure
INFRASTRUCTURE
Decarbonisation of
national and regional
electricity grids on
which our campuses,
data centres and
supply chain depend
IMPROVED DATA
Improvement in
coverage and quality
of emissions data
with timely availability
of verified supplier
emissions data
ACCOUNTING
STANDARDS
Cross-industry
standardisation
of emissions
measurement eg for
services including
media and production
TECHNOLOGY
AND INNOVATION
Harness new
technologies to
identify and deliver
novel emissions-
reduction
opportunities
SUPPLIER
DECARBONISATION
Decarbonisation
across our supply
chain, particularly
among carbon-
strategic suppliers
and media vendors
BETTER DATA
Improved data accuracy,
quality and coverage
across Scopes 1, 2 and 3
SKILLS
Equip our people and
suppliers with the required
knowledge and skills
ENGAGEMENT
Engage internal and
external stakeholders to
adopt, adapt and innovate
to drive progress
FINANCING
Sustainability-linked
finance, including
planned financing
for decarbonising
and offsetting
GOVERNANCE
Embed mechanisms
to support and monitor
delivery, including clear
accountability
DELIVERY STREAMS:
WORKPLACES PROCUREMENT TECHNOLOGY MEDIA PRODUCTION
WPP ANNUAL REPORT 2025 36
STRATEGIC REPORT
SUSTAINABILITY
SOCIAL
Creativity, a global nonprofit championing
diversity in advertising, and are part of the
Business Disability Forum, providing
resources for accessible campaigns, plus
specialist groups on recruitment and
neurodiversity.
WELLBEING
Our Global Employee Assistance Programme
supports the physical, mental and emotional
health and wellbeing of our employees and
their dependents. To help create a more
supportive culture across WPP, we recently
enhanced the programme with features
including: free therapy sessions and
confidential counselling 24/7; guided
meditation and self-care tools; stress, anxiety
and relationship resources; financial planning
and budgeting support; and crisis care
and trauma support. We will roll out mental
health training for leaders and managers
in 2026.
BENEFITS
Benefits vary by market, and typically
include retirement savings plans, employee
assistance schemes, life assurance, and health
and wellbeing programmes. We continue
to harmonise our benefits across WPP.
Read more on compensation, including
the CEO pay ratio, in the Compensation
Committee Report from page 93
AGENCY RESTRUCTURES
We made around 6,500 redundancies
as we merged and restructured some
agencies. We consulted with employees as
appropriate and supported those affected.
Through our career explorer we aim to
ensure any open roles are filled by current
employees before recruiting externally.
RESPONSIBLE ENGAGEMENT
We are committed to integrity and honesty
in all our work. We adhere to the highest
regulatory standards, never undertaking
assignments intended to mislead or deceive.
This commitment underpins robust
compliance across ethics, human rights,
privacy and data security, reinforced by our
Code of Business Conduct and mandatory
ethics training. All agency work also
undergoes rigorous copy-checking and
legal clearance before publication.
EMPLOYEE ENGAGEMENT
Against a backdrop of challenging
performance and structural change across
the business, 2025 was a difficult year for
many of our people – a situation reflected
in our negative employee net promoter
score (how likely people are to recommend
working here). This clearly indicates a need
for improvement, and we’ve committed
to listening better and acting faster
in response to staff feedback.
Improved communication channels include
the Download – monthly video updates
from CEO Cindy Rose – alongside regular
global Townhalls. We also launched People
Pulse: a short, focused survey replacing our
longer annual questionnaire. Nearly 40,000
people participated, directly shaping our
immediate priorities: clearer communication,
defined career pathways, and accelerated
practical AI skills.
In 2026 we’re partnering with CultureAmp
to create shorter, more frequent ‘pulses’ on
AI, clients and people, ensuring we respond
swiftly to what matters most to our teams.
INVESTING IN OUR PEOPLE:
GROWTH AND OPPORTUNITY
To help nurture a culture that attracts and
retains the industry’s best talent, we are
investing in expanding our career growth
opportunities, particularly in leadership
and AI.
We’re boosting skills and development
through:
– Future Readiness Academies: open to
all, this platform offers an ever-growing
library of on-demand training, including
cutting-edge AI skills. More than 47,000
unique users have completed over
196,000 lessons to date
– AI bootcamps for executives: more than
300 leaders have been trained through
intensive programmes led by Edifai
– New leadership programmes: we’ve
launched a WPP-wide Leadership Academy
and Ascent, a nine-month programme
supporting mid-level leaders in the US
– Digital AI Coach ‘Nadia’: rolled out across
WPP HQ, VML and WPP Production, with
full deployment across WPP in 2026.
Nadia will be available 24/7 to help our
people prepare for meetings, set goals,
strengthen their leadership capabilities
and much more
INCLUSION AND IMPACT
We are committed to ensuring equal
opportunity across WPP, helping us create
a vibrant workplace that is representative
of the communities in which we operate
and the consumers our clients wish to reach.
Read more on Representation on page 38
Our Code of Business Conduct applies
to everyone at WPP and sets out our
commitment to select and promote people
without discrimination. We have initiatives
in place to create a culture of belonging:
– Training: employees at all levels received
Inclusion as a Skill training, learning and
practising the behaviours needed to
develop as inclusive leaders, while members
of our Inclusion & Impact team joined
Demystifying Neurodiversity workshops
– Employee community groups: in
December we hosted workshops for
leaders of our 150 vibrant employee
community groups to share best practices
and plan for 2026 programming
– Making Space: our WPP-wide initiative
to showcase diverse perspectives hosted
a range of events in 2025, including
Olympic swimmer Tom Daley discussing
overcoming adversity, and Paralympic
footballer Hitesh Ramchandani discussing
cerebral palsy and living a life of purpose
– Earth Day: in April teams across 45
locations marked Earth Day through more
than 120 events to take collective action
around sustainability and climate change
We also run Inclusively, a community and job
platform for disabled and neurodivergent
professionals, support The ONE Club for
IN BRIEF:
This section demonstrates how we
support our people, act ethically
and use our creativity to bring
about change through our client
work and in our communities.
An inclusive, dynamic culture is fundamental to
WPP’s success – for our people, communities
and clients alike.
WPP ANNUAL REPORT 2025 37
STRATEGIC REPORT
SUSTAINABILITY
REPRESENTATION
We are committed to achieving gender
parity at all levels of the business.
42%
executive leaders are women
1
(2024: 42%)
These charts exclude a small proportion where
gender or age is unknown or undisclosed.
In 2025, these accounted for less than 1%.
EVOLVING OUR DISCLOSURES
In the past, we’ve relied on manual
processes to collect people data,
with no common system across WPP.
We are streamlining our global systems
and using tools including Workday
to collect, track and report people
data more effectively. In 2025, 85%
of data came from centralised data
sources (2024: 22%), substantially
increasing the proportion of seniority
data classified using a consistent,
centralised methodology.
Read WPP Sustainability
Reporting Criteria 2025 wpp.com/
sustainabilityreport2025
2025
GENDER
GENDER
58% (1,496)
45% (9,737)
43% (31,267)
44% (42,500)
2025
2025
2025
Female Male
Executive leaders
1
42% (1,066)
2024
Senior managers
55% (12,093)
2024
All other employees
57% (41,915)
2024
Total employees
56% (55,074)
58% 2,037
46% 9,189
42% 35,476
44% 46,702
42% (1,458)
54% (10,657)
58% (48,244)
56% (60,359)
2024
AGE
AGE
19 or under <1%
20-29 28%
30-39 41%
40-49 20%
50-59 9%
60 and over 2%
SUPPORTING OUR COMMUNITIES
We believe in using our skills, scale and voice
to support healthy, inclusive communities.
We have a long tradition of pro bono work
covering a range of issues from the arts
to conservation, health to human rights.
In 2025, WPP media agencies negotiated
free media space worth £21.7 million (2024:
£17.8 million) on behalf of pro bono clients.
Our established Foundations and network
of Green Teams around the world provide
a dynamic platform for our people to act on
causes they care about. The VML Foundation,
established more than 20 years ago, brings
VML people together once a year to down
work tools and raise funds for charity. It has
raised over $3.5 million since it began. VML
took top spot in the 2025 ACT Good Report,
which recognises the most impactful work
in support of social and environmental
causes around the world.
WHAT WE GAVE IN 2025 £M
£28.9m
total social contribution
2
(2024: £26.9 million)
COMBINED SOCIAL INVESTMENT
2024
2024
4.54.6
4.6
4.6
4.6 9.1
3.33.3 3.9
7.2
2025
Pro bono work
Cash donation
Accepting new assignments: a strict,
multi-layered process governs how we
engage with new assignments and clients:
– Global Risk Committees: every agency
maintains a CEO-chaired committee for
comprehensive risk understanding across
all businesses and markets (refer to our
Risk Governance Framework on page 50)
– Assignment Acceptance Policy and
Framework: this mandatory framework
for our agencies includes:
– due diligence: clear guidance on
conducting additional due diligence
for all client sectors and types of work
– escalation: specific categories of work
require consideration by agency risk
committees or direct escalation to
WPP for review
Green claims: our Green Claims Guide
contains principles and practical tips for
making effective green claims that are not
misleading in any way. Our people can
access training through our Sustainability
Academy and our refreshed mandatory
ethics training. The Guide is complemented
by a legal toolkit which is incorporated into
legal clearance processes.
SUPPORTING OUR CLIENTS’ GOALS
We create innovative, impactful campaigns
that are sustainable by design, helping
clients deliver on their own commitments,
access new markets and respond to evolving
consumer and stakeholder expectations.
For example, Wavemaker UK applies carbon
reduction strategies to all client media plans
as standard, unless clients choose to opt out.
Ahead of Super Bowl LX, VML and WPP
Media created the moving Sticky Note
campaign for the Blue Square Alliance
Against Hate. The Blue Square concept,
a powerful symbol showing how a simple
act of empathy can stand up to all forms
of hate, was created by VML in 2022 and
has since been amplified as a global symbol
of solidarity.
We like to look at things differently too.
The use of sounds and acoustics have been
the driving force of some of our most
innovative campaigns. For example, in
partnership with the Museum for the United
Nations and Spotify, AKQA’s Sounds Right
turned nature into a royalty-earning artist.
By listening to music on streaming platforms
featuring sounds such as ocean waves
and birdsong, fans can channel royalties
directly into frontline conservation projects.
Already, $225,000 has been committed
to Indigenous-led conservation in the
Tropical Andes.
1
In line with the FTSE Women Leaders Review. Executive
leaders are defined as the Board and executive leadership
population (see WPP Sustainability Reporting Criteria 2025)
2
Taking into account pro bono work, cash donations and
free media space. See our online ESG Data Book 2025 for
a detailed breakdown
Selected metrics marked with this symbol have been
subject to independent limited assurance procedures by
PricewaterhouseCoopers LLP (PwC) for the year ended
31 December 2025. For PwC’s 2025 Limited Assurance
Report and the WPP Sustainability Reporting Criteria 2025,
see wpp.com/sustainabilityreport2025
WPP ANNUAL REPORT 2025 38
STRATEGIC REPORT
SUSTAINABILITY
1
References to sustainability and ESG are inclusive of the climate change issues identified as relevant to WPP in the TCFD statement (see pages 43-48)
SUSTAINABILITY GOVERNANCE MODEL
1
BOARD OVERSIGHT
EXECUTIVE RESPONSIBILITY
MANAGEMENT AND DELIVERY
THE BOARD
Responsible for the overall long-term success of WPP and for overseeing the mission, values and culture and strategic direction, including on
sustainability. The Board takes sustainability matters (including climate change), where identified as relevant by management, into account when
overseeing major decisions as set out in WPP Matters Reserved for the Board (available on wpp.com). It approves sustainability policies before
release. The Board is supported by Committees in its oversight of corporate responsibility, sustainability, ESG and related reputational matters.
SUSTAINABILITY COMMITTEE
Brings expertise from various
sectors, reviewing WPP’s
sustainability risks, strategy
and policy statements,
meeting quarterly and
updating the Board.
AUDIT COMMITTEE
Together with the
Sustainability Committee,
monitors ESG disclosures
and internal controls.
COMPENSATION COMMITTEE
Sets remuneration
policy per UK Corporate
Governance Code.
NOMINATION AND
GOVERNANCE COMMITTEE
Reviews Board composition
and skills to ensure
appropriate oversight
of significant ESG issues.
EXECUTIVE COMMITTEE
Supports the CEO in discharging her
duties and is collectively responsible
for implementing strategy, including
sustainability strategy, ensuring consistent
execution and embedding the Company’s
culture and values.
CHIEF SUSTAINABILITY
OFFICER
The Chief Sustainability
Officer has overall operational
responsibility for sustainability,
supported by a specialist
sustainability team.
DISCLOSURE COMMITTEE
Ensures Group disclosures – including those
related to ESG – are accurate and timely,
and reviews disclosure controls.
LEADERSHIP WORKING GROUPS
Cross-functional leadership working groups including an ESG Working Group and Net Zero Leadership
Group drive progress against sustainability strategy and ensure compliance with regulations. These teams
coordinate briefings, meetings and status updates, monitor performance metrics and report annually
to executive and Board committees.
RISK COMMITTEE
Assists the Board and Audit Committee
by overseeing compliance with laws,
regulations and internal policies, focusing
on the effectiveness of WPP’s compliance
framework and any emerging risks,
including those related to sustainability
and ESG factors.
HQ FUNCTIONS
Manage sustainability impacts relevant to their
area of management.
AGENCIES
Are required to follow a structured policy
framework – including the Sustainability Policy
and Code of Business Conduct – and submit
annual performance reports.
INFORMS
OVERSEES
GOVERNANCE
The foundation of our integrity,
accountability and long-term value.
For further information see Corporate
Governance from page 63
IN BRIEF:
This section demonstrates how our robust governance frameworks
uphold ethical standards, ensure compliance and strategically guide
WPP’s decisions for sustainable and responsible growth.
WPP ANNUAL REPORT 2025 39
STRATEGIC REPORT
SUSTAINABILITY
STAKEHOLDER ENGAGEMENT
By actively engaging with stakeholders
including our people, clients, suppliers and
shareholders, we gain valuable feedback
that sharpens our understanding of
sustainability risks and opportunities,
benefiting both WPP and our clients.
Much of this dialogue happens organically,
woven into everyday business exchanges.
Our extensive investor relations
programme includes open conversations
on ESG, complemented by continuous
engagement with ESG rating agencies and
benchmarking organisations (wpp.com/
sustainabilityreport2025).
And our commitment is more than just
words: our $2.5 billion revolving credit
facility directly ties our financing to specific
sustainability metrics, as we continue
to embed carbon reduction targets and
broader sustainability commitments into
our financing arrangements.
SUSTAINABILITY ASSURANCE
ESG data included in this Annual Report
is for the calendar year 2025 and covers all
subsidiaries of the Company. The selected
ESG performance metrics marked with the
symbol throughout this report have been
subject to independent limited assurance
procedures by PricewaterhouseCoopers
LLP (PwC) for the year ended 31 December
2025 in accordance with International
Standard on Assurance Engagements 3000
(revised) and, in respect of greenhouse gas
emissions data, International Standard on
Assurance Engagements 3410, issued by
both the International Auditing and
Assurance Standards Board.
DATA QUALITY
We continue to evolve our ESG reporting to
meet our obligations in a rapidly formalising
ESG landscape.
We have restated 2024 carbon emissions
totals for two categories – heat and steam
and business air travel – to reflect material
errors identified as we strengthen emissions
data quality and coverage. See page 49 for
further information. To prevent recurrence,
in 2026 we will work to enhance energy
reporting training for campus workplace
managers. Our travel management
companies have already put new processes
in place.
We continue to strengthen how we
validate data and detect errors, for example
through the implementation of Watershed
(an enterprise sustainability platform), and
are improving both the completeness and
accuracy of our reporting.
A copy of PwC’s report and our
Reporting Criteria are available
at wpp.com/sustainabilityreport2025
NONMATERIAL DISCLOSURES
The results of our double materiality
assessment are reshaping some of the
topics that are considered for inclusion
in WPP’s sustainability reporting. We will
continue to disclose information on topics
that fall below our materiality threshold
(including health and safety, country-level
people metrics and waste) through our
annual ESG Data Book and through ESG
rating platforms including CDP, EcoVadis
and SEDEX.
Read our ESG Data Book 2025 at
wpp.com/sustainabilityreport2025
POLICIES
We set a clear policy framework, which our agencies are required to follow:
ASSIGNMENT ACCEPTANCE POLICY
AND FRAMEWORK
Guides our leaders and people on additional due diligence in relation to clients and any work
we are asked to undertake.
CIRCULAR ECONOMY PLASTICS POLICY
Outlines our commitment to tackling pollution from single-use plastics through the phase-out
of single-use plastics in our offices, and in tandem with our partners and clients.
CODE OF BUSINESS CONDUCT
Sets out our responsibilities to our people, partners and shareholders to act ethically, legally
and with integrity.
CODE OF BUSINESS CONDUCT
SUPPLIER VERSION
Sets out our expectations that our suppliers act ethically, legally and with integrity.
DISABILITY POLICY
Sets out our commitment to offering equal opportunities for all employees, regardless of whether
or not they have a disability.
ENVIRONMENT POLICY
Applies to the direct and indirect material environmental impacts of carbon emissions, energy
use, waste disposal and resource use relating to our direct operations and supply network.
GREEN CLAIMS GUIDE
Provides principles and practical tips for making effective green claims that are not misleading;
complemented by a legal toolkit incorporated into our legal clearance process; a client version
of the Guide is also available.
HUMAN RIGHTS POLICY STATEMENT
Reflects international standards and principles, including the International Bill of Human Rights
and the UN Guiding Principles on Business and Human Rights.
POLITICAL ACTIVITIES AND
ENGAGEMENT POLICY
Commits us to act ethically in all aspects of our business and to maintaining the highest standards
of honesty and integrity.
SUSTAINABILITY POLICY
Sets out our values, commitments and further policies and frameworks to give us a balanced focus
across environmental, social and governance issues.
WPP ANNUAL REPORT 2025 40
STRATEGIC REPORT
SUSTAINABILITY
PUBLIC POLICY
Recognising that business can play
a significant role in public policy, we
contribute constructively to debates
impacting our industry, people and society
– always guided by integrity, transparency
and rigorous standards. In 2025,
engagements with the UK government
covered a range of topics, including: AI and
data regulatory frameworks, the UK’s 2035
Modern Industrial Strategy and supporting
the implementation of the Creative Industries
Sector Plan. WPP’s Michael Frohlich, Chief
Marketing & Corporate Affairs Officer, was
appointed co-Chair of the Creative Industries
Trade and Investment Board.
We also carry out public policy work for our
clients through our PR agencies, lobbying
officials, influencing public opinion and
advocating on relevant issues.
Our Code of Business Conduct and Political
Activities and Engagement Policy ensure
all political activities uphold the highest
standards of honesty, integrity and
transparency, both legally and ethically.
Our procedures ensure ethical transitions
for former public officials joining WPP,
including a six-month ‘cooling-off’ period.
POLITICAL CONTRIBUTIONS
WPP agencies do not make direct cash
political donations. Other contributions
require prior approval from a WPP Executive
Director and legal review. Where legally
permissible, individuals may make voluntary
personal contributions. For instance,
Burson’s political action committees
disbursed $48,000 in 2025 from voluntary
employee donations to support political
candidates in the United States.
2
TRADE ASSOCIATION MEMBERSHIPS
WPP and our agencies are members of
various industry groups and associations.
These foster collaboration and progress,
with each relationship managed by a senior
WPP manager. Key memberships include:
Business Disability Forum, China-Britain
Business Council, Institute of Business
Ethics, Living Wage Foundation, Media
Trust, RE100, UN Global Compact, and
The Valuable 500. Local agencies can be
members of regional advertising, PR and
market research associations and chambers
of commerce.
1
Living Wage Foundation
2
fec.gov
MANAGING SUPPLY CHAIN RISK
WPP operates a complex and dynamic
supply chain of around 70,000 global
suppliers.
We carry out due diligence to help us select
suppliers that meet our requirements when
it comes to doing business responsibly,
and to identify and mitigate potential risks
before entering into a business relationship.
Our Human Rights Officer – a new role
created in 2025 – monitors and reviews
due diligence implementation, such as
our annual risk assessments, and develops
relevant methodological approaches.
All suppliers are asked to sign WPP’s Code
of Business Conduct or demonstrate
equivalent policies as a pre-condition to
engagement, extending these requirements
to their own supply chains. These include
evidencing social responsibility and
anti-discrimination in their cultures,
behaviours and attitudes.
We include a right-to-audit provision in
supplier documentation and/or standard
terms and conditions of contract.
Read more on carbon reduction
in our supply chain on page 34
HUMAN RIGHTS AND ETHICAL
CONDUCT
Respect for human rights is fundamental
to WPP. We aim to prevent, identify and
address negative human rights impacts and
promote rights where possible across our
value chain. All agencies must comply with
our Human Rights Policy Statement, aligned
with international standards including the
UN Guiding Principles on Business and
Human Rights, the International Labour
Organization’s Declaration on Fundamental
Principles and Rights at Work, and UNICEF’s
Children’s Rights and Business Principles.
Our most direct impact on human rights
is as a major employer. We recognise the
rights of our people, including those
relating to freedom of association and
collective bargaining, and do not tolerate
harassment or any form of forced,
compulsory or child labour.
We also help our clients manage human
rights risks within marketing campaigns,
particularly concerning children’s rights,
and avoid work that could be misleading
on human rights issues.
Concerns can be reported confidentially via
our Right to Speak facility (see page 52).
MODERN SLAVERY
We do not tolerate any form of modern
slavery or human trafficking in any part
of our business or supply chain. Mandatory
modern slavery training is provided to
all procurement employees. Our global
supplier agreements include explicit
modern slavery compliance clauses, and
we reserve the right to terminate contracts
in cases of non-compliance. Our annual
Modern Slavery Act statement is approved
by the Board.
Read our Modern Slavery Act
Transparency Statement and
Human Rights Policy Statement
at wpp.com/sustainabilitypolicies
HUMAN RIGHTS SPOTLIGHT:
REDUCING VULNERABILITY
THROUGH FAIR PAY
In the UK, the Living Wage Foundation
estimates that one in six jobs pay
below the real Living Wage rate,
calculated to meet the cost of living.
Almost six in ten low-paid workers
reported skipping meals, turning off
heating, falling behind on bills or
taking out a pay-day loan in the past
year to make ends meet.
1
WPP is an accredited Living Wage
employer. Across our UK operations all
of our people and on-site contractors,
including cleaning, catering and
security workers, are paid the real
Living Wage or higher. This
commitment helps protect workers
at higher risk of in-work poverty.
WPP ANNUAL REPORT 2025 41
STRATEGIC REPORT
SUSTAINABILITY
OVERSIGHT AND TRAINING
Our AI Governance Committee, made up
of senior leaders including the CEO and
CTO, provides executive oversight, sets
strategic direction and approves key
policies. This integrates with our broader
Data Privacy, Security & Ethics Risk
Committee to manage AI risk holistically.
In everything we do, human oversight
remains essential and that is why we
invest significantly in our people, providing
comprehensive AI training since 2019
covering fundamentals, ethics and
governance. Safer data training,
encompassing data protection, security and
privacy, is mandatory for all staff, fostering
a culture of responsible data stewardship.
OUR APPROACH TO DATA
WPP maintains well-established and
robust governance for data privacy and
risk management. Our Risk Sub-committee
regularly reviews and monitors our data
ethics, privacy and security risk, supported
by our dedicated privacy team, which
provides practical support and promotes
best practices across our agencies. The
WPP Data Privacy and Security Charter,
continually updated, outlines core principles
for responsible data management. Our
annual Data Health Checker provides vital
insights, with our 2025 average risk score
at 1.54 (2024: 1.56), where five indicates
maximum risk, reflecting our commitment
to continuous improvement.
ENGAGING WITH INDUSTRY
AND REGULATORS
We actively track evolving AI regulations
such as the EU AI Act, GDPR and IP law,
translating new requirements into practical
guidance. Through engagement both
directly with government and with industry
bodies including the Advertising Association
and Interactive Advertising Bureau, we help
shape proactive and responsible regulatory
frameworks, ensuring WPP remains at the
forefront of ethical and secure AI deployment.
Read more about AI and sustainability
on page 35
AI AND DATA GOVERNANCE
The transformative power of AI is reshaping
our industry, presenting both immense
opportunity and new complexities.
At WPP, we understand that an active
and responsible approach to AI and data
governance is crucial for our clients,
consumers and business.
In June 2025, we launched our
comprehensive AI Governance Framework.
Our governance model brings together
principles, policies, training, risk-mapping
and vendor-review processes to ensure
responsible AI adoption at scale. This
integrated framework provides clear
guardrails for teams, supports regulatory
compliance and reinforces WPP’s
commitment to safe, ethical and transparent
use of AI.
The framework is reinforced by our
AI Policy, which sets binding requirements
for AI use, along with practical toolkits,
clear development standards and a
dedicated AI Agent Governance Framework
(see below) for intelligent tools. We also
maintain an AI Vendor Review Process for
all third-party providers.
AI AGENT GOVERNANCE FRAMEWORK
Al agents created within WPP Open
must meet defined standards on safety,
bias mitigation, data rights, traceability
and repeatable output quality
THREE CORE PRINCIPLES GUIDE AGENT CREATION:
2
QUALITY
3
LIFE CYCLE
Risk classification, data
rights and privacy, scope
and usage boundaries,
safety and refusal
behaviours
Consistent, useful outputs,
citations, bias and fairness
considerations with
accurate results
Agent ownership,
continuous maintenance,
business value and impact
for teams
1
SAFETY
THESE ARE ALL
COVERED WITHIN
THE AGENT
GOVERNANCE
FRAMEWORK
Ownership and lifecycle requirements
ensure each agent operates within
approved boundaries and remains safe,
reliable and accountable
Ownership &
accountability
Classification
& risk
Scope & usage
boundaries
Knowledge/
data rights
& privacy
Ethical bias
& fairness
Output quality &
repeatability
Safety & refusal
behaviours
Citations &
traceability
Business values,
KPIs & lifecycle
AGENT
GOVERNANCE
WPP ANNUAL REPORT 2025 42
STRATEGIC REPORT
SUSTAINABILITY
TASK FORCE ON CLIMATERELATED
FINANCIAL DISCLOSURES STATEMENT
TCFD RECOMMENDATION
COMPANIES ACT
2006, S414CB2a-h LOCATION IN REPORT
GOVERNANCE
a) Describe the Board’s oversight of climate-related risks
and opportunities
CA s414CB(2a) OUR APPROACH TO SUSTAINABILITY
SUSTAINABILITY COMMITTEE REPORT
Page 32
Page 91
b) Describe management’s role in assessing and managing
climate-related risks and opportunities
CA s414CB(2a) OUR APPROACH TO SUSTAINABILITY Page 32
STRATEGY
a) Describe the climate-related risks and opportunities the
organisation has identified over the short-, medium- and long-term
CA s414CB(2d) PRINCIPAL RISKS AND UNCERTAINTIES
See Environmental, Social
and Governance Risk
Page 55
b) Describe the impact of climate-related risks and opportunities
on the organisation’s businesses, strategy and financial planning
CA s414CB(2e) CLIMATE-RELATED RISKS AND
OP
PORTUNITIES
Page 44
c) Describe the resilience of the organisation’s strategy, taking
into consideration different climate-related scenarios, including
a 2°C or lower scenario
CA s414CB(2f) CLIMATE RESILIENCE Page 46
RISK MANAGEMENT
a) Describe the organisation’s processes for identifying and assessing
climate-related risks
CA s414CB(2b) IDENTIFYING CLIMATE-RELATED RISKS Page 44
b) Describe the organisation’s processes for managing climate-
related risks
CA s414CB(2b) ACTIONS TO MANAGE OUR RISKS AND
OP
PORTUNITIES
Page 46
c) Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall
risk management
CA s414CB(2c) IDENTIFYING CLIMATE-RELATED RISKS Page 44
M
ETRICS & TARGETS
a) Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its strategy
and risk management process
CA s414CB(2h) TCFD METRICS AND TARGETS SUMMARY Page 48
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse
gas emissions, and the related risks
CA s414CB(2g) CARBON EMISSIONS STATEMENT
SCOPE 3 EMISSIONS SUPPLEMENT
See ESG Data Book 2025 at
wpp.com/sustainabilityreport2025
Page 49
c) Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets
CA s414CB(2g) TCFD METRICS AND TARGETS SUMMARY Page 48
UK LISTING RULES STATEMENT OF COMPLIANCE
WPP’s disclosure is structured around
the TCFD’s 11 recommended disclosures
set out in June 2017 (see table below).
We report in line with the FCA Listing
Rule 6.6.6(8), which requires us to report
on a ‘comply or explain’ basis against the
TCFD recommended disclosures in
respect of the financial year ended
31 December 2025.
We consider our climate-related financial
disclosures to be consistent with nine of
the 11 TCFD recommended disclosures,
and we have explained why we are not
consistent for the remaining two in the
related sections. We aim to be consistent
with all 11 requirements within the time
frame of the UK’s adoption of the
IFRS Sustainability Standards. Therefore
our disclosures are compliant with Listing
Rule UKLR 6.6.6(8) and aligned with The
Companies Regulations 2022, 414CB (2a).
Some of the recommended disclosures,
published in the 2021 TCFD Annex, will
take more time for us to become fully
consistent with due to challenges around
data access and quantification. Detailed
disclosures on Scope 3 progress are
included from page 33. We have provided
quantified progress against selected
categories of Scope 3 emissions in this
Annual Report where we have sufficiently
robust and reliable data. We are in the
process of reviewing our methodology
and emissions baseline to reflect our
evolving operating model. Our CDP
submission covers all relevant categories
of Scope 3 emissions. We aim to continue
to strengthen and expand these disclosures
throughout 2026.
KEY Consistent Partially consistent
WPP ANNUAL REPORT 2025 43
STRATEGIC REPORT
basis. The significance of climate-related
risk relative to other risks is considered
both through the WPP double materiality
assessment (see page 31 for information
on the approach) and through the review
of the principal risks and uncertainties
disclosure.
Sustainability risks, including climate-related
risks, are integrated into our overall risk
management processes. The implications,
including potential impact and actions
necessary to mitigate and monitor, are
reviewed by the Audit Committee on a
regular basis. Our overall risk management
process is outlined from page 50 and
extreme weather and climate-related
natural disasters are referenced within
Environmental, social and governance risk,
within the Principal risks and uncertainties
disclosure from page 55. WPP has
established risk committees at Group level
and across our networks with the aim of
ensuring oversight and focus at both levels
to review, monitor and advise on risk and
compliance issues, and climate risk is on
their agendas.
IDENTIFYING CLIMATERELATED RISKS
The identification of climate-related risks
and opportunities includes input from
multiple sources and stakeholders.
Annually, we reconfirm the list of risks
and opportunities through analysis and
interviews. This analysis is informed by
interviews with sustainability and consumer
experts across WPP, as well as external data
sources. Recommendations on changes to
the risks and opportunities and associated
disclosures are reviewed by the Board
Sustainability Committee on an annual
WPP’S CLIMATERELATED RISKS AND OPPORTUNITIES
WPP’s disclosure of relevant climate-related risks and opportunities outlines the impacts we have identified as being relevant to our
business, as well as our approach to managing that impact.
RISK DESCRIPTION
PHYSICAL IMPACTS
Increased frequency of extreme weather
and climate-related natural disasters
Potential financial impact: Expenditure
Time horizon:
Includes chronic and acute extreme weather which can damage our
buildings and our employees’ homes, jeopardise the safety and wellbeing
of our people and has the potential to disrupt our operations. We consider
this risk relevant to all operations, however certain geographies are more
exposed (eg coastal cities including Chennai, New York, Miami, Mumbai
and Shanghai). Supply chain disruption from extreme weather, for example
to data centres, may impact wider geographies
See ‘Business
resilience’
TRANSITION IMPACTS
Delivering carbon reduction commitments
Potential financial impact: Expenditure
Time horizon:
Delivering WPP’s Scope 3 carbon reduction targets depends upon
the adoption of new technologies, some of which have not yet been
conceived or created, and business model innovations across the supply
chain. We consider this risk relevant to all geographies, however it is
more observable for operations with larger associated carbon emissions
(eg media and production)
See ‘Governance and
compliance’ and
‘Decarbonisation
activities’
Changes in regulation and reporting
standards
Potential financial impact: Expenditure
Time horizon:
WPP could be subject to increased costs to comply with potential future
changes in environmental laws and regulations and increasing carbon offset
pricing to meet its climate commitments. Carbon emission accounting for
marketing and media is in its infancy and methodologies continue to evolve.
This is particularly the case for emissions associated with digital media
See ‘Decarbonisation
activities’
Increased reputational risk associated
with misrepresenting environmental claims
in marketing and advertising content
Potential financial impact: Fines, revenue
Time horizon:
Businesses and brands are seeing continued scrutiny of their role in
driving consumption. Our clients seek expert partners who can give
recommendations that take into account stakeholder concerns around
climate change. This risk is globally relevant, but in the short term is greater
in geographies with existing or emerging regulation (eg Australia, EU, US
and UK)
See ‘Policies’
Increased reputational risk associated
with working on client briefs perceived
to be environmentally detrimental
Potential financial impact: Revenue
Time horizon:
WPP serves some clients whose business models are under increased
scrutiny, for example energy companies or associated industry groups
who are at different stages of the decarbonisation process. This creates
both a reputational and related financial risk for WPP if we are not rigorous
in our content standards as we grow our sustainability-related services
See ‘Policies’
KEY Short-term Medium-term Long-term
WPP ANNUAL REPORT 2025 44
STRATEGIC REPORT
TASK FORCE ON CLIMATERELATED FINANCIAL DISCLOSURES STATEMENT
RISK DESCRIPTION
OPPORTUNITIES
Increased demand for sustainable products
and services
Potential financial impact: Revenue
Time horizon:
Opportunity to grow revenues from products and services which support
clients as they seek to decarbonise their businesses. This may include
developing low carbon marketing, media and ecommerce services,
developing sustainability focused brand strategies and promoting
sustainable consumption to consumers. This opportunity is relevant globally
See ‘Governance
and compliance’
Achieving resource efficiencies through
cutting our carbon footprint and improving
energy efficiency
Potential financial impact:
Avoided expenditure
Time horizon:
Through carbon reduction initiatives we have the opportunity to decrease
the costs associated with energy use and limit increased costs associated
with carbon taxation. This relates to realising the potential positive impact
of optimising both the energy intensity of our buildings and energy-intense
activities such as data storage and AI use. Technology also has the potential
to replace energy-intensive activities with more efficient processes. This
opportunity is relevant globally
See ‘Governance and
compliance’ and
‘Decarbonisation
activities’
TIME HORIZONS
Time horizon
1
Time period Internal time horizon alignment
Short-term
2025-2026 Annual reporting period
Medium-term
2027-2030 2030 carbon target delivery
Long-term
2
2030 onwards Beyond 2030 carbon target delivery
1
These time horizons differ from the three-year horizon used in the Viability Statement (page 54), reflecting different operational considerations in managing climate-related risks
2
Long-term time horizon expanded to reflect our commitment to set long-term carbon reduction targets (see page 33)
WPP’S CLIMATERELATED RISKS AND OPPORTUNITIES CONTINUED
WPP ANNUAL REPORT 2025 45
STRATEGIC REPORT
TASK FORCE ON CLIMATERELATED FINANCIAL DISCLOSURES STATEMENT
We do not believe there is a material
financial impact of physical or transition
climate change risks on our current year
financial reporting. Further information is
provided in the Accounting policies under
‘Climate change considerations’ (see page
145). Climate-related issues are not
expected to be material in the short-term
planning horizon.
The risks and opportunities included
in this disclosure are considered as part
of the Group’s budget-setting processes.
For example, budgets related to the
delivery of our net zero programme are
considered by the functions responsible
for specific carbon reduction activities.
OUR CLIMATE RESILIENCE
Details of the assumptions applied under
each scenario are included against each risk
and opportunity. These particular scenarios
were selected to cover a range of potential
scenarios exploring how climate change
could impact the business.
We have used the Intergovernmental Panel
on Climate Change (IPCC) Representative
Concentration Pathways (RCPs) to provide
inputs and assumptions regarding
decarbonisation trajectories and physical
impacts. The IPCC Shared Socioeconomic
Pathways (SSPs) are used to provide social,
economic and political inputs and
assumptions.
We have made progress in quantifying
the impact of our climate-related risks and
opportunities, though we have not yet fully
quantified their financial impact. We will
continue to enhance our approach.
MATERIALITY DEFINITIONS
Financially material: the observed or
estimated impact exceeds the Group
materiality threshold of £65 million.
Indicates a financially material
impact/benefit
Indicates a moderate financial
impact/benefit equivalent to >50%
of the financial materiality threshold
Indicates a minimal financial
impact/benefit equivalent to <50%
of the financial materiality threshold
Impact materiality: the ESG topic
is identified as material through the
process outlined in WPP’s double
materiality assessment (see page 31).
ACTIONS TO MANAGE CLIMATERELATED RISKS AND OPPORTUNITIES
BUSINESS
RESILIENCE
DECARBONISATION
ACTIVITIES
GOVERNANCE AND
COMPLIANCE
POLICIES
Crisis management and
business resilience: Provides
global standards for operational
resilience, strategy, governance,
policy, resources and training
assets to better plan for and
respond to crisis events of all
types and at all degrees of scale
See page 37
Our campus programme:
Enables centralisation of
emergency preparedness,
incident response and business
continuity procedures
See page 33
Employee Assistance
Programme: Is activated in
response to climate-related
extreme weather events
See page 37
Our transition plan: Our
science-based targets and
decarbonisation roadmap set
out how WPP aims to reduce its
greenhouse gas emissions in line
with limiting global warming to
1.5°C above pre-industrial levels
See pages 33-36
Our approach to sustainability:
Outlines our commitment to
developing products and services
which enable our clients to adopt
leadership positions on climate
change and exceed the
expectations of consumers
See page 32
ESG reporting: We monitor
developments in legislation relating
to ESG reporting and the regulation
of environmental claims, and invest
in internal capability building
in response
See page 40
Code of Business Conduct:
Governs the misrepresentation
of environmental claims
See page 51
Green Claims Guide: Informed
by guidance from regulators and
complemented by a legal toolkit
that has been incorporated into
our legal clearance process
See page 38
Assignment Acceptance Policy
and Framework: Provides
guidance on how to conduct
due diligence in relation to
clients and any work we are
asked to undertake
See page 38
WPP ANNUAL REPORT 2025 46
STRATEGIC REPORT
TASK FORCE ON CLIMATERELATED FINANCIAL DISCLOSURES STATEMENT
KEY Minimal financial impact/benefit Moderate financial impact/benefit Material financial impact/benefit
CLIMATE SCENARIOS
Description High-carbon (more than 4
o
C) Low-carbon (less than 2
o
C) Very low-carbon (less than 1.5
o
C)
RCP alignment RCP 8.5 – business as usual, 4°C RCP 2.6 – acceptable limit 2°C RCP 1.9 – net zero transition 1.5°C
IPCC SSP alignment SSP4 – a road divided SSP2 – middle of the road SSP1 – the green road
Increased frequency of extreme
weather and climate-related
natural disasters
The physical impacts of climate change are broadly consistent across all three scenarios considered and start to
differentiate after 2050 (in line with the RCP and SSP narratives). We are already experiencing increased exposure
to extreme weather events, but our exposure is low due to our business model enabling hybrid working
EXPENDITURE IMPACT:
Delivering carbon reduction
commitments
Minimal policy support; market-
based solutions prioritised increasing
cost of mitigation solutions
Limited to markets currently
advancing policy, costs consistent
to current day
Widespread policy support reduces
cost of mitigation solutions
EXPENDITURE IMPACT:
Changes in regulation and
reporting standards
No new disclosure standards and
reporting requirements
Emerging disclosure standards and
reporting requirements in markets
currently enacting legislation come
into effect
Reporting requirements cover most
major geographies and advance
beyond what is currently in place.
Expanded reporting requirements
specific to the advertising sector –
eg relating to the emissions facilitated
through the sale of products and
services
EXPENDITURE IMPACT:
Increased reputational risk
associated with misrepresenting
environmental claims in
marketing and advertising
content
Limited with little litigation risk;
minimal consumer concern around
credibility of claims
Centred on markets already
advancing regulations (including UK,
Australia, EU) with increased
consumer concerns around claims
Widespread regulations with
significant consumer concerns,
leading to increased risk of litigation
and the potential for revenue losses
REVENUE IMPACT:
Increased reputational risk
associated with working on
client briefs perceived to be
environmentally detrimental
Limited with little litigation risk;
minimal consumer concern around
credibility of claims
Centred on markets already
advancing regulations (including UK,
Australia, EU) with increased
consumer concerns around claims
Widespread regulations with
significant consumer concerns,
leading to increased risk of litigation
and the potential for revenue losses
REVENUE IMPACT:
Increased demand for
sustainable products
and services
Limited rise in demand beyond
current level
Steady growth in demand with
uneven market-level adoption;
revenue significant by 2030
Rapid, widespread demand across
many markets; material revenue
component by 2030
REVENUE IMPACT:
Achieving resource efficiencies
through cutting our carbon
footprint and improving
energy efficiency
Minimal policy support; market-based
solutions prioritised increasing cost
of mitigation solutions
Limited to markets currently
advancing policy, costs consistent
to current day
Widespread policy support reduces
cost of mitigation solutions
REVENUE IMPACT:
WPP ANNUAL REPORT 2025 47
STRATEGIC REPORT
TASK FORCE ON CLIMATERELATED FINANCIAL DISCLOSURES STATEMENT
METRICS AND TARGETS
Metrics and targets are used by WPP to assess and manage our climate-related risks and opportunities. As part of the process of preparing
this disclosure, we have considered the metrics set out by the TCFD in tables A1.1, A1.2 and A2.1 of the TCFD recommendations.
TCFD TARGETS
TCFD CATEGORY DESCRIPTION FURTHER DETAIL
Transition risks Recalculate our baseline carbon emissions in line with SBTi guidelines, as required
every five years
Our climate strategy (page 33)
Greenhouse
gas emissions
Reducing absolute Scope 1 and 2 emissions by 84% by 2025 and absolute Scope 3 emissions –
including media buying – by 50% by 2030, both from a 2019 base year
Our climate strategy (page 33)
Offset residual emissions to reach net zero in our own operations (Scope 1 and 2) by 2025 and
across our supply chain (Scope 3) by 2030
Offsetting (page 34)
Purchasing 100% of our electricity from renewable sources by 2025 Operational emissions (page 33)
Capital deployment Updated environmental and social metrics linked to the margin of WPP's revolving credit facility
(February 2025)
Stakeholder engagement
(page 40)
TCFD METRICS
TCFD CATEGORY DESCRIPTION 2025 PERFORMANCE 2024 PERFORMANCE FURTHER DETAIL
Physical risks Percentage of headcount located in countries
at ‘extreme’ exposure to the physical impacts
of climate change in the next 30 years
14% 13% Our campuses (page 33)
Greenhouse
gas emissions
Absolute and intensity-based Scope 1 and
Scope 2 emissions
Carbon emissions statement (page 49)
Absolute Scope 3 emissions WPP CDP Disclosure 2025, see wpp.com/sustainabilityreport2025
Proportion of electricity purchased from
renewable sources
Carbon emissions statement (page 49)
Proportion of carbon-strategic suppliers with
science-based carbon reduction targets
52% N/A Reducing Scope 3 emissions
(pages 33-34)
Remuneration Integration of performance on Scope 1 and 2
carbon reduction targets in executive
remuneration
Integrated Compensation, succession and
evaluation (from page 93)
Climate-related
opportunities
Proportion of top 50 clients who have set
or committed to set science-based carbon
reduction targets
82% 82% Supporting clients' emissions
reduction (page 34)
Transition risks Expand the delivery of Green Claims training,
with focus on potentially higher risk and
higher-emissions sectors
Green claims included
in refreshed
mandatory online
ethics training
Green claims module
included in
Sustainability Future
Readiness Academy
Responsible engagement
(pages 37-38)
CDP Climate Change score B B cdp.net
CDP Supplier Engagement Assessment score A- A- cdp.net
WPP ANNUAL REPORT 2025 48
STRATEGIC REPORT
TASK FORCE ON CLIMATERELATED FINANCIAL DISCLOSURES STATEMENT
CARBON EMISSIONS STATEMENT
EMISSIONS AND ENERGY
1,2
CO
2
e EMISSIONS BREAKDOWN TONNESENERGY MWh
2025 2024 2023
BASE
YEAR
2019
Emissions source UK Non-UK Total Total Total Total
Continuing operations
Energy
MWh
Tonnes
of
CO
2
e
Energy
MWh
Tonnes
of
CO
2
e
Energy
MWh
Tonnes
of
CO
2
e
Tonnes
of
CO
2
e
Tonnes
of
CO
2
e
Tonnes
of
CO
2
e
Scope 1
Natural gas 4,259 873 6,707 1,374 10,966 2,247 3 ,331 3,787 6,299
Diesel and heating oil 0 0 824 214 824 214 203 494 541
Co mp any c a rs (ce nt ra ll y co nt r a c ted ) N/A 0 N/A 2, 8 06 N/A 2 , 8 0 6 3 ,6 57 4, 25 1
18,175
Sub-total Scope 1 4,259 873 7,531 4,394 11,790 5,267
7,19 1 8,5 32
Co mp any c a rs ( lo c al ly c ont r ac te d) N/A 0 N/A 1, 87 1 N/A 1, 87 1 2, 4 3 8 2, 82 2
Total Scope 1 4,259 873 7,531 6,265 11,790 7,138 9,629 11,354 25,015
Scope 2
Standard electricity (location-based) 0 0 361 177 361 177 4,585 7,969 56,421
Green and renewable electricity (location-based) 15,510 2,745 102,587 40,577 118,097 43,322 49,037 45,937 27,324
Heat and steam 0 0 12,768 2,238 12,768 2,238 2,350
3
1,814 1,820
Total Scope 2 (location-based emissions) 15,510 2,745 115,716 42,992 131,226 45,737 55,972
3
55,720 85,565
Standard electricity (market-based) 0 0 361 178 361 178 4,570 8,154 60,750
Green and renewable electricity (market-based) 15,510 0 87,077 0 102,587 0 0 0 0
Heat and steam 0 0 12,768 2,238 12,768 2,238 2,350
3
1,814 1,820
Total Scope 2 (market-based emissions) 15,510 0 100,206 2,416 115,716 2,416
6,920
3
9,968 62,570
Total
Scope
1 and 2
Total Scope 1 and 2 (location-based) 19,769 3,618 123,247 49,257 143,016 52,875 65,601
3
67,074 110,580
Total Scope 1 and 2 (market-based) 19,769 873 107,737 8,681 127,506 9,554 16,549
3
21,322 87,585
Scope 3
Business air travel (centrally contracted flights)
N/A N/A N/A
36,781
50,128
4
59,793
122,967
Business air travel (locally contracted and uplifted) 12,747 26,629
4
15,894
Total Scope 3 (business air travel) 49,528 76,757
4
75,687 122,967
WPP’S CARBON INTENSITY TONNES OF CO
2
e
Intensity metric UK Non-UK Total 2024 2023 2019
Total
Scope
1 and 2
Tonnes per full-time equivalent employee
(market-based) N/A 0.08 N/A 0.10 N/A 0.10 0.15
3
0.19 0.82
Tonnes per £m revenue (market-based) N/A N/A N/A N/A N/A 0.71 1.12
3
1.44 6.62
Scope 3
(business
air travel) Tonnes per full-time equivalent employee N/A N/A N/A N/A N/A 0.50 0.71
4
0.67 1.15
ELECTRICITY PURCHASED FROM RENEWABLE SOURCES
2025 2024 2023 2019
% renewable electricity 100%
5
93% 88% 37%
Notes
1
Our carbon emissions statement has been prepared following the principles of the Greenhouse Gas Protocol and aligns with the Scope 2 market-based emissions methodology guidance.
Our reporting incorporates carbon dioxide equivalent emissions from building energy use, company cars and business air travel and excludes emissions from refrigerant gases, immaterial in 2021
when we calculated our 2019 emissions total, but which will be included from 2026 as part of our updated methodology
2
Additional information on our carbon emissions methodology is included in our WPP Sustainability Reporting Criteria 2025
3
We identified instances of misclassification of heat and steam as natural gas, and omissions of heat and steam emissions across sites in 2024. This resulted in an understatement of both Scope 2
market-based and location-based emissions by 10.7% and 1.2% respectively. Total Scope 1 and 2 emissions and intensity metrics have been updated accordingly. The misclassifications also resulted
in an overstatement of Scope 1 emissions of 0.3%, which falls below our 5% restatement threshold and therefore has not been restated. We have not restated the 2019 and 2023 comparatives due to
a lack of reliable data for those periods
4
2024 business air travel emissions restated due to the identification of out-of-scope exchanges included in data shared by a centrally contracted travel management company. This resulted in a 19%
overstatement in centrally contracted business air travel emissions, and a 16% overstatement in total Scope 3 (business air travel) emissions, due to the impact on both the centrally and locally
contracted totals. This restatement also impacts the Scope 3 tCO
2
e/employee. This does not impact the 2019 and 2023 comparatives, which are not restated. For more detail on WPP’s approach
to exchanged flights, see WPP Sustainability Reporting Criteria 2025
5
2025 is the first year we applied RE100 Technical Criteria (March 2025) aligned exclusions for markets under 100MWh (not exceeding 500MWh in total) and where it was not technically feasible
to purchase renewable electricity. After these exclusions, we reached 99.8% renewable electricity. For more details, see WPP Sustainability Reporting Criteria 2025
Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2025
For ESG Data Book 2025, the WPPSustainability Reporting Criteria 2025 and PwC’s 2025 Limited Assurance Report,
see wpp.com/sustainabilityreport2025
WPP ANNUAL REPORT 2025 49
STRATEGIC REPORT
ASSESSING AND
MANAGING OUR RISKS
In order to carry out their duties
comprehensively, each Risk Committee
has secure access to a central pool of data
from, or with the potential to affect, their
agency. This data is crucial to their ability
to recognise and monitor a full risk and
compliance picture and the impact of
actions taken as a result; and includes
internal audit reports, internal controls over
financial reporting (ICFR) results, general
computing controls results, corroborated
information from whistleblowers, findings
from investigations, annual business risk
maps and the results of our annual
assessment of business integrity risks.
BUSINESS INTEGRITY PROGRAMME
Our business integrity programme is central
to ensuring that the policies, procedures
and control environment set by the Board
are understood and adhered to across all
geographies and markets. It is produced by
mapping resources, systems and processes
against WPP’s risk appetite (which the
business integrity team, sitting within
WPP’s legal function, helps the Board and
WPP Risk Committee to set), governance
requirements and regulator expectations
and then crafting actions from the results
for both the business integrity team and
the Risk Committees.
The success of our strategic objectives
as discussed in this report depends to a
significant extent on how we identify and
address the current and emerging risks
and uncertainties we face as a business.
The Board, assisted by the Audit
Committee, has oversight and responsibility
for our approach to risk management,
which is structured through our three lines
of defence model and driven by our risk
governance framework, our business
integrity programme, our culture based
on the principles set out in our Code of
Business Conduct and our internal
control environment.
The Audit Committee reviews and considers
the principal risk list on a quarterly basis
and any potential emerging risks continually
throughout the year.
The Board has reviewed the design and
effectiveness of this system during the year
and up to the date of this report, and has
carried out a robust assessment of the
principal and any emerging risks that could
impact our business.
The system of controls described below is
designed to manage and mitigate, but may
not eliminate, the risk of failure to achieve
our strategic objectives, and is not an
absolute assurance against material
misstatement or loss.
RISK GOVERNANCE FRAMEWORK
Key to our risk governance framework are
our Risk Committees. Each agency has a
global Risk Committee chaired by the CEO,
with key senior managers participating,
to ensure that leadership is proactively
identifying (including through risk
assessments, business risk maps and
horizon scanning) and understanding the
current, new, evolving and emerging risks
across businesses and the remediation
steps required from time to time in certain
markets. We also have a WPP Risk
Committee, which has oversight of all
Risk Committees and itself reports to the
Audit Committee. In addition, we have two
sub-committees to focus on the detail of
risks relating to data privacy, security and
ethics and to controls at both WPP and
agency levels, and three sub-committees
to focus on procurement, treasury and tax
risks and an AI Governance Committee at
WPP level.
The agenda of the Risk Committees is to
review, monitor and advise on: compliance
with laws, regulations, internal procedures
and industry standards; the implementation
of our compliance framework (including
setting clear standards and reporting lines
for the accurate and timely monitoring
of exposures and certain risk types of
importance); compliance policies and
practices; and risks that present themselves
throughout each agency. This agenda is
framed by our business integrity programme
and internal control environment.
INTERNAL AUDIT
FINDINGS AND SOX
TEST RESULTS
KEY RISK
INDICATOR
DATA FEEDS
CERTIFICATIONS
AND
DISCLOSURES
Agency Risk
Committees
WPP Risk
Committee
WHISTLEBLOWERS
AND
INVESTIGATIONS
BUSINESS
RISK MAPS
BUSINESS
INTEGRITY RISK
ASSESSMENT
WPP’S RISK GOVERNANCE FRAMEWORK
BUSINESS INTEGRITY PROGRAMME
INTERNAL CONTROLS
WPP ANNUAL REPORT 2025 50
STRATEGIC REPORT
sessions throughout the year on ethics
and integrity topics thought necessary
or relevant such as anti-fraud, bribery and
corruption, conflicts of interest, supply
chain risks and gifts, hospitality and
entertainment. This top-up programme
is designed and scheduled in response
to data collected and reviewed by WPP’s
business integrity team, including from
concerns raised and corroborated through
investigations and our annual assessment
of business integrity risks. It is underpinned
with daily support on the ground from our
regional compliance and ethics leads
(within our business integrity team).
The core of our policies is our Code of
Business Conduct, which is reviewed
annually by the Board and sets out the
principal obligations of all of our people.
As a company and as individuals we have
a collective responsibility to behave in
the right way, to live up to our values and
to conduct our business with integrity.
Our Code outlines the commitments we
make to each other, our business partners,
and others with a stake in what we do;
equally therefore it is mirrored in our Supplier
Code of Conduct, which all vendors and
suppliers are required to sign up to before
being onboarded. Both the Code of Business
Conduct and the Supplier Code of Conduct
were updated in 2025 to reflect latest
updates in law and regulations, including
the UK Economic Crime and Corporate
Transparency Act’s fraud offence which
came into effect on 1 September 2025.
Actions for the business integrity team focus
on tackling root causes of risk and include:
– In respect of resources, championing
and enhancing messages and examples
from global, regional and local leadership
with communications, training sessions,
townhalls and practical guidance,
know-how and resources for our people
including guidance booklets to
accompany policies and an increasing
library of AI agents to facilitate, for
example, policy Q&A, and providing
‘on the ground’ support for day-to-day
queries from our agencies
– In respect of systems, advising on
the implementation of WPP’s policies,
procedures and controls (including
around internal reporting and approvals)
and providing a compliance lens for the
design and structure of our enterprise
resource planning (ERP) environment
(including promoting the leverage of
its functionality to restrict access to key
transactions to appropriate parties and
to ensure adequate segregation of duties
and assets)
– In terms of processes, conducting an
annual assessment of business integrity
risks (which is constantly evolved in terms
of which risks are within scope, the nature
of assessment and the reporting and
recommendations that emanate from
the work), monitoring dynamic data feeds
(including our financial reporting, internal
audit findings and ICFR results), proactive
management of self-certifications and
disclosures from our people, ensuring
that our supply chain aligns with our
Supplier Code of Conduct, reviewing
and investigating whistleblowing reports
and tracking remediation efforts
POLICIES, PROCEDURES AND
CULTURE
The quality and competence of our people,
their integrity, ethics and behaviour, and the
culture embedded within our businesses
are all vital to our system of internal control,
which is maintained and reviewed in
accordance with the UK Corporate
Governance Code, FRC guidance on risk
management and internal controls, and the
Committee of Sponsoring Organizations
of the Treadway Commission (COSO)
Framework.
In order to help our people make the right
decisions, we provide a number of tools.
The baseline reference is set out within
WPP’s policies, supported as and when
needed by guidance booklets, FAQ sheets
and accounting guidelines. To help our
people understand the ethical and business
objectives set out in WPP’s policies, WPP
has a mandatory online ethics training
programme that all our people (including
freelancers working for more than four
weeks) are required to complete on an
annual basis. This programme was refreshed
and relaunched in March 2026 and comprises
five modules: Safer Data; Anti-Fraud, Bribery
and Corruption; Preventing Global Tax
Evasion; Safe AI Use; and Sustainability.
In addition, WPP’s business integrity team
organises in-person and video call training
RESOURCES
– Our people: everyone is
accountable
– Leadership
– Communications, training
and guidance
– ‘On the ground’ support
SYSTEMS
– ERP environment
– Policies and controls
– Financial reporting
– Internal reporting and
approvals
PROCESSES
– Business integrity risk
assessment
– Identifying and monitoring
dynamic data feeds
– Whistleblowing and
investigations
– Internal and external due
diligence
– Certifications and
disclosures
– Remediation; and focus on
root causes
– Disciplinary measures
including impact
on compensation
– Business risk maps
WPP’S BUSINESS INTEGRITY PROGRAMME
OUR RISK APPETITE
GOVERNANCE REQUIREMENTS
REGULATOR EXPECTATIONS
ASSESSING AND MANAGING OUR RISKS WPP ANNUAL REPORT 2025 51
STRATEGIC REPORT
TOTAL NUMBER OF REPORTS
FROM WHISTLEBLOWERS
RISK IMPACT FROM WHISTLEBLOWER REPORTS
%
Part of this culture is making sure that our
people know how and feel comfortable
to speak up and raise concerns with their
managers or supporting teams, through
WPP’s business integrity team or by calling
our Right to Speak hotline (which is
confidential and allows for anonymity)
if they experience, suspect or hear about
behaviour which is at odds with the
principles stated in our Code.
Every report received from a whistleblower
is investigated and reported into the Audit
Committee by WPP’s business integrity
team. In 2025, we continued to focus on
our speak-up culture and a total of 589
reports were received from whistleblowers
(2024: 609), 474 of which were through the
Right to Speak hotline. This reflects a similar
underlying trend year-on-year with the
slightly higher number during 2024 tracked
to certain issues prompting multiple reports
at once. In 2025, the most commonly raised
concerns were about respect in the
workplace and protection of WPP’s assets.
RISK IMPACT FROM WHISTLEBLOWER
REPORTS 2025
All whistleblower reports received by the
Group Chief Counsel and General Counsel,
Corporate Risk, which includes all Right
to Speak reports, are handled in line with
WPP’s Whistleblowing and Investigations
Protocols and logged, investigated and
tracked through to a conclusion, including
any remediation or follow-up actions that
might be required. Recommended
remediation can include disciplinary action,
changes to systems, controls and processes
or wider review and monitoring for a
particular time period.
The principles of our Code of Business
Conduct are embedded in our training
courses and our senior managers are
required to certify compliance with the
Code on an annual basis through a digital
certification and disclosure process.
Our AFBAC (Anti-Fraud, Bribery & Corruption)
Policy prohibits any form of bribery,
corruption or fraud across WPP and is
supported by the Conflicts of Interest Policy
and the Business Advisor Policy – the latter
restricts the use of external business
advisors and details the due diligence that
must be undertaken and approvals needed
in the limited cases where such advisors
may be used. In 2025, WPP’s business
integrity team updated the AFBAC Policy,
its accompanying AFBAC Guidance Booklet
and related training programmes to reflect
the latest regulator and government
guidance on the UK Economic Crime
and Corporate Transparency Act 2023.
Our Gifts, Entertainment & Hospitality
Policy and its accompanying GEH Guidance
Booklet sets limits, including on type,
timing and value, on what may be given
or received, supported in each agency
by a gift register.
As noted above, our Code of Business
Conduct for vendors and suppliers
replicates all of these obligations in our
supply chain. WPP’s policies also include
required practices in operational, tax,
legal and human resource areas.
The application of our policies and
procedures is monitored within each
agency and by the internal audit, legal
(in particular, the business integrity team),
and risk and controls functions.
Breaches are investigated by our business
integrity team sitting within WPP’s legal
function and, where appropriate, external
advisors.
WPP’s business integrity team has a
mandate to make recommendations to
realign and support WPP’s agencies,
where required, to manage and reduce risk.
Recommended remediation can include
disciplinary action, changes to systems,
controls, approvals or functions, monitoring
and training sessions. This approach is
formalised through WPP’s Whistleblowing
Protocol and Investigations Protocol.
WPP’s approach to performance rewards
continues to support the risk management
and internal control systems, reinforced by
the WPP Risk Committee and the
Compensation Committee.
WHISTLEBLOWING
WPP’s Code of Business Conduct sets
out our responsibilities to our people,
partners and shareholders to act ethically
and legally. We want to encourage a culture
of integrity and transparency where our
people make the right decisions
automatically and instinctively.
2024 2025
589
609
6%
5%
2%
17%
7%
63%
Clients
Operational
Data privacy,
security and ethics
People
Legal and regulatory
Financial
ASSESSING AND MANAGING OUR RISKS WPP ANNUAL REPORT 2025 52
STRATEGIC REPORT
The business review includes: client
spending patterns; the macro and
geopolitical environment; the possibility
of winning or losing major business;
succession and the addition or loss of key
employees; regulatory changes; material
ESG topics; and changes in accounting
or corporate governance practice.
To add to this, the WPP Risk Committee,
supported by the business integrity team,
runs an enterprise-wide risk management
process. This leverages multiple data feeds
including both centralised streams and
digital business risk maps, alongside risk
appetite statements and tolerances, and
incorporates our internal risk management
framework including around policies,
controls and reporting (whether through
disclosures, monitoring, audit work,
investigation work or internal reporting
processes). The resulting analysis allows
risks to be monitored and tracked across
all businesses and markets and feeds into
the regular risk discussions of executive
management, the Audit Committee and
the Board.
In addition, the Risk and Controls Group
remains focused on driving continuous
improvement in WPP’s internal control
environment, looking at the design and
implementation of internal financial
controls as well as controls that support
WPP’s risk framework.
3. INTERNAL AUDIT AND AUDIT
COMMITTEE OVERSIGHT
The internal audit function, with Audit
Committee oversight and external resource
as required, provides an independent
review of risk management and internal
control via internal audits and management
of the testing programme for ICFR.
Reports are also analysed for risk impact
and root causes. Learnings generated
from this analysis are converted into
recommendations including for training
sessions and practical resources by WPP’s
business integrity team and implemented
together with the support and input of
the Risk Committees. WPP’s business
integrity team also merges these learnings
with other data feeds (both internal, such as
revenue source and breakdown or margin
patterns, and external, such as Transparency
International’s Corruption Perception Index)
to identify and focus on potential risk
concerns.
The nature of each report, action taken
and outcome is reported to the Audit
Committee. WPP is committed to providing
a safe and confidential way for people with
genuine concerns to raise them, and to do
so without fear of reprisals. WPP does not
tolerate any retaliatory behaviour against
individuals reporting concerns and is
equally committed to preserving the
anonymity of an individual who makes
a report and does not wish to have their
identity revealed.
The consequences of misconduct or
retaliation range from individual
performance management, training
for a business or an office and one-on-
one training or coaching for an individual
through to staff relocation and staff
dismissal.
RISK MANAGEMENT
We use a ‘three lines of defence’ model
in relation to risk management.
1. COMPANY REVIEWS
Each agency undertakes monthly and
quarterly procedures and day-to-day
management activities to review its
operations and business risks, supported
by our policies, training and guidance on
required internal controls over financial
reporting and monitoring controls and
reviews within its business.
In addition, our companies must maintain
and update documentation on their internal
controls and processes. This documentation
incorporates an analysis of business risks,
detailed control activities and monitoring,
together with IT and financial controls and
controls over security of data, and the
provision of timely and reliable information
to management.
The information collated feeds up to each
agency’s Risk Committee which uses it to
assess and monitor current risk exposures,
identify new and emerging risk types and
any that rise to principal risk level, set future
risk strategy, and compile it into reporting
and insights for the WPP Risk Committee
and executive management.
2. EXECUTIVE MANAGEMENT REVIEWS
The agency reviews are communicated
formally to executive management in
monthly reports and quarterly review
meetings and, in turn, to the Board. At each
Board meeting, the management team
presents a business review of each of the
operations, including an assessment of the
risks in each business and details of any
change in the risk profile since the last
Board meeting.
ASSESSING AND MANAGING OUR RISKS WPP ANNUAL REPORT 2025 53
STRATEGIC REPORT
VIABILITY STATEMENT
RISK ASSESSMENT
ASSESSMENT OF PROSPECTS
An understanding of the Group’s operating
structure and strategy detailed on pages 10
to 12 is central to understanding its
prospects. The Directors assess the Group’s
prospects on a regular basis through the
financial reporting and planning process,
agency reviews at Board meetings,
quarterly reviews of the agencies by the
executive team and ongoing reviews of the
Group’s profitability, cash flows and funding
requirements. The Board reviews the
longer-term risks and opportunities for the
Group discussed in the Strategic Report.
VIABILITY STATEMENT
The Directors’ assessment of the Group’s
viability has been made over a three-year
period. This period has been chosen as it
aligns with the period in which we believe
our principal risks tend to develop, and
is in line with the structure of long-term
management incentives and the outputs
from the long-range business planning cycle.
The Directors’ assessment has been made
with reference to:
– The Group’s principal risks and how these
are managed and the impact of a
principal risk materialising
– The ongoing reviews, short-term notice
periods or assignment nature of many
of the client engagements
– The Group’s current financial position
and prospects
– Elevate28 strategy
– The changes taking place in our industry
– The long-term impact of technological
disruption
– The ongoing simplification of the Group
structure and improvements in our
integrated service offering to clients
– The volatility of global economic
conditions including the economic and
geopolitical impacts of conflicts
In testing the viability of the Group, we have
undertaken a robust scenario assessment of
the principal risks which could threaten the
viability or existence of the Group. In the
scenario modelling a range of severe but
plausible scenarios were considered,
including global instability & regulatory
scrutiny, major client loss & reputational
damage, major cyber attack & data breach,
extreme weather events & ESG impact, and
a net sales decline reverse stress test. Each
of the scenarios was linked to WPP’s
principal risks, and how this can lead to
client loss, loss of reputation, contract
breach, our inability to win new business,
and the impact of a revenue less pass-
through costs decline.
The Group’s forecasts and projections
took account of: (i) reasonably possible
declines in revenue less pass-through costs;
and (ii) whether the declines in revenue
less pass-through costs required to utilise
all of the group’s liquidity in the reverse
stress test were reasonably possible and
considered the group’s liquidity headroom
after assuming the suspension of
share buybacks, dividends and acquisitions,
and access to public and private capital
markets which would continue to be
accessed proactively should any material
risk to liquidity materialise.
A range of revenue less pass-through
costs declines have been modelled up to
a decline of 22% determined by the reverse
stress test, compared with the year ended
31 December 2025. In the most extreme
scenarios tested, the Directors have
considered the further actions that could be
taken to mitigate negative cash flow impact
and ensure additional liquidity, including
cost mitigations of 43% of the decline in net
sales and the suspension of share buybacks
and dividends. The Directors have assumed
that the Company will be able to refinance
existing bonds and, as a result, the Group
will continue to operate with sufficient
liquidity available. However, the long-term
viability of the Group could be impacted
by other as yet unforeseen risks and the
mitigating actions that have been put in
place in respect of the principal risks could
turn out to be less effective than intended.
Having assessed the current position of the
Company, its prospects and principal risks
and taking into account the assumptions
above, the Board has determined that it has
a reasonable expectation that the Company
will be able to continue in operation and
meet its liabilities as they fall due over the
next three years.
GOING CONCERN
The Group’s business activities, together
with the factors likely to affect its future
development, performance and position
are set out in the Financial Review on pages
26-30 and Principal Risks and Uncertainties
on pages 55-62. The financial position of
the Group, its cash flows, liquidity position
and borrowing facilities are described in
the financial statements and the notes to
the financial statements. The notes also
include the Group’s objectives, policies
and processes for managing its capital;
its financial risk management objectives;
details of its financial instruments and
hedging activities; and its exposures to
credit risk and liquidity risk.
The Group consolidated financial
statements have been prepared on the
going concern basis.
In performing its going concern assessment,
the Group’s forecasts and projections have
taken account of (i) reasonably possible
declines in revenue less pass-through costs
or increases in costs arising from severe but
plausible downside scenarios and (ii) the
results of reverse stress tests to quantify
the level of revenue less pass-through
costs declines compared to 2025, taking
into account the suspension of share
buybacks, dividends and acquisitions,
and cost mitigation actions which could
be implemented. This assessment shows
that the Company and the Group would be
able to operate with appropriate liquidity,
supported by its committed facilities, and
be able to meet its liabilities as they fall due
and for a period of at least a year from the
date the financial statements are signed.
The Directors therefore have a reasonable
expectation that the Company and the
Group have adequate resources to continue
in operational existence for at least a year
from the date of this report.
Thus they continue to adopt the going
concern basis of accounting in preparing
the financial statements.
ASSESSING AND MANAGING OUR RISKS WPP ANNUAL REPORT 2025 54
STRATEGIC REPORT
PRINCIPAL RISKS AND
UNCERTAINTIES
PRINCIPAL RISK POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
ECONOMIC RISK
Adverse economic conditions, including
those caused by conflicts, severe and
sustained inflation and currency
volatility in key markets where we
operate, tariffs and other trade barriers,
supply chain issues including around
resilience affecting the distribution of
our clients’ products and/or disruption
in credit markets, pose a risk our clients
may reduce, suspend or cancel spend
with us or be unable to satisfy
obligations.
Economic conditions, including inflation,
currency volatility and increasing interest
rates among others, have a direct impact
on our business, results of operations and
financial position.
In the past, clients have responded to
weak economic and financial conditions
by reducing or shifting their marketing
budgets which are easier to reduce
in the short term than their other
operating expenses.
Our client portfolio is diverse, consisting of organisations
operating in different industry sectors and across a broad
geographical spread, all of which helps to mitigate the impact
of any specific challenges that individual clients or markets might
be facing.
In addition, our Global Client Lead (GCL) and account teams work
proactively with our clients to understand the challenges they
are facing, anticipate and determine general trends in marketing
spend and develop pre-emptive plans to prepare, redeploy
resources and manage costs according to expected shifts.
GEOPOLITICAL RISK
Geopolitical tensions and an increase
in conflicts continue to have a
destabilising effect in our markets and
across geographical regions. Alongside
an adverse effect upon the economic
outlook, there is a general erosion of
trust in institutions and – in relation
to global cooperation and integration
– an increasing political focus both
on national interests and regional
convergence. Such factors and
economic conditions may be reflected
in our clients’ confidence in making
longer-term investments and
commitments in marketing spend.
Actual and threatened geopolitical tension
and conflicts lead to greater uncertainty,
supply chain risk and economic instability,
and a general lack of confidence for many
of our clients who are inclined to scale
back, delay or cancel their marketing plans
and budgets.
We work closely with our in-country teams, third-party advisors,
clients and other agencies in monitoring the level and nature of
geopolitical issues, events and developments across all markets
and regions.
Our primary focus is the safety and security of our people, and for
extreme events or periods of disruption we have developed a
series of crisis and response plans with clear lines of escalation
to the Board and Executive Committee that focus upon the
wellbeing of our people and their families.
We have detailed operational and financial plans, developed
through the consideration of a range of potential scenarios and
outcomes that are continuously monitored and, if required, used
to make interventions and support decision-making over our
operations, investments and advice to clients. This includes the
identification of priority services and their key dependencies and
the development of market-specific incident response and service
continuity plans to best ensure business operations are resilient
to external factors.
STRATEGIC PLAN
The failure to successfully execute the
strategic plan published in February
2026 to simplify and integrate our
client proposition, restore growth
and drive long-term value, including
the failure to simplify our operating
model and strengthen execution as well
as transform our go-to-market strategy.
Failure also to unlock the target cost
savings which will enable a reallocation
of investment to the growth building
blocks and implementation of the
updated approach to capital
allocation, both of which underpin
the strategic plan.
A failure or delay in implementing the
strategic plan or distracting teams from
winning or growing market share may
have a material adverse effect on our
market share and our business, revenues,
results of operations, financial condition
or prospects.
Board oversight of the implementation of the strategic plan
and Group-wide change management, and regular briefings
and discussions on the Group’s response to and progress with
simplifying our operating model, simplifying and integrating
our client proposition, engaging clients on the products offered
by WPP Open and external threats including economic and
geopolitical risks.
The Executive Committee regularly reviews progress against
the strategic plan and actions required to deliver against the plan,
and convenes regularly to discuss the Group’s response to and
implementation of the measures highlighted in this table to
mitigate the impact of the principal risks and uncertainties on
the Group’s operations, people, clients and financial condition.
The Board has carried out a robust assessment of the principal risks and uncertainties affecting the Group and
the markets we operate in and strategic decisions taken by the Board as at 31 December 2025 and up to the
date of this report, which are described in the table on this and the following pages.
KEY
Increased risk No change from last year
WPP ANNUAL REPORT 2025 55
STRATEGIC REPORT
PRINCIPAL RISK POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
AI
Failure to adapt to the pace of change
in the tech landscape and AI and to
optimise, deploy and engage clients in
the suite of products offered by WPP
Open, our agentic marketing platform,
may impact the overall operation of
the business.
WPP may incur costs when ensuring it
can comply with the introduction of AI
laws and regulations, including the EU
AI Act. This would be through review
of IT systems and processes, which may
require refinement or amendment, to
ensure regulation can be adhered to.
IP laws, and in particular the analysis
of copyright infringement, are evolving
in generative AI specifically. Where AI
is used in client deliverables, IP
infringement risk, in particular copyright
infringement risk, must be assessed in
the context of the underlying data sets
used in the creation of client work.
The use of AI agents within our
operations, particularly in client-facing
or decision-making roles, introduces
risks related to unintended or erroneous
outputs, lack of transparency in their
decision-making processes, or the
potential for misuse if compromised.
Without the automation and efficiency
gains offered by generative AI, and AI
more broadly, we may experience
increased costs and inefficiencies in our
operations, impacting profitability and
competitiveness.
Clients expect us to use generative
AI-driven tools and technologies in
our services and deliverables and are
increasingly able to purchase and use
licences to such tools and technologies
themselves. If we fail to optimise and
deploy the suite of products offered by
WPP Open and/or fail to continue to
advance and evolve our commercial model
around end-to-end marketing (planning,
media, production and commerce) and
WPP Open’s ability to connect people,
tools, data and intelligence to deliver that,
we may struggle to keep up with these
demands, leading to decreased relevance
and effectiveness of our services and
deliverables for clients, and allow an
opportunity for AI vendors to contract
directly with our clients.
Falling behind new and emerging
competitors leveraging the opportunities
AI offers to gain a competitive advantage
could result in lost market share, decreased
revenue and reduced profitability.
Generated materials may infringe
third-party IP resulting in legal costs
and client reputation impact.
Client dissatisfaction, reputational damage
and financial penalties could result if AI
agents act outside established ethical
guidelines or regulatory frameworks.
The Chief AI Officer, working together with the CEO and CTO,
is responsible for the strategic direction of generative AI in
the business.
We have established an AI Governance Committee which
oversees the application and adoption of, and risks associated
with, generative AI across WPP. This Committee includes the CEO,
CTO and Chief Privacy Officer and other senior stakeholders in the
business with responsibility for the safe and responsible use of
generative AI within WPP.
We have developed and continue to invest in WPP Open,
which is available to all staff in order to support our work and
deliverables both internally and for clients and, within that,
WPP Open Intelligence which allows teams, clients and partners
to collaborate on data in real time, while keeping all first-party
data private and secure within the Group, driven by patented
technology within InfoSum, which was a strategic acquisition
for WPP in April 2025.
We have established partnerships with leading generative
AI platforms, technologies and companies, including Google
and Adobe.
We actively monitor the changing regulatory landscape and the
introduction of new laws regulating AI to assess the impact on our
business and work, including detailed review of the EU AI Act and
evolving IP laws (including copyright), and how they will impact
how we service our clients.
We have established the WPP AI Governance Framework,
providing a comprehensive approach to managing AI risks and
ensuring responsible adoption, ethical standards and regulatory
compliance, including with the EU AI Act. Our AI activities are
guided by six WPP AI Principles covering data provenance,
transparency and ethical awareness. The framework also includes
robust use-case management, AI-specific controls, mandatory
training, and continuous monitoring of evolving regulations to
proactively adapt our approach and ensure responsible AI use.
We have a comprehensive due diligence process in place to
review the third-party AI tools/platforms used in the business.
This process considers the use case for the tool/platform and
includes reviews of the security, legal and technology aspects
of the tool/platform as well as sources of underlying learning data,
where applicable, to develop a ‘traffic light’ approach to risk.
We have implemented the WPP AI Agent Governance Framework,
a structured and risk-based approach that classifies agents and
applies proportional oversight throughout their life cycle, from
creation to retirement. This framework includes defined life cycle
checkpoints and clear responsibilities to ensure agents are
managed responsibly, mitigating risks of unintended outputs
and ensuring compliance.
While AI provides many opportunities (including efficiencies
and new services and offerings), we also continue to review and
consider the impact around our business model through the AI
Governance Committee, reporting to the Board and Audit
Committee on identified risks and impacts.
PRINCIPAL RISKS AND UNCERTAINTIES WPP ANNUAL REPORT 2025 56
STRATEGIC REPORT
PRINCIPAL RISK POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
IT AND SYSTEMS
We continue to undertake a series of
IT programmes devised to prioritise
the most critical changes necessary
to support WPP’s strategic plan while
maintaining the operational performance
and security of core systems.
WPP is reliant on third parties for the
performance of a significant portion of
its worldwide information technology
and operations functions.
Failures or delays in providing these
functions could have an adverse effect
on our business.
Any failure or delay in implementing the IT
programmes may have a material adverse
effect upon the overall strategic plan and
the realisation of key targeted benefits
and savings.
Disruption and unavailability of critical
systems may lead to disruption in our
operations and client service delivery.
The Board and management team provide oversight and
governance of the most important IT and systems change
initiatives the business is pursuing.
Detailed plans have been prepared for each major systems
initiative and overall progress, challenges and risks are monitored
as part of our project management processes and discussed
in dedicated steering committees which also agree upon any
corrective action that may be required, including around
supplier resilience.
Progress reports are also completed as part of regular briefings
that the Board receives on the overall implementation of the
strategic plan.
CLIENT LOSS
We compete for clients in a highly
competitive industry which is
continuously evolving and undergoing
structural change and advancements
in AI, data and technology. Client net
loss to competitors, or as a consequence
of client consolidation, insolvency or
a reduction in marketing budgets due
to a geopolitical change or shift in client
spending, or to new entrants who offer
clients a licence to create content or
personalise at scale, could have a
material adverse effect on our market
share, business, revenues, results of
operations, financial condition and
prospects.
The competitive landscape in our industry
is constantly evolving and the role of more
traditional services and operators in our
sector who have not successfully
diversified or restructured is being
challenged. Competitors include
multinational advertising and marketing
communication groups, marketing
services companies, professional services,
consultants and consulting internet
companies and new entrants.
Client contracts can generally be
terminated on 90 days’ notice or are on
an assignment basis and clients put their
business up for competitive review from
time to time.
The ability to attract new clients and to
retain or increase the amount of work from
existing clients may be impacted if we
fail to react quickly enough to demand
changes in the market and to evolve our
structure and commercial model around
end-to-end marketing, or as a consequence
of any loss of reputation, and may be
limited by clients’ policies on conflicts
of interest.
The strategic plan published in February 2026 places emphasis on
simplifying and integrating our client proposition, restoring growth
and driving long-term value, including simplifying our operating
model and strengthening execution as well as transforming our
go-to-market strategy.
Renewed investment in WPP Open, our agentic marketing platform,
and increasing engagement and deployment with clients and WPP
Open including WPP Open Pro (launched in October 2025) and
Agent Hub (launched in January 2026).
Continuous improvement of our creative, media and production
capabilities and reputation of our businesses. The development
and implementation of senior leadership incentives to align more
closely with our strategy and performance.
Business review at every Board, Executive Committee and agency
management meeting to identify client loss. Monthly updates to
the executive management team on the status of WPP’s major
clients and upcoming pitches for potential new clients. Continuous
engagement with our clients and suppliers through this period of
uncertainty and reduction in economic activity.
Board focus on the importance of a positive and inclusive culture
across our business to attract and retain talent and clients.
A continued simplification of our organisational structure (and
therefore structural cost savings) and collaborative working
through campus co-locations.
KEY
Increased risk No change from last year
PRINCIPAL RISKS AND UNCERTAINTIES WPP ANNUAL REPORT 2025 57
STRATEGIC REPORT
PRINCIPAL RISK POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
CLIENT CONCENTRATION
We receive a significant portion of our
revenues from a limited number of large
clients and the net loss of one or more
of these clients or of a major assignment
with them could have a material
adverse effect on our prospects,
business, financial condition and
results of operations.
A relatively small number of clients
contribute a significant percentage of
our consolidated revenues. Our ten largest
clients accounted for 21.4% of net sales
in the year ended 31 December 2025.
Clients can reduce their marketing spend,
terminate contracts or cancel projects
on short notice. The loss of one or more of
our largest clients or of a major assignment
with them, if not replaced by new
accounts or an increase in business from
existing clients, would adversely affect
our financial condition.
Business review at every Board meeting and regular engagement
at executive level with our clients including GCL and business
development teams monitoring (including through client
satisfaction surveys) and supporting growth of client relationships.
A ‘new and existing business’ tracker is reviewed by the Executive
Committee on a monthly basis with regular updates provided to
the Board.
Increased flexibility in the cost structure (including incentives,
consultants and freelancers).
PEOPLE, CULTURE AND SUCCESSION
Our performance could be adversely
affected if we: do not react quickly
enough to changes in our market;
fail to attract and develop key media,
creative, production, technology
and management talent; are unable
to retain and incentivise key talent;
or are unable to adapt to new ways of
working including through workforce
responsive to, for example, the
incorporation into team architecture
and management of intelligent systems
and capabilities, and accountabilities
required for that.
We are highly dependent on the talent,
creative abilities and technical skills of
our people as well as their relationships
with clients.
We are vulnerable to the loss of people
to competitors (traditional and emerging)
and clients, leading to disruption to
the business.
The Compensation Committee provides oversight for WPP’s
compensation and incentive plans, which are structured to
provide retention value by, for example, paying part of annual
incentives in shares that vest two years after grant date.
WPP’s People Pulse provides the Board, Executive Committee
and senior leaders across WPP with the general sentiment,
opinions and concerns of employees. In 2025, almost 40,000
people responded with over 20,000 open text responses.
Headline findings included general and local views on practical
AI enablement, communications and engagement, career growth,
wellbeing and inclusion, and have contributed to the menu of
initiatives available to our people. In 2026, People Pulse will
develop into shorter, more frequent pulses focusing on AI, clients
and people to reflect our business priorities and enable WPP to
respond quickly to what matters most.
We continue to work across WPP to embed collaboration and
invest in training and development to retain and attract talented
people with 47,000+ unique users and 196,000+ completions within
our Future Readiness Academies, which offer an ever-growing
library of on-demand training including cutting-edge AI skills.
65,000 employees trained on our AI Training Hub which launched
in 2025.
We are also focused on the future and potential for a hybrid pool
of talent as intelligent systems are incorporated into team
structures and organisation charts and what that means in terms
of leadership accountability and capabilities and training required
to manage AI agents alongside human talent.
Co-located campus properties increase the cooperation across our
agencies and provide extremely attractive and motivating working
environments. Our real estate teams work closely with people
teams across the business to consider how space is being utilised
to support collaboration and innovation, and also operations:
co-locating our people in fewer, higher-capacity campus buildings
means we can centralise emergency preparedness procedures
and deploy climate mitigation measures more efficiently.
Looking ahead, succession planning for the Chief Executive Officer,
the Chief Financial Officer and key executives of WPP is undertaken
by the Board and Nomination and Governance Committee on a
regular basis, and a pool of potential internal and external
candidates is identified for both emergency and planned scenarios.
PRINCIPAL RISKS AND UNCERTAINTIES WPP ANNUAL REPORT 2025 58
STRATEGIC REPORT
PRINCIPAL RISK POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
CYBER AND INFORMATION SECURITY
WPP has in the past, and may in the
future, experience a cyber attack
that leads to harm or disruption to
our operations, systems or services.
This risk has increased as the prevalence
and sophistication of generative AI
means there are both human and
AI-generated attacks. Attackers are
increasingly leveraging AI and agentic
systems to automate and scale their
offensive capabilities, leading to the
deployment of more sophisticated,
evasive and rapidly evolving cyber
threats.
Such an attack may also affect suppliers
and partners through the unauthorised
access to, or manipulation, corruption
or destruction of, data.
We may be subject to investigative or
enforcement action or legal claims or
incur fines, damages or costs and client
loss if we fail to adequately protect data.
A system breakdown or intrusion could
have a material adverse effect on our
business, revenues, results of operations,
financial condition or prospects and have
an impact on long-term reputation and
lead to client loss.
The imposition of sanctions and the
associated geopolitical situation following
conflicts continue to trigger an increase
in cyber attacks generally.
AI enables attackers to develop highly
customised and adaptive attack vectors,
making them difficult to detect and defend
against using traditional security tools.
Automation through AI can significantly
amplify the scale and speed of attacks,
overwhelming our human defensive
response capacities. AI can help attackers
identify and exploit weaknesses in
defensive systems more effectively.
AI-generated content (for example,
deepfakes or highly personalised phishing
emails) can make social engineering attacks
far more convincing and widespread.
WPP has a single IT control framework that is mandatory for all
WPP agencies and is aligned to the WPP Data Privacy & Security
Charter, NIST, ISO 27001 and COBIT.
We monitor and log our network and systems through the WPP
24/7 Cyber Security Operations Centre, as well as undertaking
threat intelligence activities, vulnerability scanning and
penetration testing, where appropriate.
Breach and attack simulation software provides continuous
assessment and incident response plans, and playbooks are tested,
with lessons learned and improvements made.
We continually raise our people’s security awareness through our
mandatory WPP Safer Data training and rolling phishing simulation
and education programmes.
We also run lessons-learned exercises on any major industry
breach. These lessons feed our cyber strategy with either
long-term strategic improvement or tactical short-term projects,
and drive the strengthening of our identity controls and
protections.
WPP’s Data Privacy, Security & Ethics Risk Committee (a sub-
committee of the WPP Risk Committee) meets quarterly and
includes WPP’s Chief Information Officer, Chief Information
Security Officer, Chief Privacy Officer, Chief Sustainability Officer
and Chief Technology Officer. This sub-committee is responsible
for identifying and responding to privacy, technology, data and
cybersecurity risk across WPP.
We are developing, evaluating and integrating advanced
AI-powered defensive strategies and tools into our security
operations to supplement human resources. We are implementing
a security architecture that can integrate new technologies and
methodologies to combat evolving AI threats, coupled with
regular testing and simulation, red-teaming and penetration
testing that incorporate AI-powered attack scenarios to validate
the effectiveness of our defences and identify vulnerabilities.
CREDIT RISK
We are subject to credit risk through
the default of a client or other
counterparty.
Challenging economic conditions,
heightened geopolitical issues, shocks
to consumer confidence, disruption
in credit markets and challenges in
the supply chain disrupting our client
operations can lead to a worsening of
the financial strength and outlook for
our clients who may reduce, suspend or
cancel spend with us, request extended
payment terms beyond 60 days or be
unable to satisfy obligations.
We are generally paid in arrears for our
services. Invoices are typically payable
within 30 to 60 days.
We commit to media and production
purchases on behalf of some of our clients
as principal or agent depending on the
client and market circumstances. If a client
is unable to pay sums due, media and
production companies may look to us to
pay those amounts and there could be an
adverse effect on our working capital and
operating cash flow.
Evaluating and monitoring clients’ ongoing creditworthiness and
in some cases requiring credit insurance or payments in advance.
We work closely with our clients to ensure timely payment for
services in line with contractual commitments and with vendors
to maintain the settlement flow on media.
Treasury and our liquidity position is a recurring agenda item
for the Audit Committee and Board.
Increased management processes to manage working capital
and review cash outflows and receipts.
KEY
Increased risk No change from last year
PRINCIPAL RISKS AND UNCERTAINTIES WPP ANNUAL REPORT 2025 59
STRATEGIC REPORT
PRINCIPAL RISK POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
INTERNAL FINANCIAL CONTROLS
Our performance could be adversely
impacted if we fail to ensure adequate
internal control procedures are in place.
If material weaknesses are identified,
they could adversely affect our results
of operations, investor confidence in
WPP and the market price of our ADRs
and ordinary shares.
Failure to ensure that our agencies have
robust control environments, or that the
services we provide and trading activities
within WPP are compliant with client
obligations, could adversely impact
client relationships and business volumes
and revenues.
If material weaknesses in internal controls
are discovered or occur in the future,
our ability to accurately record, process
and report financial information and,
consequently, our ability to prepare
financial statements within required time
periods, could be adversely affected.
In addition, the Group may be unable
to maintain compliance with the federal
securities laws and NYSE listing
requirements regarding the timely filing
of periodic reports. Any of the foregoing
could cause investors to lose confidence
in the reliability of our financial reporting,
which could have a negative effect on
the trading price of WPP’s ADRs and
ordinary shares.
Transparency and contract compliance are embedded throughout
the Group and reinforced by audits at a WPP and agency level.
Regular monitoring of key performance indicators for trading
is undertaken to identify trends and issues.
An authorisation matrix on inventory trading is agreed with the
Board and the Audit Committee.
Our controls function is responsible for the design of financial,
operational, reporting and compliance controls across WPP and,
under the direction of our Group Financial Controller, performs an
evaluation of the effectiveness of our internal control over financial
reporting. Our technical accounting function supports both these
review efforts and complex accounting matters and judgements,
and changes in accounting standards.
Alongside the ongoing ERP deployment and finance shared
service optimisation programmes, management has set clear
control enhancement objectives as part of the ongoing and
continued development of WPP’s controls culture, and has
formalised its continuous improvement activities into a
controllership enhancement programme.
Management is committed to maintaining a strong internal control
environment, with appropriate oversight and monitoring, from
controls committees which sit at WPP and at agency level as
sub-committees of the Risk Committees and meet quarterly,
and from our Audit Committee.
DATA PRIVACY
We are subject to strict data
protection and privacy legislation in
the jurisdictions in which we operate
and rely extensively on information
technology systems. The use of AI,
while offering significant benefits,
introduces specific data privacy risks
related to data collection, model
training and automated decision-
making. We store, transmit and rely
on critical and sensitive data such as
strategic plans, personally identifiable
information and trade secrets:
– Security of this type of data is
exposed to escalating external
threats, that are increasing in
sophistication, as well as internal
data breaches
– Data transfers between our global
operating companies, clients or
vendors may be interrupted due
to changes in law (for example, EU
adequacy decisions, CJEU Schrems II
decision)
We may be subject to investigative or
enforcement action or legal claims or
incur fines, damages, or costs and client
loss if we fail to adequately protect data
or observe privacy legislation in every
instance:
– WPP has experienced in the past,
and may again in the future, a system
breakdown or intrusion that could have
a material adverse effect on our
business, revenues, results of
operations, financial condition or
prospects
– Restrictions or limitations on
international data transfers could have
an adverse effect on our business and
operations
– Misuse or unintended consequences of
AI technologies could lead to breaches
of data privacy, reputational damage
and regulatory scrutiny
We develop principles on privacy and data protection and
compliance with local laws. We also monitor pending changes
to regulations and identify changes to our processes and policies
that would need to be implemented. In the case of data transfers,
we also identify alternative approaches, including using other
permitted transfer mechanisms to limit any potential disruption
(for example, Standard Contractual Clauses (SCCs) instead of the
US Data Protection Framework).
We implement extensive training on data protection regulations
(including GDPR and CPPA) and roll out toolkits to assist our
people with their implementation.
We have a Chief Privacy Officer and Global Data Protection Officer
in role and supported by a Data Protection Office. Data privacy
activities across WPP are governed by the WPP Data Privacy &
Security Charter and follow the WPP Privacy Management
Framework.
WPP’s Data Privacy, Security & Ethics Risk Committee (a sub-
committee of the WPP Risk Committee with responsibility for
identifying and responding to privacy, technology, data and
cybersecurity risk) meets quarterly and includes WPP’s CIO, CISO,
Chief Privacy Officer, DPO, Chief Sustainability Officer and CTO.
Our people must take Privacy & Data Security Awareness training
and understand the WPP Data Code of Conduct and WPP policies
on data privacy and security.
The Data Health Checker survey is performed annually to
understand the scale and breadth of data we collect so the level
of risk associated with this can be assessed.
Tailored risk assessments have been conducted for key business
functions, including finance, security, enterprise technology and
people, to identify and mitigate specific data privacy risks
associated with AI implementation within those areas. These
assessments inform function-specific policies, procedures and
training programmes.
Annual reporting to the Audit Committee on significant regulatory
changes, data privacy risks and steps taken to mitigate those risks.
PRINCIPAL RISKS AND UNCERTAINTIES WPP ANNUAL REPORT 2025 60
STRATEGIC REPORT
PRINCIPAL RISK POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
TAXATION
WPP’s tax charge could be adversely
impacted by new tax rules, changes
to the application of existing rules
or higher tax rates.
The global tax environment remains
highly complex and subject to frequent
regulatory changes and evolving
interpretations. These dynamics
present inherent compliance risks.
Changes in local or international tax
rules and rates, changes arising from the
application of existing rules, new demands
and assessments or challenges by tax
authorities, may expose us to significant
additional tax liabilities or impact the
carrying value of our deferred tax assets,
which would affect the future tax charge
and our liquidity position.
Failure to comply with local and
international tax rules could result in
financial penalties, reputational damage
and can compromise relationships with
local tax authorities.
To ensure robust governance and proactive risk management:
– We actively monitor any proposed regulatory or statutory
changes and consult with government agencies where possible
on such proposed changes
– Bi-annual briefings to the Audit Committee of significant
changes in tax laws and their application and regular briefings
to executive management
– We engage advisors and legal counsel to obtain opinions on
tax legislation and principles
– We seek to identify, evaluate and mitigate operational tax risks
through our tax control framework
– The WPP Tax Risk Committee (a sub-committee of the WPP Risk
Committee with responsibility for identifying and managing tax
risks) meets quarterly and consists of senior WPP group tax and
group finance members
REGULATORY
We are subject to strict anti-corruption,
anti-bribery, anti-fraud and anti-trust
legislation and enforcement in the
countries in which we operate.
We operate in a number of markets where
the corruption risk has been identified as
high by groups such as Transparency
International.
Failure to comply or to create a culture
opposed to fraud, bribery and corruption
or failure to instil business practices that
prevent both human and AI-generated
fraud and corruption could expose us to
civil and criminal sanctions and negatively
impact our reputation or financial
condition.
Online and in-country ethics, anti-bribery, anti-corruption,
anti-fraud and anti-trust training on a Group-wide basis to raise
awareness and seek compliance with our Code of Business
Conduct and AFBAC Policy.
A continuously evolving business integrity programme to ensure
compliance with our codes and policies and remediation of any
breaches of policy.
Continuous communication of the confidential, independently
operated Right to Speak helpline for our people and stakeholders
to raise any potential breaches of our Code and policies, which
are investigated and reported on a regular basis to the Audit
Committee.
Due diligence on acquisitions and on selecting and appointing
suppliers, an actively managed disclosure programme and
approvals process around conflicts of interest including related
party interests and (separately) around gifting, entertainment and
hospitality, and restrictions on the use of third-party consultants
in connection with any client pitches.
Shared financial services in the markets in which we operate and
a controls function which operates at WPP and at agency level.
Risk committees are well established at WPP and across the
agencies to monitor risk and compliance through all of our
businesses and the enhancement of our business integrity
programme across our markets. For details of the risk committees’
responsibilities and our business integrity programme, see pages
50-53.
KEY
Increased risk No change from last year
PRINCIPAL RISKS AND UNCERTAINTIES WPP ANNUAL REPORT 2025 61
STRATEGIC REPORT
PRINCIPAL RISK POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
SANCTIONS
We are subject to the laws of the US,
the EU, the UK and other jurisdictions
that impose sanctions and regulate the
supply of services to certain countries.
Failure to comply with these laws could
expose us to civil and criminal penalties
including fines and the imposition of
economic sanctions against us, and
reputational damage and withdrawal of
banking facilities which could materially
impact our results.
Online training to raise awareness and seek compliance and
updates for our agencies on any new sanctions.
Regular briefings to the Audit Committee and constant monitoring
by the WPP legal function with assistance from external advisors of
the sanctions regimes. Executive Committee briefed and working
with the WPP legal function to ensure compliance with escalating
sanctions as a consequence of conflicts.
ENVIRONMENTAL, SOCIAL & GOVERNANCE ESG
The Group’s operations could be
disrupted by an increased frequency
of extreme weather and climate-related
natural disasters.
The Group could be subject to
increased costs to comply with the
potential future changes in ESG law
and regulations. This includes the EU
Corporate Sustainability Reporting
Directive (CSRD) and the IFRS
Sustainability Standards.
A failure to manage the complexity
in carbon emission accounting for
marketing or to consider Scope 3
emissions in new technology and
business model innovation across the
supply chain could have an adverse
effect on our business and reputation.
We are susceptible to reputational risk
associated with working on client briefs
perceived to be environmentally
detrimental and/or misrepresenting
environmental claims.
More frequent extreme weather and
climate-related natural disasters could
include storms, flooding, wildfires and
water and heat stress which can damage
our buildings, jeopardise the safety and
wellbeing of our people and significantly
disrupt our operations.
We could be subject to increased costs
to comply with potential future changes
in ESG laws and regulations. This includes
increasing carbon offset pricing to meet
our climate commitments.
Increased investment may also be required
to renovate and electrify buildings, embed
sustainability in AI development and
develop internal ESG reporting capacity
and capabilities.
In addition, carbon-emission accounting
methodologies continue to evolve.
This may result in the need for future
emissions restatements to reflect
measurement changes.
Furthermore, as societal consciousness
around climate change evolves, our sector
is seeing scrutiny of its role in driving
consumption. Our clients seek expert
partners who can give recommendations
that take into account their impact and
stakeholder concerns around climate
change.
Additionally, WPP serves some clients
whose business models are under
increased scrutiny, for example, energy
companies or associated industry groups.
This creates both a reputational and
related financial risk for WPP if we are
not rigorous in our content standards.
Our risk and resilience function provides global standards for
operational resilience: strategy, governance, policy, resources
and training assets to better plan for and respond to crisis events
of all types and at all degrees of scale. This includes extreme
weather events, for which the Employee Assistance Programme
is also activated where appropriate.
Our ESG compliance roadmap delivers against our regulatory
obligations, including for the EU Corporate Sustainability
Reporting Directive.
Our Transition Plan will provide the roadmap to achieving our
carbon-reduction commitments. As part of this plan and through
our work to decarbonise media and media supply chains, we are
exploring opportunities to improve accounting for emissions
from media.
To manage the cost and quality of carbon credits purchased
to offset residual emissions, WPP’s Sustainability Policy and
Environmental Policy include policy guidance around offsetting.
The Board Sustainability Committee gives increased focus on
sustainability and implementation of our plans and policies. ESG
reporting has been embedded in the Terms of Reference of the
Audit Committee, providing increased focus on the development
of our non-financial reporting capabilities.
Measuring and monitoring sustainability KPIs is critical to meet
our sustainability strategy and targets. We are embedding ESG
controls across our operations to enhance the accuracy of our
disclosures across material ESG topics.
The WPP Sustainability Academy offers core modules covering
Climate Essentials and Green Claims and is accessible to all
employees globally, and is complemented by tailored content
in key regions and functions.
We have developed internal tools to help our people identify
potentially environmentally harmful briefs. These tools embed
sustainability-related issues within existing content review
procedures across the organisation. The misrepresentation
of environmental issues is governed by our Code of Business
Conduct. Our Assignment Acceptance Policy and Framework
and Green Claims Guide provide further guidance about how
to conduct additional due diligence in relation to clients and
any work we are asked to undertake.
Further information on ESG governance and ESG reporting
is provided in the Sustainability section of this report
(pages 31-49)
PRINCIPAL RISKS AND UNCERTAINTIES WPP ANNUAL REPORT 2025 62
STRATEGIC REPORT
IN THIS SECTION
Chair’s governance statement 64
Compliance with the UK Corporate Governance Code 65
Our Board 66
Our Executive Committee 69
Division of responsibilities 71
How our Board engages with stakeholders 72
Board activities 76
Composition, succession and evaluation 77
Nomination and Governance Committee report 79
Audit Committee report 84
Sustainability Committee report 91
Compensation Committee report 93
Statement of Directors’ responsibilities 132
CORPORATE
GOVERNANCE
WPP ANNUAL REPORT 2025 63
CHAIR’S GOVERNANCE STATEMENT
During the year, we began consultation
with shareholders on a new compensation
policy, including the introduction of more
robust growth-related performance
measures designed to strengthen alignment
between pay, delivery and shareholder
value creation. This formed part of a wider
programme of engagement with our
shareholders and other stakeholders,
which I detail in my statement at the
beginning of this Annual Report.
I am pleased to report that this year’s
Board evaluation, conducted internally by
our Senior Independent Director, showed
the Board is working effectively, while
acknowledging the evaluation was
conducted during a year of transition.
More details on the evaluation, including
key areas of focus identified for 2026, can
be found in the Nomination and Governance
Committee report on page 79.
At WPP we have a robust and responsive
approach to governance that is designed
to serve the interests of our shareholders
and wider stakeholders. The following
pages provide further details of how
we implemented that approach in 2025.
We look forward to building on these
foundations as we continue to evolve our
governance practices in the year ahead.
Philip Jansen
Chair
19 March 2026
One of the principal outputs of this process
was the new strategy announced by the
management team in February. Monitoring
and supporting the progress of its execution
is our number one priority for the year ahead.
The Board is fully aligned with the strategy
and believes WPP has what it needs to
succeed in today’s business and marketing
environment. That said, market conditions
are fast-changing, geopolitical and
macroeconomic uncertainty is high, and any
turnaround comes with risk. We describe
our principal risks and uncertainties, and our
approach to managing them, from page 55
of this report.
Maintaining an appropriate balance of skills
and experience at executive and Board
level, and looking ahead to the next
generation of leaders, is a continuous
element of the Board’s oversight.
The Board has engaged regularly with senior
leaders and emerging talent, supporting the
Company’s objective of a high-performing
team today and a strong pipeline for the
future. Cindy has made a number of
leadership appointments and changes to
align with the new strategy, which the Board
has supported. While the Board itself has a
good mix of sector background, expertise
and length of tenure, we have continued to
review composition to ensure we have the
right make-up to support the new strategy.
The Board recognises the importance of
diversity to good governance and decision-
making, and WPP continues to exceed the
UK board diversity recommendations of
the FTSE Women Leaders Review and
the Parker Review. We are pleased that, as
at the date of this report, we have gender
parity on the Board, and that three of the
most senior roles – CEO, CFO and Senior
Independent Director – are held by women.
O
n behalf of the Board, I am pleased
to introduce the Corporate
Governance section of WPP’s
Annual Report for 2025. This section
outlines how the Board has applied the
principles of the UK Corporate Governance
Code, and describes our most important
activities during the year.
Planning for and delivering leadership
succession is a critical component of
effective governance and in 2025 the
Board oversaw the appointment of a
new Chief Executive Officer following
the announcement in June that Mark Read
would be retiring from the role. In July
we announced that Cindy Rose would
step down as a Non-Executive Director and
become CEO of the Company in September.
You can find more details of this process in
the Nomination and Governance Committee
report on page 79.
The Board’s job is to support the health
and resilience of the Company and to
ensure effective governance, controls
and accountability. In 2025 that meant
intensifying oversight and constructive
challenge, and making sure the organisation
was positioned for an effective reset.
With a new Chair and CEO in place, the
Board focused on how performance is
monitored across the business, how issues
are escalated, and how plans translate
into delivery.
We have given particular attention to
growth in and retention of key client
relationships, alongside new business
performance, and to ensuring clear
ownership of outcomes. We have also
continued to look closely at performance
management, career development and
capability-building.
At WPP we have a robust and responsive
approach to governance that is designed
to serve the interests of our shareholders
and wider stakeholders.”
PHILIP JANSEN
CHAIR, WPP
WPP ANNUAL REPORT 2025 64
CORPORATE GOVERNANCE
COMPLIANCE WITH THE UK
CORPORATE GOVERNANCE CODE
Following the publication of the UK
Corporate Governance Code 2024 (the
‘Code’), the Board and its committees have
considered the amendments which have
been made in order to determine any
actions needed to ensure our continued
compliance with the requirements of the
Code, in force as at 31 December 2025.
During the year ended 31 December 2025,
the Company was compliant with the
provisions of good governance contained
in the Code. The table below shows where
shareholders can find further information
on how the Company has applied the
principles of the Code.
The Company’s American Depositary Shares
are listed on the New York Stock Exchange
(NYSE). The Company is therefore subject
to the rules of the NYSE, as well as to US
securities laws and the rules of the Securities
and Exchange Commission (SEC) applicable
to foreign private issuers. As the Company
follows UK corporate governance
standards, differences from the NYSE
governance standards are summarised in
the Company’s Form 20-F filing. A copy of
the Code is available from the Financial
Reporting Council’s website at frc.org.uk
Please see page 87 for details of ongoing
preparatory work for the introduction of
Provision 29 of the Code
3. COMPOSITION, SUCCESSION AND EVALUATION
– The composition of the Board, along with members’ biographies
and tenure, is on pages 66-68
– The Nomination and Governance Committee report is on pages
79-83 and provides information on the Committee’s work this
year, including succession planning
– The outputs of the Board performance review are on page 81
4. AUDIT, RISK AND INTERNAL CONTROL
– Our Viability Statement and how we assess and manage our
risks are on pages 54-62
– The Audit Committee report on pages 84-90 provides details
of the Committee’s oversight of the financial reporting process,
the review of our risk management and internal control framework
and responsibilities relating to internal and external audit
5. REMUNERATION
– The Compensation Committee report on pages 93-131 sets
out responsibilities relating to the Compensation Policy and
determining executive and senior management arrangements
1. BOARD LEADERSHIP AND COMPANY PURPOSE
– The role of the Board is set out on page 71
– The Board’s approach to engagement and statement on Section
172 factors is on page 73
– How the Board and management have engaged with stakeholders
and the outcomes achieved are on pages 72-75
– An overview of the Company’s mission is set out on page 10
– How the Board promotes and assesses the embedding of desired
culture is set out from pages 18-19, 37-38 and 75
– Our strategy, overseen by the Board, is set out from page 10
– A summary of our Group policies and practices is on pages 40
and 51-52
2. DIVISION OF RESPONSIBILITIES
– Our Governance Model on page 71 sets out the division of
responsibilities between the Chair, CEO, Non-Executive Directors
and Company Secretary
– Details of each Board committee are provided in the respective
committee reports from pages 79-131
WPP ANNUAL REPORT 2025 65
CORPORATE GOVERNANCE
OUR BOARD
Appointed: 16 September 2024 (Chair from 1 January 2025)
Nationality: British
Skills and experience:
With his marketing background and experience leading technology and consumer
goods companies, Philip has deep insight into the marketing services industry.
Philip is Non-Executive Chairman of Heathrow Airport Holdings Limited and
Chairman of XPlor Technologies. He was previously CEO of BT Group from 2019
to 2024 and, before that, the CEO of Worldpay. Earlier roles include CEO and
subsequently Chairman of Brakes, as well as COO of Sodexo Group. Philip began
his career at Procter & Gamble, before holding Marketing and Commercial
Director roles at Dunlop Slazenger and later serving as COO of MyTravel. He was
a Non-Executive Director of Travis Perkins for four years and is a Senior Advisor
at Bain Capital.
External appointments:
Chairman, Heathrow Airport Holdings
Limited; Chairman, XPlor Technologies;
Trustee, Wellbeing of Women; Senior
Advisor, Bain Capital.
PHILIP JANSEN
CHAIR
Appointed: 1 April 2019 (Chief Executive Officer from 1 September 2025)
Nationality: British and American
Skills and experience:
Cindy has extensive experience as a leader in the technology, telecommunications,
media, entertainment and creative sectors, and she offers deep expertise in digital
transformation and global enterprise. Prior to becoming CEO of WPP, Cindy held
senior executive positions at Microsoft for nine years, most recently as Chief
Operating Officer, Global Enterprise. Cindy also served as President of Microsoft
Western Europe, and CEO of Microsoft UK. Earlier in her career, she held the roles
of Managing Director of the UK consumer division at Vodafone and Executive
Director of Digital Entertainment at Virgin Media. She spent 15 years at The Walt
Disney Company, culminating as Senior Vice President and Managing Director of
Disney Interactive Media Group, EMEA. Cindy also served as a Non-Executive
Director of the WPP Board from 2019 until her CEO appointment. Cindy is a
graduate of Columbia University and New York Law School.
External appointments:
Advisory Board Member, Imperial
College Business School in London
and McLaren.
CINDY ROSE OBE
CHIEF EXECUTIVE OFFICER
External appointments:
Non-Executive Director, Informa plc.
Appointed: 19 April 2023 (Chief Financial Officer from 27 April 2023)
Nationality: Irish
Skills and experience:
Joanne has extensive experience both in the UK and internationally in a variety
of financial and commercial roles. She joined WPP from Britvic, where she was
Chief Financial Officer and Chair of the ESG Committee. Prior to this Joanne had
a successful career at Tesco where, at the time of leaving, she held the position
of Chief Financial Officer of dunnhumby, a global leader in customer data science.
Joanne began her career at KPMG, where she qualified as a chartered accountant.
JOANNE WILSON
CHIEF FINANCIAL OFFICER
COMMITTEE
MEMBERSHIP KEY
Audit
Compensation
Nomination and Governance
Sustainability
Committee Chair
WPP ANNUAL REPORT 2025 66
CORPORATE GOVERNANCE
INDEPENDENT NONEXECUTIVE DIRECTORS
ANGELA AHRENDTS DBE
SENIOR INDEPENDENT DIRECTOR,
NONEXECUTIVE DIRECTOR
Appointed: 1 July 2020
Nationality: American and British citizenship
Skills and experience:
Angela brings expertise as a leader of creative and technology-driven global
businesses. From 2014 until 2019, she was Senior Vice President, Retail, at Apple
Inc., where she integrated and redesigned the physical and digital global
consumer experience. Angela was CEO of Burberry from 2006 to 2014, where
she repositioned the brand as a luxury high-growth company and created the
Burberry Foundation. Prior to Burberry, Angela was Executive Vice President at
Liz Claiborne, Inc. and President of Donna Karan International, Inc. Angela was a
member of the UK Prime Minister’s Business Advisory Council from 2010 to 2015.
External appointments:
Lead Independent Director, Ralph
Lauren Corporation; Non-Executive
Director, Airbnb, Inc.; Chair of Save the
Children International; Non-Executive
Director, charity: water; Member of
CEO Circle, Imagine; Director, The
HOW Institute for Society; Member of
the Global Leadership Council of the
Oxford University Saïd Business School
and BritishAmerican Business
International Advisory Board; Senior
Operating Advisor, SKKY Partners.
SIMON DINGEMANS
NONEXECUTIVE DIRECTOR
Appointed: 31 January 2022
Nationality: British
Skills and experience:
Simon has extensive business, capital markets, technology, corporate finance
and governance experience. He is Chairman of Genomics Limited and is also a
Non-Executive Director of Vodafone Group plc and Avantor, Inc. He was previously
CFO of GlaxoSmithKline plc from 2011 to 2019. Prior to GSK, Simon worked in
investment banking for 25 years, firstly at SG Warburg and then Goldman Sachs,
where he was Managing Director and Partner. Simon also previously served as
Chairman of Calastone limited as well as the Financial Reporting Council.
External appointments:
Chairman, Genomics Limited;
Non-Executive Director, Vodafone
Group Plc; Non-Executive Director,
Avantor, Inc.; Trustee, The King’s Trust.
SANDRINE DUFOUR
NONEXECUTIVE DIRECTOR
Appointed: 3 February 2020
Nationality: French
Skills and experience:
Sandrine brings substantial financial expertise gained in global companies and
strong strategic capability to the Board. She is currently CFO of UCB, a global
pharmaceutical company. Previously Sandrine was CFO of Proximus. She held
a number of leadership roles at Vivendi in France and the US across its
entertainment and telecommunications business, and has an enthusiasm for
cultural, technological and business transformation. Sandrine began her career
as a financial analyst at BNP and then Credit Agricole in the telecoms sector.
She has held other non-executive director roles, most recently at Solocal Group.
External appointments:
Chief Financial Officer, UCB.
External appointments:
Chair, The King’s Trust; Chair, LINK;
Chair, Iternal Limited; Founder and
Chair, African Gifted Foundation;
Non-Executive Director, Civic Net
Zero Limited.
TOM ILUBE CBE
NONEXECUTIVE DIRECTOR
Appointed: 5 October 2020
Nationality: British
Skills and experience:
Tom brings a wealth of expertise as a technology entrepreneur and has extensive
experience of the UK technology sector. Tom is Chair of The King’s Trust and
Chair of LINK. He was Chair of the RFU from 2021 to 2024. Prior to that, he was on
the Board of the BBC from 2017 to 2021. Tom is an Honorary Fellow of both Jesus
College and St Anne’s College, Oxford and has several honorary doctorates. In
2017 Tom topped the Powerlist ranking of the most influential people of African
or African Caribbean heritage in the UK.
External appointments:
Non-Executive Director, J Sainsbury plc
and i-Genie; Trustee Director, Business
in the Community; Board Trustee,
Grange Park Opera; President, Royal
Horticultural Society; Board Trustee,
Leverhulme Trust; Senior Advisor,
Alix Partners; Advisory Board
Member McLaren.
KEITH WEED CBE
NONEXECUTIVE DIRECTOR
Appointed: 1 November 2019
Nationality: British
Skills and experience:
Keith has a wealth of experience as a marketing and digital leader, and a deep
understanding of the ways in which technology is transforming businesses.
Keith was previously Chief Marketing and Communications Officer at Unilever,
a role that included creating and leading Unilever’s sustainability programme.
Keith was named the World’s Most Influential Chief Marketing Officer by Forbes in
2017, 2018 and 2019, and Global Marketer of the Year 2017 by the World Federation
of Advertisers. He received The Drum’s Lifetime Achievement Award in 2018 and
was inducted into the Marketing Hall of Fame in 2019. Keith is a Non-Executive
Director of J Sainsbury plc.
OUR BOARD WPP ANNUAL REPORT 2025 67
CORPORATE GOVERNANCE
External appointments:
Non-Executive Director, Compagnie
Financière Richemont SA; Visiting
Fellow, Oxford University; Vice-
President of the International Advisory
Council, Institute of Business Ethics.
JASMINE WHITBREAD
NONEXECUTIVE DIRECTOR
Appointed: 1 September 2019
Nationality: British and Swiss
Skills and experience:
Jasmine’s experience spans marketing, technology, finance, telecommunications,
and not-for-profit organisations. Alongside this breadth of perspective she brings
knowledge of many of WPP’s client sectors to the Board. Jasmine began her
career in marketing in the technology sector, including with Thomson Financial
in the US. After completing the Stanford Executive Program, Jasmine went on
to hold leadership roles with Oxfam and Save the Children, including as the first
Chief Executive of Save the Children International from 2010 to 2015. She was
CEO of London First from 2016 to 2021, and was previously Chair of the Board
of Travis Perkins plc and a Non-Executive Director of BT Group plc and Standard
Chartered plc.
External appointments:
Non-Executive Director, AsiaInfo
Technologies Limited, ChinaSoft
International Limited and Horizon
Robotics; Chair Professor, AI Science
and Professor, Institute for AI Industry
Research, Tsinghua University; Board
Member, Philanthropy Asia Alliance.
DR. YAQIN ZHANG
NONEXECUTIVE DIRECTOR
Appointed: 1 January 2021
Nationality: American
Skills and experience:
Ya-Qin is a world-renowned technologist, scientist and entrepreneur with
a particular understanding of the changing consumer technology landscape in
China. He was President of Baidu Inc., the global internet services and AI company,
between 2014 and 2019. Prior to joining Baidu, he held several positions during
his 16-year tenure at Microsoft, both in the United States and China, including
Corporate Vice President and Chairman of Microsoft China. Ya-Qin is currently
a Non-Executive Director of AsiaInfo Technologies Limited, ChinaSoft International
Limited. He is also Chair Professor of AI Science at Tsinghua University.
INDEPENDENT NONEXECUTIVE DIRECTORS
External appointments:
None.
BALBIR KELLYBISLA
COMPANY SECRETARY
Appointed: 27 April 2020
Nationality: British
Skills and experience:
Balbir has significant governance experience across various roles in listed
companies. Balbir was Group Company Secretary at William Hill from 2020
to 2021. Prior to joining William Hill, Balbir was Director of Investor Relations at
GlaxoSmithKline plc (GSK), leading on engagement with ESG-focused investors,
and before that held company secretarial roles at GSK, Lastminute.com,
Royal & Sun Alliance and Segro plc.
NONEXECUTIVE DIRECTOR TENURE AS AT 31 DECEMBER 2025
03 YEARS
1
Philip Jansen
36 YEARS
5
Angela Ahrendts
Simon Dingemans
Sandrine Dufour
Tom Ilube
Dr. Ya-Qin Zhang
69 YEARS
2
Keith Weed
Jasmine Whitbread
Other Board members during
the year:
– Mark Read stepped
down from the Board
on 1 September 2025
– Andrew Scott stepped
down from the Board
on 31 December 2025
OUR BOARD WPP ANNUAL REPORT 2025 68
CORPORATE GOVERNANCE
OUR EXECUTIVE COMMITTEE
DEVIKA BULCHANDANI
CHIEF OPERATING OFFICER, WPP
Devika is WPP’s Chief Operating
Officer, having previously served as
CEO of Ogilvy since 2022. She joined
the agency in 2021 after spending 26
years at McCann. Under her leadership,
Ogilvy was named the most creative
and effective global agency network
in both 2023 and 2024 by WARC.
The Executive Committee
of WPP is responsible for
leading the Company and
executing its strategy.
Its members lead WPP’s
largest agency networks
and central corporate
functions.
MARIECLAIRE BARKER
CHIEF PEOPLE OFFICER, WPP
Marie-Claire was appointed Chief
People Officer of WPP in 2025, having
previously been Global Chief People
Officer at GroupM. Prior to this she
held the roles of Global Chief Talent
Officer at Edelman, MEC Global
(now Wavemaker) and Ogilvy.
Marie-Claire first joined WPP in 2002
as VP of HR at OgilvyOne Worldwide.
MICHAEL FROHLICH
CHIEF MARKETING & CORPORATE
AFFAIRS OFFICER, WPP
Michael was appointed to his WPP
role in 2025. He joined from The Weber
Shandwick Collective, where he was
Global Client Transformation Officer
and EMEA CEO. He previously spent
over 10 years at Ogilvy, most recently
as UK Group CEO, and was a WPP
Global Client Lead for IAG and
British Airways.
Executive Committee
members who sit on the Board:
–Cindy Rose,
Chief Executive Officer
– Joanne Wilson,
Chief Financial Officer
JANE GERAGHTY
GLOBAL CEO, WPP BRAND & DESIGN
& GLOBAL CEO, LANDOR
Jane became Global CEO of WPP
Brand & Design and CEO of Landor
at the beginning of 2026. She was
previously WPP’s Chief Client Officer,
and prior to that, Landor’s Global CEO
for six years. Jane has held senior
positions at Naked Communications,
ITV, Ogilvy New York, McCann-Erickson
and Saatchi & Saatchi.
JEFF GEHEB
CHIEF EXECUTIVE OFFICER, WPP
ENTERPRISE SOLUTIONS
Jeff is CEO of WPP Enterprise Solutions,
which was created in 2026. He was
formerly CEO of Enterprise Solutions
at VML, where he also held Global
Chief Experience Officer and Chief
Technology Officer roles. Previously
Jeff was VP & Chief Technology Officer
at Saepio Technologies.
JON COOK
GLOBAL CHIEF EXECUTIVE OFFICER,
WPP CREATIVE & CHIEF EXECUTIVE
OFFICER, VML
Jon is Global Chief Executive Officer,
WPP Creative & Chief Executive Officer,
VML, which includes agencies VML,
Ogilvy, Burson, AKQA, Landor, and
Design Bridge and Partners. Jon also
serves as Global CEO of VML, which he
joined in 1996. Under Jon’s leadership,
VML has been recognised for its
creative excellence and as leader
in customer experience, commerce
and technology solutions.
COREY DUBROWA
CHIEF EXECUTIVE OFFICER, BURSON
Corey was appointed CEO of Burson
in 2024, following the merger of
BCW and Hill & Knowlton. He joined
Burson as CEO in 2023 from Google
where he was Vice President, Global
Communications and Public Affairs.
Corey has previously held senior
communications roles at Salesforce,
Starbucks, WE, Ketchum and Nike.
RICHARD GLASSON
CHIEF EXECUTIVE OFFICER, WPP
PRODUCTION
Richard became the CEO of WPP
Production at the time of its launch in
January 2026. Prior to this he had held
the same role at Hogarth since 2016.
Before joining Hogarth, Richard was
the CEO of Gyro, the B2B marketing
specialist.
LAURENT EZEKIEL
CHIEF EXECUTIVE OFFICER, OGILVY &
EXECUTIVE SPONSOR, WPP OPEN X
Laurent became Global CEO of Ogilvy
Group in 2025, having previously served
as WPP’s Chief Marketing and Growth
Officer and CEO of WPP Open X, the
bespoke global agency model for
The Coca-Cola Company. He continues
to be Executive Sponsor of WPP Open
X alongside his current role. He joined
from Publicis where he was President
of Digitas North America and
International, and Global Client Leader
for GSK.
WPP ANNUAL REPORT 2025 69
CORPORATE GOVERNANCE
Other Executive Committee
members during the year:
– AnnaMaria DeSalva, former
Chair of Burson, stepped
down on 30 June 2025
–Mel Edwards, former
President, VML, stepped
down during the year
following her
announcement to retire
in spring 2026
– Michael Houston, former
WPP country president for
the US, stepped down from
the Committee in 2025
– Lindsay Pattison, former
Chief People Officer,
stepped down in May 2025
DIANE HOLLAND
DEPUTY CFO, WPP
Appointed as WPP’s Deputy CFO in
March 2025, Diane brings extensive
strategic, financial and operational
leadership. She was previously the
Global COO of VML, instrumental in
the VMLY&R and Wunderman Thompson
merger in 2023. Her 20-year career at
WPP includes serving as Global CFO
of Wunderman Thompson, POSSIBLE
and Schematic.
STEPHAN PRETORIUS
CHIEF TECHNOLOGY OFFICER, WPP
Stephan was appointed as WPP’s
CTO in 2018. He leads WPP’s AI
strategy, the WPP Open platform,
innovation agenda and technology
partnerships. He was previously UK
Group CEO and Global CTO of
Wunderman from 2016, and founded
Acceleration in 1999, an early martech
and adtech systems integrator, that
was sold to WPP in 2012.
ROB REILLY
CHIEF CREATIVE OFFICER, WPP
Rob joined WPP in 2021, after decades
of leading the world's top creative
agencies. In his time at WPP, the
Company has emerged as a creativity
and tech force and has been named
Cannes Lions Creative Company of
the Year four times. He also currently
serves on the advisory board of Open
Evidence, the leading AI-powered
medical information platform.
DOMINIC SHINE
CHIEF INFORMATION OFFICER, WPP
Dominic joined WPP as Chief
Information Officer in July 2024.
He leads global enterprise technology
strategy and transformation across the
Group, enabling growth, efficiency and
innovation. With previous CIO and CTO
roles at Dentsu, News Corp and Reed
Elsevier, he brings deep experience
in digital transformation, cloud
modernisation and platform integration.
JOHNNY HORNBY
FOUNDER AND CEO, T&P & CEO, WPP
SPECIALIST COMMUNICATIONS
Johnny is the Founder and CEO of
T&P, originally established in 2001
as Clemmow Hornby Inge. He was
appointed CEO of Specialist
Communications for WPP in 2025.
BRIAN LESSER
CHIEF EXECUTIVE OFFICER,
WPP MEDIA
Brian was appointed CEO of GroupM in
2024. He was previously Chairman and
CEO of InfoSum, founding CEO of Xandr
(then part of AT&T), CEO of GroupM
North America, and founding CEO of
GroupM’s Xaxis. Brian was also VP of
Product Management at 24/7 Media,
which was acquired by WPP in 2007.
BAIJU SHAH
GLOBAL CHIEF EXECUTIVE OFFICER,
AKQA
Baiju was appointed Global CEO
of AKQA in 2025. He joined from
Accenture Song, which he co-founded
and where he most recently served as
Global Chief Strategy Officer. Baiju is
also Professor of Strategy and Growth
Innovation at Northwestern University.
ANDREA HARRIS
GROUP CHIEF COUNSEL, WPP
Andrea was appointed as Group
Chief Counsel in 2005 having joined
WPP in 1996. Andrea is Chair of the
WPP Risk Committee.
OUR EXECUTIVE COMMITTEE WPP ANNUAL REPORT 2025 70
CORPORATE GOVERNANCE
DIVISION OF RESPONSIBILITIES
BOARD GOVERNANCE
THE BOARD
– Responsible for the overall long-term success of WPP and for setting the Company’s mission and culture and strategic direction
– Oversees the implementation of appropriate risk assessment processes to identify and mitigate WPP’s principal risks and consider emerging risks
– Responsible for corporate governance
– Oversees the execution of the strategy and responsible for the overall financial performance of the Company
The Matters Reserved for the Board are available on our website, wpp.com
CHAIR
– Responsible for Board governance
principles, including setting the Board
agenda and ensuring the Board receives
timely and accurate information
– Ensures all Directors are enabled to
play their full part in Board activities
– Represents the Board in discussions
with shareholders and other stakeholders
CHIEF EXECUTIVE OFFICER
– Responsible for the day-to-day leadership
of the Company, representing the Company
to clients, employees, partners, suppliers,
governments and other stakeholders
– Develops the strategic direction for
consideration by the Board
– Sets the tone at the top with regard
to culture and values
– Ensures there are effective processes for
engaging with and listening to employees
and other stakeholders
SENIOR INDEPENDENT DIRECTOR
– Provides a sounding board for the
Chair and acts as an intermediary for
the other Directors
– Meets with the Non-Executive Directors
(without the Chair present) when
necessary and at least once a year to
appraise the Chair’s performance and
communicates the results to the Chair
COMPANY SECRETARY
– Ensures the Board operates in accordance
with the corporate governance framework
and that there are good information flows
between the Board and committees
– Advises the Board on matters of
corporate governance
– Supports the Board’s development
through organising training and induction
programmes
– Supports the Board and committee chairs
with annual agenda planning
NONEXECUTIVE DIRECTORS
– Bring an external perspective to support and
challenge the performance of management
– Assist in developing the Company’s strategy
and offer specialist advice to management
based on their particular skills and experience
The responsibilities of our Board committees are set out within individual committee reports on pages 79-131
The WPP Board is committed to ensuring there is a strong
and effective system of corporate governance in place to
support the successful execution of the Company’s strategy.
WPP ANNUAL REPORT 2025 71
CORPORATE GOVERNANCE
HOW OUR BOARD ENGAGES
WITH STAKEHOLDERS
Our stakeholders are central to our strategy and
critical to the long-term success of our business.
PRINCIPAL DECISIONS
The Board oversees our approach to
stakeholder engagement as we seek
feedback and make decisions for the
long-term benefit of WPP. For each matter
that comes before the Board for decision,
the Board considers the likely consequences
of any decision in the long term, identifies
stakeholders who may be affected, and
carefully considers their interests and
anypotential impact as part of the
decision-makingprocess.
THE COMPANY’S STAKEHOLDERGROUPS:
SHAREHOLDERS
GOVERNMENTS ANDREGULATORS
CLIENTS, PARTNERS ANDSUPPLIERS
PEOPLE
KEY DECISION
€1 BILLION BOND ISSUANCE
KEY DECISION
ELEVATE28 STRATEGY
BACKGROUND
The Board regularly reviews the Company’s
debt profile, liquidity and opportunities to
strengthen the balance sheet. In December
2025, we successfully issued a €1 billion bond,
rated ‘BBB’ by S&P and ‘Baa2’ by Moody’s,
consistent with an investment-grade rating.
BACKGROUND
In July we announced that Cindy Rose would
step down as a Non-Executive Director and
become CEO of the Company in September.
Along with our Interim Results in August, the
Company also announced that a review of the
strategy would be undertaken, which would
be led by Cindy.
DECISION
This decision garnered significant interest
and demand, evidenced across a series of well
attended investor meetings. The transaction
proceeded to generate a total order book
exceeding €2.9 billion from a diverse array
of institutional investors. This robust
oversubscription of 2.9 times underscores
investor confidence in WPP’s credit profile
and leading market position.
DECISION
On taking the role, Cindy had a clear thesis
about what we need to do differently. In her
first six months as CEO, that thesis was tested
through detailed analysis and, more importantly,
direct conversations with shareholders, clients
and feedback from our people. The Board
received varied and comprehensive insights
throughout the strategy review process.
Insights were robustly and representatively
informed by stakeholder views in addition
to competitor analysis.
Feedback from clients was clear and
consistent: they value our talent, capabilities
and scale, but want WPP to be easier to
navigate, genuinely integrated and able to
move at the pace modern marketing demands.
The Board considered this feedback, alongside
wider stakeholder input, in determining the
outcome of the strategic review.
STAKEHOLDERS CONSIDERED
STAKEHOLDERS CONSIDERED
OUTCOME
The Company intends to use the net proceeds
from the offering to fund general corporate
purposes, including the refinancing of existing
indebtedness as WPP continues its prudent
capital allocation and financing strategy. The
issuance also pre finances the 2026 maturity,
strengthening liquidity and reducing near
term refinancing risk.
OUTCOME
In February 2026 we announced Elevate28,
our multi-year plan to simplify WPP, restore
growth, and create a company that is fit for
the future and built to win. Monitoring and
supporting the progress of execution for
Elevate28 is our number one priority for the
year ahead. See page 10 for further details.
WPP ANNUAL REPORT 2025 72
CORPORATE GOVERNANCE
OUR APPROACH TO ENGAGEMENT
Our stakeholder engagement processes
enable our Board to understand what
matters to stakeholders most, consider
all relevant factors and select the course
of action that best delivers long-term value
for our stakeholders and protects their
interests, reflecting what are referred
to as Section 172 factors.
As a Jersey incorporated company, WPP
is not subject to UK legislation. However,
as a matter of good governance and in
order to comply with the provisions of the
2024 UK Corporate Governance Code (the
'Code’), the Board considers the matters
described in Section 172 of the Companies
Act 2006 in its decision-making. Section 172
factors are not only considered at Board
level – they are part of our culture and help
drive our business. Illustrations of this can
be found throughout the Strategic Report.
Please see page 87 for details of ongoing
preparatory work for the introduction of
Provision 29 of the Code
ENGAGEMENT IN ACTION DURING 2025
The table below illustrates our direct and indirect Board engagement with various stakeholders, in addition to details on how the
Company has engaged with each of these stakeholder groups on an operational level and the outcomes achieved.
DIRECT BOARD ENGAGEMENT INDIRECT BOARD ENGAGEMENT OUTCOME OF ENGAGEMENT
SHAREHOLDERS
Our shareholders provide
capital to invest in the
business and support the
valuation and liquidity of
WPP shares.
Shareholders benefit from
the Board acting in the best
interests of the Company and
investing for long-term value
generation.
The Chief Executive Officer and
the Chief Financial Officer hosted
quarterly results presentations
and took questions from investors
and analysts.
The Chair and Executive Directors
met regularly with institutional
investors to discuss the business
and to respond to any concerns.
2025 SPECIFIC
The Chair met with a number of
prospective investors as well as
existing holders, covering a range
of topics, including: the Company’s
strategic review, the new CEO
and capital allocation policy.
The Chair of the Compensation
Committee met with some of our
largest shareholders to consult on
compensation ahead of formulating
our Directors’ Compensation Policy
proposals in the new year.
The new CEO, met several of our
largest shareholders as part of her
feedback gathering process.
The 2025 AGM was live-streamed
via a webcast hosted by the Chair.
Shareholders were able to watch the
presentations and ask questions in
advance and during the meeting.
Feedback to the Board on investor
views, particularly from the
Chair of the Board, Chair of the
Compensation Committee,
Chief Executive Officer and Chief
Financial Officer.
Monthly reports to the Board
detailing investor relations activities,
key themes of interest from investors
and share register composition
and movements.
Analyst and broker briefings and
reports of meetings with major
shareholders.
2025 SPECIFIC
The Board received communications
from major shareholders, including
in respect of voting practices.
As a result of our active engagement
during the development of our
Directors’ Compensation Policy
proposals, the feedback received
helped inform both the
Compensation Committee’s final
Compensation Policy proposals
and the evolution of the metrics
used in the performance-related
elements of compensation to ensure
both are aligned with our Elevate28
strategy and shareholder interests.
Shareholders are being asked to
approve an updated Policy at our
2026 AGM. For more detail see
page 93.
We updated the sustainability KPIs
linked to our revolving credit facility
during the year, following the
Board’s previous agreement to
sustainability-linked KPIs in
December 2024.
HOW OUR BOARD ENGAGES WITH STAKEHOLDERS WPP ANNUAL REPORT 2025 73
CORPORATE GOVERNANCE
DIRECT BOARD ENGAGEMENT INDIRECT BOARD ENGAGEMENT OUTCOME OF ENGAGEMENT
GOVERNMENTS
ANDREGULATORS
Governments receive the tax
contributions we make to
public finances, enabling them
to invest in public services.
Governments and regulators
determine the policy
frameworks that affect us
and our stakeholders.
The Chief Executive Officer met
with government representatives
and regulators around the world.
2025 SPECIFIC
The Chief Executive Officer met
with representatives of the UK
government and parliament during
the first half of the year, to discuss
the UK’s 2035 Modern Industrial
Strategy, offering views on the
role of advertising firms within
the creative industries.
Reports to the Board and its
committees on regulatory changes
from the Group Chief Counsel,
Group Company Secretary, and
external auditor.
Received reports from the Chief
Privacy Officer, Chief Information
Security Officer and Global Data
Protection Officer on the changing
regulatory landscape with regards
to data protection, security and
privacy as well as data ethics,
cyber security and AI.
2025 SPECIFIC
The Audit and Sustainability
committees received reports
on the likely impact of new ESG
regulations including CSRD and
will continue to monitor progress
towards compliance.
We continued to strengthen
our understanding of emerging
regulatory expectations and
ensure our business and clients are
prepared, particularly in areas such
as AI, data governance and
sustainability.
CLIENTS, PARTNERS
ANDSUPPLIERS
Our clients come from
businesses across every
sector. The work we do for
clients provides our revenue
and helps them to grow their
businesses, build relationships
with their customers and
ready themselves for future
success.
Our suppliers range from small
businesses to the world’s
largest technology partners.
They provide us with the
products and services we
need to meet our clients’
needs.
Engaged with clients on issues
including strategy, changes
taking place in our market and
understanding the changes taking
place in our clients’ and suppliers’
markets.
2025 SPECIFIC
Board engagement with key
partners and clients, including site
meetings in various locations.
Held the Board’s Regional Review
in Palo Alto, US, providing the
opportunity for interactions with
industry leaders and key clients
and presentations from the local
management team.
See page 76 for further details
Following the 2025 AGM, the Board
met with suppliers and external
advisors, providing a valuable
opportunity to engage with these
stakeholder groups and listen
to feedback.
Received updates on WPP’s client
satisfaction scores, as well as
deep-dive updates from Global
Client Leaders on key clients.
WPP’s Modern Slavery Act
Statement, available on our website,
is reviewed by the Sustainability
Committee each year and
recommended to the Board
for approval.
2025 SPECIFIC
The Sustainability Committee
received updates on responsible
procurement, carbon-strategic
supplier engagement,
decarbonisation and climate-
related risk.
Renewed investment in WPP Open,
our agentic marketing platform,
and increasing engagement and
deployment through clients (see
page 22) both as WPP Open and
through the launches in October
2025 of WPP Open Pro and in
January 2026 of Agent Hub.
Half of our carbon-strategic
suppliers have set science-based
carbon reduction targets.
In May we relaunched GroupM
as WPP Media to offer simpler,
more connected media services
to our clients.
In October we announced
a five-year expansion of our
partnership with Google. Together,
we will develop new production
workflows and features exclusive
to WPP, helping our clients create
customised, effective experiences
for their customers ahead of the
competition.
HOW OUR BOARD ENGAGES WITH STAKEHOLDERS WPP ANNUAL REPORT 2025 74
CORPORATE GOVERNANCE
DIRECT BOARD ENGAGEMENT INDIRECT BOARD ENGAGEMENT OUTCOME OF ENGAGEMENT
PEOPLE
Our success depends on the
talent, skills and expertise of
our people, including strong
creative, technology and data
capabilities. And we want our
employees to embrace our
mission and culture. In return,
our people receive salaries,
pension contributions,
employee benefits, career
development and training.
Jasmine Whitbread, our Workforce
Engagement Non-Executive
Director, attended meetings of
the Workforce Advisory Panel (WAP)
and updated the Board on matters
discussed.
2025 SPECIFIC
The Sustainability Committee
received an update on activities
across 45 locations as employees
participated in activities aimed
at reducing waste and making
a positive contribution to local
communities.
Communication channels with our
people were improved, including
the Download – monthly video
updates from CEO Cindy Rose –
alongside regular global Townhalls.
The Board engaged with senior
managers during the course
of the year.
Reports at each Audit Committee
meeting were received on issues
raised via Right to Speak channels.
We continue to invest in
programmes to promote inclusion
and a culture of belonging.
2025 SPECIFIC
Formal reports to the Board from
the Chief Executive Officer and
Chief People Officer included:
– Updates on refreshed mandatory
ethics training
– Updates on talent, career
development and succession
planning
– In-depth reviews of the people
strategy, people risk and
workforce engagement
– Progress on inclusion initiatives
– Results of various employee
engagement and culture
monitoring surveys undertaken
through the year and actions
taken to address employee
feedback
To align management with
employees and shareholders,
performance reviews and
performance-related incentive
outcomes for our leaders (including
the Executive Directors) continued
to be linked to progress on people
initiatives in 2025.
In 2025 we opened two new
campuses – São Paulo Brazil and
Sydney Australia – bringing
together thousands of people
from across WPP agencies into
single, state-of-the-art workspaces.
We now have 49 campuses globally.
We supported colleagues across
the world affected by war and
natural disasters.
CONSIDERING THE LONG TERM
We are committed to responsible and
sustainable business practices. We use our
creativity combined with our global scale
to meet sustainability obligations within our
own business, our clients’ businesses and
across our industry.
CONSIDERING THE ENVIRONMENT
Several of our Sustainability Committee
members are active members of Chapter
Zero, an online community that aims to
empower non-executive directors to lead
crucial UK boardroom discussions on the
impacts of climate change. WPP’s
Sustainability and Environment policies
and TCFD Statement (pages 43-48) are
reviewed by the Sustainability Committee
each year and recommended to the Board
for approval.
HOW OUR BOARD ENGAGES WITH STAKEHOLDERS WPP ANNUAL REPORT 2025 75
CORPORATE GOVERNANCE
BOARD ACTIVITIES
REGIONAL REVIEW IN PALO ALTO
Early in 2025 the Board, in conjunction with key members of the executive team, held
a strategy event in Palo Alto, California. The event provided invaluable opportunity for
the Board to assess in particular, our technology and AI strategy, as well as our critical
strategic partnerships. Throughout this review, the Board and senior management
engaged directly with key partners, clients and other vital stakeholders based on the
West Coast. These interactions offered first-hand insights into emerging capabilities,
market demands and the transformative power of AI in creative industries. The insights
gained from these discussions were instrumental in refining our strategic roadmap,
ahead of announcing Elevate28 in February 2026.
– Approved Annual Report
and Accounts, Form 20-F
– Approved Preliminary Results
– Regional Review in
Palo Alto, US
See more below
– Approved UK Gender Pay
Gap Report
– WPP was named Creative
Company of the Year
– WPP acquired InfoSum in
a major investment in its
AI-driven data offer
– Approved Q1 Trading Update
– WPP Media launched as fully
integrated AI-powered media
company
– Appointed Cindy Rose as
Chief Executive Officer
See more on page 80
– Approved Interim Results
– Announced a series of
strategic global leadership
appointments
See more on page 18
– WPP successfully issued
a €1 billion bond
See more on page 72
– Approved Q3 Trading
Update
– WPP unveiled WPP Open Pro
See more on page 22
– WPP announced official
opening of its third
London campus
2025 TIMELINE OF KEY EVENTS AND ACTIVITIES
Q1 Q2 Q3 Q4
A summary of key events and
activities throughout the Board’s
2025 calendar is set out below.
In addition to overseeing the Company's
financial performance and execution
of the strategy, the Board is collectively
responsible for setting WPP's mission
and culture. The Board recognises the
importance of considering the perspectives
of, and the potential impact on, the
Company’s key stakeholders in its
discussions. Its responsibilities are
discharged through an annual programme
of meetings, each of which follows
a tailored agenda. A typical Board meeting
will comprise updates from the chairs
of our Board committees, in addition
to reports on operational and financial
performance, progress on strategy and
operational execution of it, people updates
and a deep-dive into a particular agency
or key matter of interest. The annual
programme maintains an element of
flexibility to allow emerging and evolving
items to be scheduled as necessary.
ANNUAL REPORT
& ACCOUNTS 2024
1_IFC_Contents_At_A_Glance_v181.indd 1 27/03/2025 11:06
WPP ANNUAL REPORT 2025 76
CORPORATE GOVERNANCE
Global media
and advertising
Audit and risk
management
Strategy,
and M&A
FMCG Technology ESGCorporate
governance
Finance
8
7
4
6
5
9
10
7
Latin AmericaAsia Pacific North AmericaInternationalAfrica and
Middle East
Europe
7
7
9
10
4
9
COMPOSITION, SUCCESSION
AND EVALUATION
Board Audit Committee
Compensation
Committee
Nomination and
Governance
Committee
Sustainability
Committee
Total number of scheduled meetings 67544
Members Attended Attended Attended Attended Attended
Philip Jansen 654
Cindy Rose – appointed CEO 1 September 2025
1
6 5(5) 3(3)
Joanne Wilson 6
Angela Ahrendts 6 4 4
Simon Dingemans 6 7
Sandrine Dufour 675
Tom Ilube 6753
Keith Weed
2
61(1)4
Jasmine Whitbread 6 5 4
Dr. Ya-Qin Zhang 5 3
Former Directors who served for part of the year
Mark Read – stepped down from the Board on 1 September 2025 5(5)
Andrew Scott – stepped down from the Board on 31 December 2025 6
Number of ad hoc meetings 10 2 10 6 1
The numbers in brackets denote the number of meetings the Directors were eligible to attend
1
Cindy Rose previously served as a Non-Executive Director on the WPP Board and served on the Audit and Nomination Committees until her appointment as CEO on 1 September 2025.
She did not attend Nomination and Governance Committee meetings focused on CEO succession once she had been identified as a potential candidate
2
Keith Weed joined the Nomination and Governance Committee on 15 October 2025
BOARD COMPOSITION
As at the date of this report, our Board
comprised seven independent Non-
Executive Directors, the Chair and two
Executive Directors. The aim is to ensure
that the compositional balance reflects
the needs of the Company, with a Board
that is culturally diverse and is able to
consider matters from a broad perspective,
understanding the views of all our
stakeholders. Each individual Board
member brings a wide range of skills
and experience from different business
backgrounds to Board deliberations.
Further details, including the external
appointments held by Board members
and their committee membership,
can be found on pages 66-68
Further detail on the responsibilities
of the Chair and members of the Board
can be found on page 71
The chart opposite details those skills
and experience of our Board which are
identified as being particularly important
to the execution and delivery of the
Company’s evolving corporate strategy.
SKILLS
BOARD KNOWLEDGE AREAS
BOARD GEOGRAPHICAL EXPERIENCE
BOARD ATTENDANCE TABLE: 2025
WPP ANNUAL REPORT 2025 77
CORPORATE GOVERNANCE
DIVERSITY
The Board Diversity Policy reinforces the
Board’s ongoing commitment to diversity
and aligns with the board diversity
principles of the UK Listing Rules and FTSE
Women Leaders and Parker reviews on
gender and ethnic diversity. For further
information on the Board Diversity Policy,
in addition to a breakdown of the Board
and Executive Committee by gender and
ethnicity, see page 83.
The Board also has a diverse range of
experience by way of expertise, business
sector background and length of tenure
on the Board. Our Non-Executive Directors
demonstrate expertise from a range of
industries including tech, marketing,
financial services, FMCG and pharma,
representative of our customer base.
The chart on page 77 illustrates the
range of skills across the Board.
REELECTION OF DIRECTORS
The Chair, Senior Independent Director
and Non-Executive Directors are appointed
for a three-year term, subject to annual
re-election by the shareholders at the AGM.
As the Non-Executive Directors do not have
service contracts, their unexpired terms
respectively are from the date of this report
until the 2026 AGM. Although there may
be specific exceptions to ensure Board
continuity, Non-Executive Directors shall
not otherwise stand for re-election after
they have served for the period of their
independence, as determined by applicable
UK and United States standards, which is
nine years.
See page 66 for details of the Directors
standing for re-election at the 2026 AGM
The Non-Executive Directors’ letters of
appointment are available for inspection
at the Company’s registered office.
INDUCTION PROGRAMME
To ensure that they are able to effectively
contribute to discussion and decision-
making, all Directors participate in an
induction programme on joining the Board.
Each induction programme is tailored to the
individual Director, based on their personal
experience and background, including
matters specific to their role as a member
of the committees upon which they sit.
Each induction programme includes
meetings with members of the Executive
Committee, senior management and
external advisors, including the external
auditor and the Company’s corporate
brokers. New Directors will also receive a
Board induction pack, which is devised to
assist with building an understanding of the
Company and to introduce the Company’s
key stakeholders, as well as explain the
commercial and regulatory environment
in which the Company operates. Access
to key industry bodies and publications
is also provided.
For further information on the
Chief Executive Officer’s appointment
in 2025, please see page 80
INDEMNIFICATION OF DIRECTORS
Liability insurance and third-party indemnity
provisions are in force for the benefit of
Directors and officers who held office
during the year and up to the approval
of the Annual Report.
BOARD PERFORMANCE REVIEW
Each year, WPP completes a review of the
Board and its committees to monitor their
effectiveness and identify improvement
opportunities. Progress against the
outcomes of the 2024 review and details
of the 2025 review, conducted by Angela
Ahrendts, Senior Independent Director,
are set out on page 81.
The Senior Independent Director met with
the Non-Executive Directors during the year
to appraise the performance of the Chair.
BOARD TRAINING AND DEVELOPMENT
To assist the Board in undertaking its
responsibilities, ongoing training is provided
to all Directors and training needs are
assessed as part of the induction programme
and Board performance review process.
In 2025, the Board programme included
regular presentations from the management
teams of our businesses on developments
in WPP’s sector and operating environment.
During the latter part of the year, members
of the senior management team, together
with the Board, had the opportunity for
in-depth discussions around our Elevate28
strategy. For further information on the
process and outcomes of the review,
please see page 72.
The Group Chief Counsel and the Group
Company Secretary provide regular
updates on current legal and governance
matters relevant to WPP, with external
counsel providing briefings on the wider
regulatory landscape.
The Board activities calendar on page 76 sets
out further detail on topics covered during
the year
The Board is asked to complete a
programme of training covering Safer
Data, Anti-Fraud, Bribery and Corruption,
Responsible AI Use and Sustainability,
which is connected to the ethical and
business objectives set out in our Code
of Conduct. As part of our ongoing
commitment to create more open and
inclusive workplaces, the Board is also
asked to complete a dedicated Company-
wide inclusion module, ‘Belonging at WPP’.
All Directors have access to the advice and
services of the Group Chief Counsel and the
Group Company Secretary. The Board also
obtains advice from professional advisors,
as and when required, and Directors may,
as required, obtain external advice at the
expense of the Company.
TIME COMMITMENT
In addition to attending Board and
committee meetings, each of the Non-
Executive Directors devotes sufficient
time to the Company to ensure that their
responsibilities are met effectively. When
making new appointments, the Board takes
into account other demands on Directors’
time. Prior to appointment, significant
commitments are disclosed by Directors
to the Board. Any additional significant
external appointments are not undertaken
by any of the Directors without prior
approval from the Board.
See page 82 for details of the
assessment process of each Director’s
external appointments
COMPOSITION, SUCCESSION AND EVALUATION WPP ANNUAL REPORT 2025 78
CORPORATE GOVERNANCE
Committee members
*
– Philip Jansen (Chair)
– Angela Ahrendts DBE
– Tom Ilube CBE
– Keith Weed CBE
The Company Secretary is Secretary to the
Committee and attends all meetings.
Key responsibilities:
– In conjunction with the Board, considering
succession planning for Non-Executive
Directors, Executive Directors and senior
management
– Reviewing the composition of the Board
including the balance of skills, knowledge
and expertise, experience and diversity
– Reviewing the Board Diversity Policy and
overseeing its implementation, in
accordance with the UK Corporate
Governance Code
– Making recommendations to the Board
for the appointment or reappointment
of Directors
– Considering other significant
commitments and interests of prospective
and existing Directors in conjunction with
the Chair and the Board
– Overseeing the Board’s compliance with
corporate governance standards and
monitoring external governance
developments
Attendance at Committee meetings
during the year can be found on page 77
* Cindy Rose served as a Committee member until her
appointment as CEO on 1 September 2025. Committee
meetings focused on CEO succession during the year
were not attended by Cindy Rose once she had been
identified as a potential candidate
NOMINATION AND GOVERNANCE
COMMITTEE REPORT
DEAR SHAREHOLDER
I am pleased to report on the Committee’s
2025 activities. Leadership succession
planning and delivery are essential to
effective governance. In 2025, the Board
oversaw the process to appoint a new
Chief Executive Officer after the
announcement in June that Mark Read
would be stepping down from the position.
Russell Reynolds, who were formally
appointed to assist with the search,
remained independent of the Company
and all the Directors, in addition to being
a signatory of the voluntary code of conduct
for executive search firms. Further
information on the appointment search
and process can be found on page 80.
Following the announcement in July 2025
that Cindy Rose would step down as
a Non-Executive Director and become
CEO of the Company on 1 September 2025,
the Committee reviewed – and continues
to review – succession planning across
the Board and its committees to support
the execution of the Company’s corporate
strategy.
The 2025 Board performance review,
conducted internally by the Senior
Independent Director, was another key
focus. I am pleased that this review affirmed
the continued effective operation of both
the Committee and the Board, while also
pinpointing specific opportunities for
development in 2026.
The Committee continued to implement the
Board Diversity Policy, in accordance with
the UK Corporate Governance Code, and
review progress made against the agreed
objectives within it, details of which can
be found on page 65, alongside gender and
ethnicity information. The Board recognises
the importance of diversity to good
governance and decision-making and we
are pleased that, at the time of reporting,
we have gender parity on the Board and
that three of the most senior roles – CEO,
CFO and Senior Independent Director –
are held by women, in addition to two
members of our Board being from non-
white ethnic minority backgrounds.
Further details can be found on page 83
The sections that follow provide a more
detailed explanation of the work of the
Committee undertaken during the year.
Philip Jansen
Chair of the Nomination
and Governance Committee
19 March 2026
Leadership succession
planning and delivery
are essential to effective
governance.”
PHILIP JANSEN
CHAIR OF THE NOMINATION
AND GOVERNANCE COMMITTEE
WPP ANNUAL REPORT 2025 79
CORPORATE GOVERNANCE
Further detail on the key stages of the succession process is outlined below:
CHIEF EXECUTIVE OFFICER APPOINTMENT PROCESS
Succession planning for all Directors,
including the Executive Directors,
is considered on an ongoing basis.
The Committee also has oversight of
succession at Executive Committee and
senior management levels to promote
effective leadership succession, and
ensure that it is fully aligned to the
Company’s strategy. After 30 years with
the Company, including seven years as
CEO, Mark Read stepped down from the
Board and as CEO, effective 1 September
2025. The Committee, led by the Chair,
oversaw the search for and appointment of
a new CEO. The process was thorough and
inclusive. An extensive internal and external
search was followed by an interview process
which gave the Non-Executive Directors
the opportunity to meet the shortlisted
candidates. We were ready to move quickly
due to the robustness of our routine
succession planning. The process was
underpinned by effective communication
and the Chair received support from the
Group Company Secretary.
Set out below are the steps that
culminated in our announcement
in July 2025 of the appointment of
Cindy Rose as CEO.
Cindy was provided with an induction and training programme to give an operational
view of WPP and the environment it operates in, tailored to follow her transition from
Non-Executive Director to CEO.
For further information on Directors’
induction programmes, please see page 78
SEARCH
– The CEO role profile was
reviewed and agreed against
requirements and attributes
needed to support the
Company’s next strategic phase
and Russell Reynolds was
instructed to commence a search.
A thorough review of potential
internal and external candidates
was undertaken and the long list
of candidate profiles was made
available to Committee members
and discussed with the Board.
Following a review of the
extensive candidate list and
discussions with Russell Reynolds,
the Committee proceeded to
establish a shortlist. As with all
appointments, ensuring a diverse
list of candidates was a key
consideration
CONSIDER
– Members of the Board
met with and interviewed
the candidates on the shortlist
– The Board considered Cindy
Rose’s extensive experience
of growing large-scale
businesses, building enduring
client relationships and
delivering growth in both
enterprise and consumer
environments. It was
recognised that Cindy
has supported the digital
transformation of large
enterprises around the world,
including embracing AI
to create new customer
experiences, business models
and revenue streams
IDENTIFY
– Cindy Rose was identified
as the preferred candidate
during a Board session
attended by the Non-
Executive Directors, with the
exclusion of Cindy. Extensive
references had been taken
and were available to the
Committee
APPOINT
– The Compensation
Committee approved
the terms and conditions
relating to Cindy Rose’s
remuneration
– The Board unanimously
approved the appointment
of Cindy Rose, which was
announced on 10 July 2025
Announcement
Announced that Mark
Read would retire from
the Board and as CEO
Early-stage search
Session with Russell
Reynolds to discuss
process
Advanced-stage search
Sessions with Russell Reynolds
and the Board to discuss
shortlisted candidates
Approval
Board approved the
appointment of the new
CEO. Announced in July that
Cindy Rose would be the
new CEO from September
Start
Cindy Rose stepped into the
role of CEO in September
Pre-announcement
Planning for leadership
succession on an
ongoing basis as a
critical component
of effective governance
WPP ANNUAL REPORT 2025 80
CORPORATE GOVERNANCE
NOMINATION AND GOVERNANCE COMMITTEE REPORT
2025 BOARD PERFORMANCE REVIEW
In line with the Code, the Board undertakes
an externally facilitated evaluation every
three years, with the next scheduled for
2026. The 2025 evaluation was internally
facilitated by the Senior Independent
Director and comprised a Board
questionnaire and discussions, focused
on Board and Committee effectiveness,
strategy, and key risks and opportunities
for long-term growth and value creation.
Progress against prior review outcomes
was also assessed.
KEY RECOMMENDATIONS FOR 2025 WHAT WE HAVE DONE IN 2025
Strategy: continue to focus on the levers to support the long-term
prospects and future growth of the Company including organic and
inorganic opportunities in key strategic markets, how the operating
model supports the strategy and how to further strengthen and
accelerate the Company’s strategic position in AI
During the latter part of the year, members of the senior management team,
together with the Board, had the opportunity for in-depth discussions around
our Elevate28 strategy. The strategy was announced on 26 February 2026
Operational execution: continue to allow for time and robust
debate and challenge on the operational execution of strategy
and deep dive into component parts to ensure we execute
efficiently to drive financial returns
The Board received regular updates on progress against strategic priorities
and challenged management on execution, pace and accountability for results.
Acknowledging this was a transition year, monitoring and supporting the progress
of the execution of Elevate28 strategy is a key priority for the year ahead
Internal/external insights: seek to have the right balance of
internal and external insights to help inform Board decisions
and better understand opportunities, business challenges and
competitor dynamics. Create opportunities for more formal
engagement between the Board and senior management
The Board sought to balance internal and external perspectives through
in-depth discussions on component parts of the evolving strategy and direct
engagement with senior management, clients, partners and other stakeholders.
These interactions, including during the Palo Alto Regional Review, provided
first-hand insights into market dynamics, emerging capabilities and AI developments,
informing strategic decision-making and Elevate28
Succession planning: continue to have in-depth discussions on
succession plans for senior leaders including assessment of talent
pipeline and leadership development
In July 2025, we announced the appointment of Cindy Rose as the Company’s
new Chief Executive Officer. Cindy succeeded Mark Read, who stepped down
after more than 30 years of service to WPP
The Board met and engaged with senior leaders and key talent throughout
the year. Board and Committee composition to ensure orderly succession was
also considered through the year
The Board evaluation confirmed that the
Board operated effectively during a year
of significant transition and challenging
performance, maintaining strong oversight
of strategy, risk and succession.
Engagement with the new CEO and senior
management was constructive, supporting
improvements in information quality,
challenge and debate. The evaluation
highlighted the importance of continued
focus on strategy execution, accountability
for results, deeper strategic discussions and
further strengthening Board skills in priority
areas to support long-term value creation.
Key areas to progress in 2026 were identified as part of this process:
BOARD
EFFECTIVENESS
LEADERSHIP,
TALENT &
SUCCESSION
PLANNING
ENGAGEMENT
AND INSIGHTS
STRATEGIC
DEEP DIVES
STRATEGY IN
ACTION
With active oversight,
scrutiny and challenge
on the delivery of the
new strategy, monitoring
execution, business
performance initiatives
and organisational
transformation to ensure
objectives are met,
financial returns improve,
and long-term growth
and competitiveness
are strengthened
Undertakingfocused
reviews of key strategic
areas, including US
performance, WPP Media
strategy, AI’s evolving
impact, organisational
culture indicators,
cybersecurity resilience,
and the development
and effective adoption
of core internal platforms
Continuing to enhance
Board effectiveness by
optimising the format and
content of Board materials,
ensuring a sharp focus on
strategic priorities and
streamlining routine items
to maximise time for
substantive discussions
and robust debate
Maintaining close oversight
of leadership and talent,
assessing the pipeline,
supporting development
initiatives, and continuing
to hold in-depth succession
discussions to ensure
continuity and readiness for
future organisational needs
Proactively identifying and
integrating more robust
external insights to deepen
understanding of market
opportunities, business
challenges, and competitor
dynamics. The Board will
also continue to ensure
greater exposure to key
clients and partners to gain
first-hand market insights,
as well as foster opportunities
for both formal and informal
engagement with the
Executive Committee, senior
leaders and wider business
WPP ANNUAL REPORT 2025 81
CORPORATE GOVERNANCE
NOMINATION AND GOVERNANCE COMMITTEE REPORT
Agendas for WAP meetings are set by
WAP members, views and insights from the
various forums are shared directly with the
Board, and the Board’s feedback on how
the insights have informed decision-making
is presented back. Issues raised at the WAP
meetings included: engagement with AI
and adoption of WPP Open, Company
performance, CEO succession, and the
Company’s commitment to inclusion.
CONFLICTS OF INTEREST
In line with their statutory duties, our
Directors must: report any changes to
their commitments to the Committee;
immediately notify the Company of actual
or potential conflicts or a change in
circumstances relating to an existing
authorisation; and complete an annual
conflicts questionnaire. Any conflicts or
potential conflicts identified are considered
and, as appropriate, authorised by the
Board in accordance with the Company’s
Articles of Association. A Conflicts of
Interest Register is also reviewed
periodically, which sets out any actual
or potential conflict of interest situations
which a Director has disclosed to the
Board and any practical steps to be taken
to avoid conflict situations. When reviewing
conflict authorisations, the Board considers
any other appointments held by the
Director as well as any applicable findings
of the Board performance review. During
the year, no actual conflicts were identified.
The Committee and the Board are satisfied
that the external commitments of the
Non-Executive Directors, and of the Chair,
do not conflict with their duties and
commitments as Directors of the Company.
TERMS OF REFERENCE
The Committee’s terms of reference are
reviewed annually by the Committee and
adopted by the Board, most recently on
4 February 2026.
A copy of the Committee’s terms of
reference is available on the Company’s
website at wpp.com/investors/
corporate-governance
COMMITTEE REVIEW
The performance of the Committee was
considered as part of the review process,
which concluded that the Committee
was operating effectively and continued
to successfully ensure Board composition
and committee structures were aligned
to priorities and governance requirements,
to support the Company’s evolving
corporate strategy.
BOARD AND COMMITTEE CHANGES
As already noted, Cindy Rose stepped
into the role of CEO on 1 September 2025,
with Mark Read stepping down from the
Board and as CEO on the same date. In
August 2025 it was announced that
Andrew Scott had informed the Company
that he would retire as Chief Operating
Officer and from the Board with effect
from 31 December 2025.
Cindy stepped down as a member of the
Audit Committee and Nomination and
Governance Committee on appointment
as Chief Executive Officer. In addition,
Keith Weed joined the Nomination and
Governance Committee on 15 October
2025, as announced in October 2025.
All Directors will stand for re-election
at the AGM with the support of the Board.
SUCCESSION PLANNING
Given the maintained size of the Board,
the Committee continues to recommend
that future appointments should be made
on a needs basis. Succession planning
is considered on an ongoing basis and
the Committee will continue to make
appropriate recommendations to
the Board as necessary.
The Committee, together with the Board,
will continue to review succession planning
at Executive Committee and senior
management levels to promote effective
leadership succession, and ensure that it
is fully aligned to the Company’s strategy.
DIRECTORS’ INDEPENDENCE AND
EXTERNAL APPOINTMENTS
The Committee assessed the independence
of all the Non-Executive Directors pursuant
to the Code and concluded that all are
considered independent and continue
to make independent contributions and
effectively challenge management.
The assessment covered each Director’s
time commitment, with full consideration
given to the number of external positions
held by the Executive and Non-Executive
Directors, including the time commitment
required for each. During the assessment,
the Committee remained mindful of the
Company’s guidance on Directors’ external
appointments and applicable shareholder
advisory groups’ individual policies on
overboarding. The Committee did not
identify any instances of overboarding
and confirmed that all individual Directors
have sufficient time to commit to their
appointment as Directors of the Company.
The full list of key external appointments
held by our Directors can be found on
pages 66-68
GOVERNANCE REVIEWS
The Committee has responsibility for
overseeing the effective governance
of the Board and its committees and for
making recommendations to the Board
to ensure arrangements are consistent
with emerging best practice.
The Committee reviewed action taken
to comply with the Code and other legal,
governance and regulatory obligations.
See page 65 for further details of the
Company’s compliance with the Code
WORKFORCE ENGAGEMENT
As WPP’s designated Non-Executive
Director for the UK Workforce Advisory
Panel (WAP), Jasmine Whitbread regularly
attends WAP meetings and presents
updates on issues discussed at Board
meetings as well as engaging with and
hearing from our people on a broad
range of topics.
WPP ANNUAL REPORT 2025 82
CORPORATE GOVERNANCE
NOMINATION AND GOVERNANCE COMMITTEE REPORT
BOARD DIVERSITY POLICY
The Committee reviews the Board Diversity
Policy (the ‘Policy’) in accordance with the
UK Corporate Governance Code on an
annual basis and makes recommendations
to the Board where it identifies changes
that can be made to further contribute
to improving the diversity of the Board
and Board committees. In February 2026,
the Committee considered and reviewed
progress made against the Policy.
The aims of the Policy and an update on
meeting each of them are set out below.
WPP continues to be in line with or exceed
the UK board diversity recommendations
of the FTSE Women Leaders Review and
the Parker Review. The Company aims to
maintain the balance set out in the Policy
as a minimum and our wider ambition is to
maintain parity on Board gender diversity
and at least maintain ethnic diversity.
A copy of the Board Diversity Policy is
available on the Company’s website at
wpp.com/investors/corporate-governance
BOARD DIVERSITY, AS AT 19 MARCH 2026
BOARD DIVERSITY POLICY DIVERSITY POSITION
1
STATUS
To maintain a minimum of 40% female share of Board Directors As at the date of this report, women represent
50% of the Board
To maintain a minimum of 10% share of Board Directors from
an ethnic minority background (according to categories
recommended by the Office for National Statistics)
As at the date of this report, there continues to be two
Board Directors from an ethnic minority background,
equating to a 20% representation
To maintain at least one female in the senior Board positions
of Chair, Senior Independent Director, Chief Executive Officer
or Chief Financial Officer
As at the date of this report, three senior Board
members are women
1
Further information on Board composition and diversity can be found on pages 77 and 78
Board and Executive Leadership diversity
2
, as at 31 December 2025
GENDER
Our Board Executive Committee
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men 655% 1 12 63%
Women 5 45%
3
3737%
Not specified/prefer not to say – – – – –
ETHNIC BACKGROUND
Our Board Executive Committee
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other white (including minority-white groups) 9 82% 4 16 84%
Mixed/multiple ethnic groups 1 9%
4
–15%
Asian/Asian British 1 9%
4
– 2 11%
Black/African/Caribbean/Black British – – – – –
Other ethnic group – – – – –
Not specified/prefer not to say – – – – –
2
Disclosure data concerning gender and ethnicity representation is collected directly from all individual Board and Executive Committee members through surveys or authorisations that are issued
annually. The surveys ask individuals to disclose their gender and ethnicity using the options shown in the left-hand columns of the above tables, and therefore include the option not to specify
an answer. This data is collated by the company secretarial team and held securely and in accordance with the WPP Fair Processing Notice and the WPP Privacy & Security Charter
3
As at the date of this report, women represent 50% of the Board, following Andrew Scott retiring from the Board with effect from 31 December 2025
4
As at the date of this report, the number of Board members from an ethnic minority background equate to a 20% representation, following Andrew Scott retiring from the Board with effect from
31 December 2025
WPP ANNUAL REPORT 2025 83
CORPORATE GOVERNANCE
NOMINATION AND GOVERNANCE COMMITTEE REPORT
AUDIT COMMITTEE
REPORT
DEAR SHAREHOLDER
As Chair of the Audit Committee, I am
pleased to present this report, which
intends to give shareholders a clear
overview of the significant items that
were considered in 2025 and how these
were addressed by the Committee.
This included discharging the Committee’s
important oversight role to monitor and
critically assess the integrity of the
Company’s financial reporting and the
effectiveness of internal control and risk
management systems on which it has
reported to the Board.
As announced in July 2025, Cindy Rose
succeeded Mark Read as Chief Executive
Officer of the Company on 1 September
2025. Accordingly, Cindy stepped down
as a member of the Audit Committee on
appointment as Chief Executive Officer.
Following PwC’s first audit of the
Company in respect of the 2024 financial
year, the Committee reviewed the audit
with particular focus, in order to accurately
build on joint success factors going into
the 2025 financial year and subsequent
audit years.
Further details on this process are provided
in the following pages of this report
In 2025, the FRC’s Audit Quality Review
Team reviewed PwC’s audit of our 2024
financial statements, with no key findings
and good practice observed in certain
areas. I engaged with the FRC at both the
outset and conclusion to its inspection,
to understand the FRC's perspectives and
to ensure that PwC had responded
appropriately to the findings.
Committee members
*
– Sandrine Dufour (Chair)
– Tom Ilube CBE
–Simon Dingemans
The Company Secretary is Secretary to the
Committee and attends all meetings.
Regular attendees at the invitation of the
Committee include the Chair, Senior
Independent Director, Chief Executive Officer,
Chief Financial Officer, Group Chief Counsel,
Group Financial Controller, General Counsel
Corporate Risk, Director of Internal Audit,
Director of Treasury and the external auditor.
The Board has determined that Sandrine Dufour
is the Audit Committee financial expert as
defined by the Sarbanes-Oxley Act 2002 and,
together with Simon Dingemans, has recent and
relevant financial experience for the purposes
of the 2024 UK Corporate Governance Code
(‘the Code’). The members of the Committee
have been determined to be independent
within the meaning of the applicable NYSE listing
standards and rules of the Securities Exchange
Act 1934, as amended. The Committee has,
as a whole, competence relevant to the sectors
in which the Company operates.
Key responsibilities
– Monitoring and critically assessing the
integrity of financial information provided
to shareholders, including the review of
significant accounting policies and financial
reporting judgements
– Overseeing the appointment, remuneration
and independence of the external auditor
and the effectiveness of the audit process
as a whole
– Reviewing the integrity, adequacy and
effectiveness of the Company’s internal
financial controls and the internal control
and risk management systems, including
the risk management framework and related
compliance activities
– Monitoring the integrity of the Company’s
ESG disclosures and related assurance
– Assessing and monitoring the principal
and emerging risks facing the Company
– Monitoring and reviewing the Company’s
internal audit function effectiveness and
activities
Attendance at Committee meetings during
the year can be found on page 77
* Cindy Rose served as a Committee member until her
appointment as CEO on 1 September 2025
The Committee oversaw the
continued strengthening of
controls and controllership
enhancement during 2025.”
SANDRINE DUFOUR
CHAIR OF THE AUDIT COMMITTEE
WPP ANNUAL REPORT 2025 84
CORPORATE GOVERNANCE
In response to high-profile external cyber
events that impacted other organisations
in the year, the Committee carefully
considered the details of these events
and lessons learned in the context of the
Company’s protocols and technologies,
with the support of the Group’s Security
(cyber), Technology Risk & Compliance
team and Cybersecurity Council, co-chaired
by the CIO and CISO. At each Committee
meeting in 2025, the identification and
review of emerging risks have been
considered by the Committee.
Certain meetings of the Committee
continue to be partially combined with
Sustainability Committee meetings,
to ensure effective governance and
oversight of key sustainability issues and
risks and assurance thereof. This effectively
streamlines the committees’ review and
assurance processes associated with
ESG reporting.
The Committee monitored the changing
landscape in relation to the regulation
of AI, with the Company having established
an AI Governance Committee which
oversees the application and adoption of,
and risks associated with, generative AI
across WPP. The Committee also paid
careful attention during the year to
regulatory developments, including the
UK Government’s corporate reporting and
audit reform initiatives and preparation
for upcoming disclosures relating to the
effectiveness of internal controls, in line
with Provision 29 of the 2024 Code, with
effect from 1 January 2026.
Further detail on these preparations
is provided on page 87
The Committee oversaw the continued
strengthening of controls and controllership
enhancement during 2025, as part of a
multi-year programme to drive improved
control effectiveness across the Group.
Further detail is provided on page 87
The annual Board and Committee
performance review assessed the
performance of the Committee and
I am pleased that this concluded that the
Committee operates effectively. The Board
takes reassurance from the quality of the
Committee’s work and is satisfied that the
Committee members bring a wide range
and depth of financial and commercial
experience and, in addition to those
members designated to have recent
and relevant financial experience for the
purposes of the 2024 Code, Tom Ilube
brings extensive subject matter and
process expertise including on emerging
technologies, IT transformation and cyber
security, to the Committee’s membership.
I also met privately with the lead audit
partner for PwC, in addition to the Director
of Internal Audit, to provide opportunities
to discuss potential issues and as part of
the assessment of their effectiveness.
The sections that follow provide a more
detailed explanation of the Committee’s
work in 2025.
Sandrine Dufour
Chair of the Audit Committee
19 March 2026
Key considerations in 2025 included:
– Continuing to provide oversight of
the financial reporting process and
integrity of the financial statements
– Overseeing the rebasing of
guidance around the financial
outlook for 2025
– Reviewing the external audit in
respect of the 2024 financial year
to accurately build on positive
factors and identify opportunities
to enhance the audit process in
the 2025 financial year
– Monitoring the role, performance
and outcomes of the Risk and
Controls Group against its
objectives, including for the
continuous improvement of the
control environment
– Considering external cyber events
in the context of the Company’s
protocols and technologies
– Considering the identification
and review of emerging risks
– Overseeing the integrity of the
Company’s ESG disclosures
– Ongoing monitoring of the business
integrity programme, including
oversight of whistleblower reports
– Monitoring progress against the
internal audit plan and reviewing
the effectiveness of the internal
audit function
– Overseeing ongoing preparatory
work for the implementation of
the 2024 Code in relation to
Provision 29
Other reviews undertaken
in 2025 included:
– Deep dive reports on Internal
Controls effectiveness and
controllership enhancement plans
– Reports on any actual or potential
legal proceedings and claims
– Treasury policy, performance
and risk management
– Group tax strategy, performance
and drivers of the Group effective
tax rate
– Reports on data protection and
data privacy
– Assessment of fraud risk
AUDIT COMMITTEE REPORT WPP ANNUAL REPORT 2025 85
CORPORATE GOVERNANCE
INTERNAL AUDIT
The internal audit team, which reports
functionally to the Audit Committee,
provides independent assurance over the
Company’s risk management and internal
controls processes via internal audits and
the testing programme for the Sarbanes-
Oxley Act. The internal audit team has
unrestricted access to all Group
documentation, premises, functions and
employees to enable it to perform its work.
The Committee Chair met regularly with
the Director of Internal Audit during the
year without executive management
present to discuss risk matters and the
nature of internal audit findings in more
depth. The Director of Internal Audit
formally reports to each Committee
meeting on the key internal audit findings,
together with the status of management’s
implementation of recommendations.
At least once a year this includes key themes
from internal audit’s work. This year, those
themes included issues relating to policy
and regulatory compliance. Significant issues
identified were discussed in detail by the
Committee along with the remediation
plans to resolve them.
The annual internal audit plan includes
assurance over the key projects and
initiatives, key business risks and operating
companies. It was approved by the
Committee and progress against the
plan was monitored throughout the year
with any changes to the plan noted and
approved by the Committee. The internal
audit team continues to successfully deliver
through a hybrid model of remote auditing
supported by international travel where
appropriate.
The Committee assesses and evaluates the
work of internal audit on a regular basis and
monitors the resourcing and experience
within the team. We are satisfied that the
scope, extent and effectiveness of internal
audit work is appropriate for the Group.
FINANCIAL REPORTING
The Committee is responsible for reviewing
the quarterly, half yearly and annual financial
results, including the Annual Report, with
management, focusing on the integrity of
the financial reporting process, compliance
with relevant legal and financial reporting
standards and application of accounting
policies and judgements.
During the year, the Committee considered
management’s application of key accounting
policies, compliance with disclosure
requirements and relevant information
presented on significant matters of
judgement to ensure the adequacy,
clarity and completeness of half yearly
and annual financial results announcements.
The Committee undertook a detailed
review before recommending to the
Board that the Company continues to
adopt the going concern basis in preparing
the annual financial statements.
The Committee also reviewed various
materials to support the statements
in the Annual Report on risk management
and internal control and the assessment
of the Company’s long-term viability.
See page 54 for more details
FAIR, BALANCED AND
UNDERSTANDABLE
To support the Board’s confirmation that
the Annual Report and Accounts, taken
as a whole, is considered to be fair,
balanced and understandable, and provides
the information necessary for shareholders
to assess the Company’s position,
performance, business model and strategy,
the Committee oversaw the process by
which the Annual Report and Accounts
was prepared.
The Committee received a summary of
the approach taken by management in
the preparation of the Annual Report
and Accounts to ensure that it met the
requirements of the Code, and considered
in particular: the accuracy, integrity and
consistency of the messages conveyed in
the Annual Report; the appropriateness of
the level of detail in the narrative reporting;
and that a balance had been sought
between describing potential challenges
and opportunities.
The Committee therefore recommended
to the Board (which the Board subsequently
approved) that, taken as a whole, the 2025
Annual Report and Accounts is fair, balanced
and understandable and provides the
necessary information for shareholders
to assess the Company’s position and
performance, business model and strategy.
AUDIT COMMITTEE REPORT WPP ANNUAL REPORT 2025 86
CORPORATE GOVERNANCE
The Committee reviewed the assessment
of internal control deficiencies reported
by management and PwC in 2025, the
prioritisation of remediation, management’s
and PwC’s evaluation of the deficiencies
that were reported and management’s
progress during 2025 in remediating
outstanding deficiencies. The Committee
had a particular focus on the controls for
the Critical Accounting Judgements and
Estimates on page 90, IT general controls
and key business process compensating
controls. Management evaluated all internal
control deficiencies identified throughout
the Group both individually and in the
aggregate, and concluded that the Group’s
ICFR was effective as at 31 December 2025
and reported these conclusions to the
Committee. The Committee assessed
and challenged management’s evaluation,
and believes that management’s evaluation
is appropriate.
Alongside the ongoing ERP deployment
and finance shared service optimisation
programmes, management continued its
focus on controls enhancement through
its Controllership Enhancement Plan. Focus
areas for the Controllership Enhancement
Plan in 2025 included controls culture,
control framework and policy rationalisation,
“deep dive” balance sheet reviews, training
and capabilities. Management set clear
control enhancement objectives for 2025
as part of its ongoing and continued
development of the Group’s controls
culture. The Committee reviewed
management’s objectives for this
programme and noted management’s
progress against its control enhancement
objectives through the course of the year.
RISK MANAGEMENT AND INTERNAL
CONTROLS
The Board has overall responsibility for
setting the Company’s risk appetite and for
ensuring there is effective risk management.
The Committee supports the Board in the
management of risk and, in 2025, was
responsible for monitoring and reviewing
the effectiveness of the Company’s
approach to risk management and the
internal control framework.
Under the overall supervision of the
Committee, the WPP Risk Committee,
an executive committee which reports into
the Audit Committee and is supported by
risk committees in each agency, identifies
and assesses emerging and principal risks
and oversees and manages day-to-day
risk in the business. To support the risk
committees, there are two sub-committees
to focus on the detail of risks relating to
data privacy, security and ethics and to
controls at both WPP and agency levels,
and three sub-committees to focus on
procurement, treasury and tax risks at WPP
level. The General Counsel, Corporate Risk
provides regular updates to the Committee
on risk matters including emerging risks,
adherence to the Company’s business
integrity programme (including mitigating
and remediation actions) and the monitoring
and evolution of the Company’s four risk
modules: governance, culture, appetite
and management.
An overview of how our risks are assessed
and managed and how these were
reviewed to assess the Company’s viability
can be found on pages 50-54, together
with an assessment of the principal risks
and uncertainties facing the Company on
pages 55-62.
In fulfilling its responsibilities, the Committee
received reports from the Risk and Controls
Group throughout 2025 to enable evaluation
of the control environment and risk
management framework. Any necessary
matters are highlighted in the Audit
Committee Chair’s update to Directors at
the relevant Board meeting and discussed
by the Board.
In January 2024, the FRC announced
the publication of the 2024 Code.
The Committee, together with the WPP
Risk Committee, will oversee and make
recommendations to the Board in relation
to the changes to Provision 29. The changes
will require the Board to make a disclosure
relating to the effectiveness of internal
controls including a declaration in relation
to material internal controls as at year-end,
with effect from 1 January 2026. During the
year, the Committee oversaw ongoing
preparatory work for the implementation
of the 2024 Code in relation to Provision 29.
This included a re-assessment of those risks
to the Company that the Committee feels
are within the scope of Provision 29 and
defining the characteristics for identifying
material controls. Updates on the assurance
outcomes performed throughout 2026 will
be provided to the Committee together
with adjustments to the control
environment as required.
INTERNAL CONTROLS OVER
FINANCIAL REPORTING
The Committee carried out in-depth reviews
of the Group’s internal controls over financial
reporting (ICFR), with a focus on monitoring
the design and operating effectiveness of
the Group’s ICFR framework and
compliance with Section 404 of the
Sarbanes-Oxley Act.
During 2025, the Committee monitored
the effectiveness of the internal financial
controls and internal control system of the
Group. This primarily consisted of reviewing
assurance reports from internal audit and
reports from the Risk and Controls Group
on the effectiveness of internal controls
and being provided frequent updates of
the status of, and reviewing the conclusions
of, management’s assessment of ICFR.
Management’s evaluation of ICFR focuses
on its assessment of the effectiveness
of key financial controls, which include:
financial reporting controls; IT access
controls; journal controls; reconciliations;
management review controls, including
business performance review controls;
and segregation of duties controls.
Management’s assessment was based
on the internal audit testing plan reviewed
by the Committee in early 2025, which used
the criteria for effective internal control
reflected in the Internal Control – Integrated
Framework (2013) issued by the Committee
of Sponsoring Organizations of the
Treadway Commission (COSO).
AUDIT COMMITTEE REPORT WPP ANNUAL REPORT 2025 87
CORPORATE GOVERNANCE
EFFECTIVENESS AND INDEPENDENCE
OF THE EXTERNAL AUDITOR
The Committee is determined to ensure
that the Company receives an effective
external audit. In 2025, the Committee
evaluated the performance of the external
audit through its ongoing review of the
external audit process. Due to the 2025
financial year being PwC’s second audit of
the Company, the Committee approached
the evaluation with particular consideration
to accurately build on joint success factors
and identify any opportunities to enhance
the process in the second and subsequent
audit years, considering feedback through
discussions with Committee members,
key members of the Company’s finance and
IT teams and PwC, which included overall
management of the recent audit transition.
BUSINESS INTEGRITY
During the year, the Committee reviewed
the adherence to, and evolution of, the
business integrity programme. The Company
has established procedures by which all
employees may, in confidence (and, if they
wish, anonymously) report any concerns
and more information on this can be found
on page 52. The Committee received regular
updates throughout 2025 on the Company’s
systems and controls for ethical behaviour,
which included matters reported on the
Company’s Right to Speak helpline and
investigations and actions undertaken
in response. The Committee received
regular reports on the total number and
nature of reports from whistleblowers and
investigations by region and by agency
both for substantiated and unsubstantiated
cases. During the year, the Committee was
satisfied that the Company’s whistleblower
and investigations protocols, and the
Right to Speak helpline arrangements,
are effective and facilitate the proportionate
and independent investigation of
reported matters and allow appropriate
follow-up action.
TERMS OF REFERENCE
The Committee’s terms of reference
are reviewed annually by the Committee
and adopted by the Board, most recently
on 13 March 2026.
A copy of the Committee’s terms of
reference is available on the Company’s
website at wpp.com/investors/
corporate-governance
FRC MINIMUM STANDARD
The Company was compliant during the
financial year with the FRC’s External Audit:
Minimum Standard, as issued in May 2023.
See page 89 for details of the Company’s
Non-Audit Services Policy
EXTERNAL AUDITOR
The Committee has primary responsibility
for overseeing the relationship with the
external auditor, including assessing its
performance, effectiveness and
independence annually prior to making
a recommendation to the Board in respect
of its reappointment or removal. As reported
previously, shareholders approved the
appointment of PwC as the Company’s
independent auditor at the 2024 AGM,
following the conclusion of a competitive
audit contract tender in 2021. The Company’s
2025 financial year is therefore their second
year as auditor.
The Company has complied with the
Competition and Markets Authority’s
Statutory Audit Services Order 2014 for
the financial year under review in respect
to audit tendering and the provision of
non-audit services, with Giles Hannam
holding the role of lead audit partner
for PwC since the 2024 audit.
APPOINTMENT OF EXTERNAL AUDITOR
AT ANNUAL GENERAL MEETING
The Committee has recommended to
the Board, and the Board has approved,
that PwC should be reappointed as auditor.
Resolutions will be put to the 2026 AGM
proposing the reappointment of PwC
and to authorise the Audit Committee
to determine the auditor’s remuneration.
PwC’s lead audit partner will make himself
available at the AGM to answer shareholder
questions on the audit process.
AUDIT COMMITTEE REPORT WPP ANNUAL REPORT 2025 88
CORPORATE GOVERNANCE
There were no material non-audit services
provided by PwC during 2025. The lead
audit partner brought to the Committee’s
attention during the year that PwC had
been involved in a prohibited service in
2025, the details of which are set out in
the Independent Auditor’s Report on pages
173-178. The Committee agreed that this
activity did not impact the independence
of PwC for the purposes of the audit.
Based on the Committee’s review of the
services provided by PwC and discussion
with the lead audit partner, the Committee
concluded that neither the nature nor the
scale of the non-audit services gave any
concerns regarding the objectivity or
independence of PwC.
The Committee considered the level of
all non-audit services incurred as part of its
annual review of PwC’s independence set
out above and was satisfied that the auditor
continued to exercise objectivity and
remain independent throughout the year.
The Committee also considered:
– A report from PwC confirming it
maintains appropriate internal safeguards
in line with applicable professional
standards to remain independent
– The FRC’s Audit Quality Review’s 2024/25
Audit Quality Inspection and Supervision
Report on PwC and the actions taken
by PwC to address the findings in that
report. During 2025, the Audit Quality
Review Team (AQRT) of the FRC
conducted a review of PwC’s audit of the
Group for the year ended 31 December
2024. In February 2026, the AQRT
provided its final report and the
Committee Chair subsequently discussed
the findings with the lead audit partner.
The FRC review identified no key findings
and highlighted good practice was
observed in certain areas. The review
provided a recommendation for limited
improvement in one area and PwC has
reported to the Committee how this
recommendation has been incorporated
into the current year’s audit.
PwC attended all Committee meetings in
2025, met the Committee without executive
management present and the Committee
Chair regularly meets independently with
the audit partners.
Overall, the Committee concluded that:
– It continues to be satisfied with the
performance of the external auditor
and with the policies and procedures
in place to maintain its objectivity and
independence
– PwC possesses the skills, experience
and resources required to fulfil its duties,
and there was constructive challenge and
appropriate scepticism where necessary,
including continuing to challenge
management’s assumptions relevant
to critical accounting judgements, such
as the goodwill impairment assessments
of Ogilvy and AKQA, in addition to other
areas detailed on page 90
– The audit for the year ended 31 December
2025 was effective
NONAUDIT SERVICES
In line with the Company’s Non-Audit
Services Policy, the Committee ensures
that auditor objectivity and independence
are safeguarded by reviewing and
pre-approving the external auditor’s
provision of certain non-audit services
(including audit-related and other assurance
services). The Committee is mindful of
the 70% non-audit services fee cap in
determining whether to pre-approve
such services.
2024
202
4
2024
2023
2023
2023
248
4848
48
2
50
42404
0
40
249
2025
Audit fees
Non-audit fees
Total fee
47
4
7
47
AUDITNONAUDIT FEES
(£M)
All fees are summarised periodically for
the Committee to assess the aggregate
value of non-audit fees against audit fees.
During the year, PwC received £47 million
in fees for work relating to the audit services
it provides to the Company. Non-audit
related work undertaken by external
auditors amounted to fees of £2 million this
year, which equated to 4% of the total audit
fees paid. See page 148 for further details.
AUDIT COMMITTEE REPORT WPP ANNUAL REPORT 2025 89
CORPORATE GOVERNANCE
FINANCIAL REPORTING CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The following critical accounting judgements and estimates in relation to the financial statements were assessed by the Committee
and discussed with management and the external auditor, PwC:
AREA OF FOCUS
CRITICAL ACCOUNTING JUDGEMENTS
AND ESTIMATES
ACTIONS TAKENCONCLUSION
Goodwill impairments
Estimates and judgements in relation
to goodwill impairment testing
The Committee assessed the appropriateness of the key assumptions used by management in its
annual goodwill impairment assessments of Ogilvy and AKQA, with a particular focus on forecast
revenue less pass-through costs and operating margins, post-tax discount rates and long-term growth
rates. The Committee also assessed the approach taken by management to other cash generating units.
The Committee was satisfied that the assumptions and resulting impairment charges were reasonable
and that the associated disclosures are appropriate (see Note 11).
OTHER AREAS
Headline profit
Judgements relating to headline
profit measures
The Committee considered the judgement applied by management in calculating headline profit,
in order to present an alternative measure of performance by excluding items which are considered
to be large, unusual and non-recurring which are otherwise included in profit measures determined
under IFRS. The Committee was satisfied that the exclusion of the relevant amounts from headline
profit measures was reasonable and consistent with the company’s historical practice, and that the
associated disclosures are appropriate, and balanced alongside IFRS profit measures (see pages
180-183).
Taxation
The estimates and judgements made
in respect of deferred tax assets and
uncertain tax position liabilities
The Committee considered the key judgements made by management, including relevant third-party
professional advice that may have been received. The Committee considers the level of recognised
deferred tax assets and uncertain tax position liabilities to be reasonable and that the associated
disclosures are appropriate (see Note 7).
Provisions
The estimates and judgements made
in respect of provisions for certain
ongoing legal proceedings and claims
The Committee considered the key judgements made by management in respect of certain ongoing
legal proceedings and claims including professional advice that may have been received. The
Committee considers the level of provisions recognised to be reasonable and that the associated
disclosures are appropriate (see Note 20).
Revenue recognition
Judgements and estimates in respect
of the measurement and recognition
of variable consideration, and the
determination of principal or agent
in certain revenue arrangements
The Committee considered the reasonableness of the key judgements and estimates applied by
management in recording certain elements of the Group’s revenue, in particular in relation to the
measurement and recognition of revenue from arrangements that include significant variable or
rebate related consideration, and the determination of whether the Group was principal or agent
in certain revenue arrangements. The Committee was satisfied the measurement and recognition
of revenue in respect of these arrangements was appropriate.
Going concern
The going concern assessment
and viability statement
The Committee reviewed and assessed the scenarios modelled by management, including
management’s downside and stress-testing scenarios, taking account of declines in revenue less
pass-through costs compared to 2025. The Committee concurs with the conclusions from
management’s going concern and viability statement assessments, and that the associated
disclosures on page 54 are appropriate.
AUDIT COMMITTEE REPORT WPP ANNUAL REPORT 2025 90
CORPORATE GOVERNANCE
SUSTAINABILITY
COMMITTEE REPORT
Applying a sustainability lens
to the broader corporate
strategy can help build
resilience and create value.”
KEITH WEED CBE
CHAIR OF THE SUSTAINABILITY COMMITTEE
Committee members
– Keith Weed CBE (Chair)
– Angela Ahrendts DBE
– Jasmine Whitbread
– Dr. Ya-Qin Zhang
Regular attendees include the Chief Executive
Officer, Chief Financial Officer, Group Chief
Counsel, Chief People Officer, Chief
Sustainability Officer and Chief Marketing
and Corporate Affairs Officer.
The Company Secretary is Secretary to the
Committee and attends all meetings.
Key responsibilities:
– Understanding the sustainability risks
and opportunities for WPP
– Assisting the Board in its oversight of
corporate responsibility, sustainability,
health and safety and associated
reputation matters, taking into account
WPP’s mission, strategy and culture
– Assessing the Company’s current
sustainability footprint, reviewing
sustainability targets and commitments
and materiality
– Reviewing and considering WPP’s
Transition Plan, Modern Slavery Statement
and sustainability-related policies,
including the Environment Policy, for
approval by the Board
Attendance at Committee meetings
during the year can be found on page 77
DEAR SHAREHOLDER
As Chair of the Sustainability Committee,
I am pleased to present our 2025 report.
In 2025, WPP continued to strengthen
its sustainability governance, deepen
integration of environmental, social and
governance (ESG) into business strategy,
and prepare for new regulatory and
stakeholder expectations. The Sustainability
Committee played a central role in
overseeing these developments,
supporting the Board in its oversight of
ESG matters as the Company works to
deliver on its commitments and obligations.
The Committee received updates
throughout the year on a broad range of
topics, with our work focused on three
core themes:
– Evolving obligations: overseeing WPP’s
evolving ESG disclosures as we respond
to changing and increasingly varied
obligations and stakeholder expectations
– Decarbonisation: tracking progress
towards carbon reduction commitments,
in a critical year for our decarbonisation
roadmap
– Integrating ESG and strategic alignment:
during a period of broader strategic
review, the Committee explored how
WPP’s evolving business model can
incorporate sustainability principles to
promote resilience and value creation
EVOLVING OBLIGATIONS
We continued to monitor developments
in ESG laws and regulations and received
regular updates on WPP’s roadmap for
compliance. We saw progress in
centralising and automating ESG data feeds
to strengthen quality and coverage while
reducing the reporting burden on the
business. This is an important step as we
prepare for more complex, varied and
divergent compliance obligations,
including the first year of CSRD reporting
from January 2027, and remains a priority
in 2026. Read more about data quality,
including errors identified in 2024 heat and
steam and air travel data, on page 40.
We also continued to support
management’s engagement strategy on
sustainability. We received regular updates
on initiatives to inspire our people and
equip them with skills and knowledge to
leverage sustainability in their work, to drive
performance and deliver for our clients.
And we were updated on supply chain
engagement, which plays an important
role in delivering meaningful emissions
reductions (pages 33-34).
DECARBONISATION
WPP met two important milestones in
2025: purchasing 100% of electricity from
renewable sources for the first time, and
reducing Scope 1 and 2 emissions by 89%
since 2019. As attention shifts to Scope 3
emissions reduction, we will continue
to support management’s work to align
emissions reduction with WPP’s evolved
corporate strategy and core commercial
priorities. You can read more about these
outcomes and how WPP’s simpler
operating model will accelerate
decarbonisation on page 36.
WPP ANNUAL REPORT 2025 91
CORPORATE GOVERNANCE
Having achieved its first near-term carbon
reduction target, WPP is recalculating its
emissions baseline to reflect progress to
date and changes in business model and
portfolio. In 2026, we will continue to work
with management to complete this exercise
and publish an updated baseline, emissions
reduction targets and transition plan.
Monitoring Transition Plan implementation
remains a priority, and we look forward to
continued deep-dive reports on progress
across WPP. Read more about our carbon
commitments, delivery roadmap and
performance on pages 33-36).
INTEGRATING ESG
In a period of change across the business,
applying a sustainability lens to the
broader corporate strategy can help
build resilience and create value. We will
continue to support management in
leveraging opportunities to further
integrate sustainability into WPP’s
operations and client offer. Read how
WPP’s simpler business model can
accelerate decarbonisation on page 36.
WPP’s sustainability strategy, investments,
engagement and reporting continue
to be informed by its double materiality
assessment (page 31), which we reviewed
and use to ensure activity is targeted at the
topics of greatest importance and relevance
to the business and its stakeholders.
Recognising the growing importance
and impact of AI, we also explored the
implications of sustainability in the AI era,
a topic of continued focus in 2026.
MONITORING PERFORMANCE
We continued to monitor sustainability
KPIs to track progress against external
commitments and support effective
management of material sustainability
risks and opportunities.
To streamline review and assurance
processes, certain Committee meetings
continue to be partially combined with
Audit Committee meetings, as referenced
in the Audit Committee Report (from
page 84).
Throughout this report, selected content
highlighted with the symbol was subject
to independent limited assurance
procedures by PricewaterhouseCoopers
LLP (PwC) for the year ended 31 December
2025. In May PwC presented its fourth
management report to the Committee.
Management provides regular progress
updates to the Committee throughout the
year on work undertaken to strengthen data
quality and the ESG control environment.
In 2025 this included broadening training to
reflect expanded disclosure requirements
and work to centralise data and automate
reporting.
We will continue to assess the effectiveness
of our ESG governance and data systems,
ensuring they remain fit for purpose in a
rapidly evolving regulatory landscape.
For details and results of independent
limited assurance, see wpp.com/
sustainabilityreport2025
COMMITTEE OVERSIGHT
AND EXPERTISE
As we do each year, the Committee
reviewed WPP’s climate-related risks
and opportunities, sustainability and
environment policies, and Modern
Slavery Statement.
We also assist the Board in oversight of
health and safety-related matters. WPP
continues to prioritise the mental health
and wellbeing of its people; read about
wellbeing programmes including our
global Employee Assistance Programme
and WPP-wide Making Space initiative on
page 37.
The annual Board and Committee
performance review assessed the
performance of the Committee and
I am pleased that this concluded that the
Committee operates effectively. Our terms
of reference are reviewed annually by the
Committee and adopted by the Board,
most recently on 4 February 2026.
A copy of the Committee’s terms of
reference is available at wpp.com/
investors/corporate-governance
Through senior positions in business
and non-governmental organisations,
Sustainability Committee members
bring a breadth of experience and insight
across marketing, technology, sustainable
business and international development.
To support members in keeping up to date
in a rapidly evolving landscape, in 2025
we received in-depth reviews on a range
of topics including evolving ESG regulatory
obligations, climate-related risks and
opportunities, and modern slavery and
human rights.
I would like to thank my fellow Committee
members for their ongoing dedication and
insight and our management team for their
leadership and commitment to ensuring
that our sustainability efforts continue to
meet our obligations and drive long-term
value for our stakeholders.
Keith Weed CBE
Chair of the
Sustainability Committee
19 March 2026
DIRECTORS’ STATEMENT ON WPP PLC’S SELECTED
ESG PERFORMANCE METRICS
The Board is solely responsible for the
preparation and presentation of the ESG
disclosuresin this 2025 Annual Report,
including this Directors’ Statement. The
Directors confirm, to the best of their
knowledge and belief, that they have
responsibility for:
– Establishing and consistently applying
fair, balanced and understandable
reporting criteria for preparing
and presenting the non-financial
information, including clear definition
of organisational boundaries
– Presenting information, including the
reporting criteria, in a manner that
provides relevant, complete, reliable,
comparable and understandable
information
– Preparing and reporting the selected
metrics marked with the symbol in
accordance with the WPP Sustainability
Reporting Criteria2025, available at
wpp.com/sustainabilityreport2025
19 March 2026
SUSTAINABILITY COMMITTEE REPORT WPP ANNUAL REPORT 2025 92
CORPORATE GOVERNANCE
COMPENSATION
COMMITTEE REPORT
It is critical that WPP can
compete for global talent
in the highly competitive
technology and media sectors,
as we navigate fundamental
industry changes and secure
a successful future for WPP.”
JASMINE WHITBREAD
CHAIR OF THE COMPENSATION COMMITTEE
DEAR SHAREHOLDER
On behalf of the WPP Board, I am pleased
to present the Compensation Committee
report for the financial year ended
31 December 2025.
In this report, I include my introductory
letter which summarises the main changes
proposed to the Directors’ Compensation
Policy, an ‘At a glance’ summary of
compensation, the proposed updated
Directors’ Compensation Policy (‘the
Policy’) for shareholders’ consideration
and the Annual Report on Compensation
setting out the implementation of the
existing Policy in 2025. The report also sets
out the proposed implementation for 2026.
ELEVATE28 A NEW ERA FOR WPP
2025 was a year of significant change for
our organisation and industry. In July 2025,
the Board was delighted to announce the
appointment of Cindy Rose OBE as our
new CEO. Cindy has extensive experience
as a leader in the technology, media,
entertainment and creative industries
gained at world-leading brands, most
recently at Microsoft. She brings deep
knowledge of technology and AI and
its transformational impact on business,
successfully running large global
organisations with talent at their core.
Under Cindy’s leadership, a refreshed
executive team has been working at pace
to set the foundations to secure a successful
future for WPP, our people, our clients,
and our shareholders.
On 26 February we announced Elevate28,
our comprehensive strategic plan to return
the business to growth and drive long-term
shareholder value. WPP will radically
simplify its business to deliver fully
integrated, AI-enabled solutions through
four core units: WPP Media, WPP
Production, WPP Enterprise Solutions and
WPP Creative across four regions (North
America, Latin America, EMEA and APAC).
As detailed earlier in the Annual Report, the
core priorities of the Elevate28 strategy are:
A focus on client growth – our new
go-to-market strategy leads with media
and data, builds a unified next-gen content
engine (WPP Creative and WPP Production),
and will scale Enterprise Solutions – all in
service of driving growth for our clients.
Unifying the business – we are becoming
a single operating Company comprising
four operating units across four regions
with a strengthened performance culture.
Unlocking the advantage of WPP Open
– we will connect our four operating units
through WPP Open our pioneering agentic
marketing platform.
Creating firm foundations for the future
– we will unlock £500 million in annualised
gross cost savings by 2028 through
structural simplification. We will maintain an
investment-grade balance sheet, prioritising
organic investment in high-growth areas.
We will also take portfolio actions to reduce
leverage and maintain our dividend at the
2025 level.
We have already seen early signs of positive
momentum under Cindy’s leadership with
a number of major new client wins and
retentions, including with the UK government
and expansion and consolidation of major key
global accounts (including with Reckitt,
Henkel, Kenvue and SC Johnson).
Committee members
– Jasmine Whitbread (Chair)
– Sandrine Dufour
– Tom Ilube CBE
– Philip Jansen
Attendees
Regular attendees also include the Chief
Executive Officer, the Chief Financial Officer,
the Chief People Officer, the Global Reward
Director and the Committee external advisors.
The Chief Executive Officer, Chief Financial
Officer and Chief People Officer are not
present when matters relating to their own
compensation or contracts are discussed
and decided.
The Company Secretary is Secretary to the
Committee and attends all meetings.
Key responsibilities
– Setting the Compensation Policy and the
terms and conditions for the Chair of the
Board, Executive Committee and Company
Secretary
– Designing and monitoring incentive
arrangements including setting targets
and assessing performance
– Maintaining an active dialogue with
shareholders and ensuring WPP practice
aligns with corporate governance
standards
Learn more at wpp.com/about/
corporate-governance
WPP ANNUAL REPORT 2025 93
CORPORATE GOVERNANCE
2026 DIRECTORS’ COMPENSATION
POLICY REVIEW
The normal three-year Compensation Policy
review cycle coincided with our change
of CEO, our Elevate28 strategy launch and
a new operating structure. No material
changes have been made to the Policy since
2020, notwithstanding an unprecedented
pace of change in our industry, including
significant consolidation and an intense
war for talent.
The Committee is acutely conscious that
as a people-led business it is critical that
we are well positioned to compete for
high-demand media, creative, digital and
technology skills in a competitive market.
Reviewing our approach to pay was one of
the factors discussed with the CEO during
the recruitment process, to ensure that the
framework is structured to set the
leadership team up for success.
In undertaking the comprehensive review
of our Policy, it was evident that our current
executive compensation framework is not
aligned with our direct sector peers and
key talent markets, as well as pay practices
across the organisation. The Committee
determined that there was a clear business
need to address this and make changes to
our Policy to ensure it supports the critical
next phase for WPP.
As part of the review, we consulted
extensively over two consultation periods
with 15 of our largest shareholders,
representing c.81% of share ownership,
and proxy agencies.
The majority of shareholders understood
the challenges that we face as a global
technology and media sector business
in a highly competitive market and were
supportive of the proposed changes,
albeit some changes were made in finalising
our proposal to reflect feedback received.
An overview of the context against which
the Committee reviewed the Policy is set
out below, as well as changes proposed
to both the Policy and our performance
measurement framework.
CONTEXT FOR THE POLICY REVIEW
1. WPP IS A LARGE, HIGHLY COMPLEX BUSINESS
WITH A SIGNIFICANT US FOCUS IN TERMS OF
LEADERSHIP, OPERATIONS AND REVENUE
WPP is a global company with a presence
in more than 100 markets. WPP has a truly
worldwide reach and significant US
presence, with 85% of total revenue from
non-UK operations and 38% of total revenue
from the US. Just under 90% of our 103,000
employees are located outside of the UK.
In terms of the size of our organisation,
WPP is ranked 6th in the FTSE by number
of employees, and c.30th by net revenue,
reflecting the scale and magnitude of our
organisation. Whilst we acknowledge that
WPP’s market capitalisation has dropped
materially in the past 12 months, the Group
continues to be one of the most diverse and
complex businesses listed in the UK market,
and our Elevate28 strategy is focused on
regaining our position of competitive
growth and market valuation.
The US market offers the most significant
opportunity for acceleration and market
share gains and is a critical area of growth
and investment under our Elevate28
strategy. Under our new, simplified
leadership structure, the CEOs of each
of WPP’s four operating units, the Chief
Creative Officer, and the Chief Operating
Officer are all located in the US. Our new
Group CEO is based in both London and
New York.
Data sourced from 2024 Annual Reports, which was the latest data available to the Committee at the time of review. Following their merger in November 2025, Omnicom and IPG have since become
a single combined identity. The market capitalisation is the 12-month average market capitalisation to 1 January 2026. The internationality score is based on the geographic spread of a company’s
revenues (Low: significant majority of revenue being derived from one country. Medium: a material proportion of revenue is derived from one or two countries/regions with a minority of revenue
derived from other countries/regions. High: a material portion of the revenue is spread across three or more countries/regions)
SIMPLIFIED OPERATING STRUCTURE
FOUR CORE OPERATING UNITS WITH STRONG US FOOTPRINT
WPP
Revenue
No. of
employees
Operating
profit Market cap
Internationality
score
WPP'S SIZE AND COMPLEXITY
AGAINST DIRECT SECTOR PEERS
W
PP'
S
S
IZE A
N
D
CO
MPLEXITY
A
G
AI
NS
T DIRE
C
T
S
E
C
T
O
R PEER
S
AGAINST DIRECT SECTOR PEERS
AGAINST THE FTSE 350 EXCL. FINANCIAL SERVICESAGAINST THE FTSE 350
EXCL. FINANCIAL SERVICES
AGAINST THE FTSE 350 EXCL. FINANCIAL SERVICES
IPG
Denstu
Havas
Omnicom
Publicis
Lower quartile Upper quartileMedian
WPP
Revenue
Lower quartile Upper quartileMedian
WPP
No. of employees
Lower quartile
Upper quartile
Median
WPP
Market capitalisation
Low HighMedium
WPP
Internationality score
WPP CORPORATE FUNCTIONS
WPP OPEN POWERED BY OPEN INTELLIGENCE
CINDY ROSE OBE, CEO JOANNE WILSON, CFO
CEO,
WPP MEDIA
CEO,
WPP PRODUCTION
CEO,
WPP ENTERPRISE
SOLUTIONS
CEO,
WPP CREATIVE
CHIEF TECHNOLOGY
OFFICER
CHIEF OPERATING
OFFICER
CHIEF CREATIVE
OFFICER
WPP ANNUAL REPORT 2025 94
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
2. WE COMPETE FOR GLOBAL TALENT
IN A HIGHLY COMPETITIVE TECHNOLOGY
AND MEDIA SECTOR
While WPP has a strong culture of moving
internal talent into senior roles, an increasing
number of appointments have been external
hires from the US reflecting our need to
attract and retain new and diverse skill
sets, including from the technology sector.
Our new CEO was hired from Microsoft,
and other recent senior hires from Google,
Meta and Accenture Song reflect our key
talent markets in technology and media.
We compete for talent in a highly
competitive market where pay structures
and quantum often differ materially from
the UK-centric framework that WPP currently
operates, this brings critical talent retention
challenges and risks.
For example, all of our key global sector
peers – IPG/Omnicom, Publicis and
Havas – use multi-incentive plan models,
incorporating both performance shares
3. DISPARITY IN INCENTIVE ARRANGEMENTS
ACROSS THE ORGANISATION
While WPP’s Executive Directors participate
in an annual bonus and performance share
framework, restricted shares are used
below Board level and were awarded to
c.2,000 of our senior leaders in 2025,
reflecting local market practices and
growing talent pressures.
Over time, this has led to material pay
compression challenges between Executive
Directors and in particular our US-based
Executive Committee roles.
and restricted shares (‘hybrid plans’) in their
compensation frameworks. In addition, it is
a practice increasingly prevalent in UK-listed
companies with a significant US presence
to facilitate the attraction and retention
of global talent.
For example, in 2023 and 2024, total actual
compensation of around a third of the
Executive Committee members, all of
whom were based in the US, exceeded
that of the then Group CEO in those years.
The Committee believes it is appropriate
to narrow this disparity and alleviate some
of the challenges of pay compression,
creating a fair and sustainable framework
across the global executive team.
SUMMARY OF PROPOSED POLICY
CHANGES
A range of approaches was considered
by the Committee and discussed with our
shareholders. Details of changes made to
The use of restricted shares is also very
common in the technology sector, as
reflected in the buyout arrangements for
our new CEO.
our proposals to reflect shareholder
feedback are set out later in this letter.
We are ultimately proposing the introduction
of a restricted share award element of 100%
of salary for the CEO and CFO alongside the
existing EPSP awards. The restricted share
awards will be subject to a five-year time
horizon, with a three-year vesting period
and two-year holding period, and a
performance underpin.
No changes are proposed to the current
maximum award levels under the STIP
and EPSP.
WPP
current
LONGTERM INCENTIVE PRACTICE SECTOR PEERS
(% OF BASE SALARY)
L
ONGTERM INCENTIVE PRACTICE SECTOR PEER
S
LONGTERM INCENTIVE PRACTICE SECTOR PEERS
(
% OF BASE SALARY
)
(% OF BASE SALARY)
Restricted Share Plan element
Performance Share Plan element
IPG
US
Media peers
(median)
1
Omnicom
Publicis
2
Executive
Directors
0 200 400 600 800 1000 1200
1
US Media peers (median) is based on CEO data from an expanded US peer group of Accenture, Electronic Arts, Endeavor Group, Fox Corporation, IPG, Liberty Media, New York Times Company,
News Corporation, Nexstar Media Group, Omnicom, Paramount Global, Sirius XM, Take Two, Trade Desk, Warner Brothers Discovery and Warner Music Group
2
One-off restricted share award made to Publicis CEO of c.10x salary (annualised over three years)
LONGTERM INCENTIVE PRACTICE VEHICLE
LTI VEHICLE
1
RESTRICTED SHARES
RSP
PERFORMANCE SHARES
PSP
MARKET VALUE
OPTIONS
US Media peers
2
US Tech peers
2
IPG/Omnicom
Publicis
Havas
WPP
1
Shading indicates prevalence of the respective LTI vehicle in the peer group
2
Further information on the US Media peers and US Tech peers is provided in the footnote to the chart on page 96
WPP ANNUAL REPORT 2025 95
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
In introducing a ‘hybrid’ long-term model,
the proposed changes are intended to:
– Move our incentive framework closer
to (but not equivalent to) direct sector
peers and US market practice – The
addition of a restricted share element
reflects market norms in all our direct
sector peers, enabling us to more
effectively compete for top talent in a
highly competitive and evolving sector.
However, the Committee has sought to
develop proposals under which pay levels
will remain within market parameters of
UK FTSE-listed peers of a similar size and
complexity criteria, but remain materially
below US sector peer norms and wider
US market practice.
– Retain a pay-for-performance focus,
aligned to our growth strategy – The
significant majority of the package will
remain performance based, and subject
to stretching performance conditions
linked to our ambitious Elevate28 growth
strategy. The Committee has a proven
track record of operating a robust
pay-for-performance framework, as
reflected in the historical payouts under
the STIP and EPSP plans and will continue
to set challenging performance targets
primarily aligned to financial and
shareholder-return metrics. In addition,
any vesting under the new restricted
share plan will be subject to a performance
underpin under which the Committee
can reduce vesting (including to nil) if it
considers the vesting outcome is not
appropriate in the context of Company
performance and the shareholder
experience.
– Provide a unified incentive framework
across the senior leadership team
– The use of both performance and
restricted shares across the Executive
Committee (including Executive Directors)
will enable us to provide a fair and
competitive package across senior
leadership roles, ensuring that we retain
and incentivise key leaders to deliver
on our strategy and drive value creation
for our stakeholders.
– Provide an element of reward that
allows the Committee to manage
through a rapidly changing sector
and period of transformation – During
a period of accelerated change, the
Committee is seeking to introduce a
future proof compensation framework
that allows WPP to attract and retain
talent without recourse to one-off
arrangements.
Given the pace of sectoral change, the
strategic decisions required for the
Company to achieve value for shareholders
and the intensification of competition
for talent, the Committee believes that
the creation of long-term value will be
best supported by the introduction of an
element of restricted shares in the incentive
framework.
Other minor changes have been made to
the Policy to reflect the evolving corporate
governance landscape and align with market.
REFLECTING SHAREHOLDER
FEEDBACK
As noted above, we consulted extensively
with 15 of our largest shareholders,
representing c.81% of share ownership,
and proxy agencies. The majority
of shareholders understood the challenges
that we face as a global technology and
media sector business in a highly
competitive market and were supportive
of the proposed changes including the
introduction of a hybrid incentive plan.
However a number of adjustments were
made in finalising our proposal to reflect
the feedback received:
– Removal of proposal to increase the
maximum EPSP award level
– Reduction in the maximum RSP award
level from 150% to 100% of base salary
WPP
(current)
WPP
(proposed)
IPG Omnicom Publicis
1
Havas FTSE Size &
Complexity
peer group
2
ExCo roles
US Media
peers
3
CEO role
US Tech
companies
4
CEO role
US Media
peers
3
PAY POSITIONING VERSUS SECTOR PEERS
CEO VS PEERS MAXIMUM REWARD OPPORTUNITY (£’000)
P
AY P
OS
ITI
ON
I
NG
V
ER
SUS
S
E
C
T
O
R PEER
S
PAY POSITIONING VERSUS SECTOR PEERS
CEO VS PEERS MAXIMUM REWARD OPPORTUNITY (£’000
)
CEO VS PEERS MAXIMUM REWARD OPPORTUNITY (£’000)
4,000k
8,000k
12,000k
16,000k
20,000k
24,000k
28,000k
32,000k
Lower quartile to median
Median to upper quartile
1
One-off restricted share award made to Publicis CEO of c.10x salary (annualised over three years)
2
FTSE Size and Complexity peer group: Anglo American, Ashtead, ABF, BAE Systems, BAT, BT, Bunzl, Centrica, CCEP, Coca-Cola HBC, Compass Group, DCC, Diageo, Experian, GSK, Haleon, Halma,
Imperial Brands, IAG, IHG, J Sainsbury, National Grid, Reckitt, RELX, Rentokil Initial, Rolls-Royce, Smith & Nephew, Tesco, Sage, Vodafone
3
US Media peers (market cap c.£5bn – £50bn): IPG, Omnicom, Electronic Arts, Endeavor Group, Fox Corporation, Liberty Media, New York Times Company, News Corporation, Nexstar Media,
Paramount Global, Sirius XM, Take Two, Trade Desk, Warner Brothers Discovery, Warner Music Group, Accenture
4
US Tech companies (market cap c.£5bn – £15bn): including companies such as Pinterest and Match Group
WPP ANNUAL REPORT 2025 96
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
– Introduction of a performance underpin
which will operate prior to the vesting
of any RSP awards. While this feature is
unusual in our direct peers, this has been
included to align with UK best practice
and investor expectations.
In developing the performance underpin,
the Committee recognised that the core
measures of strategic success and
business transformation are already
captured across the STIP and the EPSP
metrics. Whilst detailed consideration
was given to the relative merits of a
quantitative underpin, given the period
of transformation and focus on strategic
delivery, as well as wider practice in our
talent market where underpins are not
common practice, the Committee
determined that a qualitative rather than
quantitative underpin was appropriate
at this time, enabling the Committee to
assess performance in the round at the
end of the period. The Committee will
ensure that there is clear disclosure
provided to shareholders at the end
of the period on the factors considered
before the award is released.
We are grateful to the shareholders that
engaged with us and appreciate the
valuable feedback and input received
in developing our proposals.
IMPLEMENTATION IN 2026 AND
PERFORMANCE METRICS REVIEW
The significant majority of the
compensation package for our executive
team will remain performance-based and
one of the core areas for discussion with
our investors was the performance metrics
to be used for the incentive arrangements
in 2026. The Committee reviews the
performance metrics annually to ensure
continued strategic alignment.
A summary of the metrics for the 2026
STIP and 2026 EPSP awards and their
alignment to our ambitious Elevate28
strategy is provided below. Further details
are provided on page 106.
STIP 2026
For 2026 the STIP will continue to operate
in a similar way to 2025, both in terms of
structure and quantum. Both Executive
Directors have a maximum opportunity
of 250% of base salary, with a maximum
of 60% delivered in cash and a minimum
of 40% in a deferred share award (ESA).
The Committee agreed that revenue
growth and operating margin should
continue to be key areas of focus and
that the 2026 financial metrics would
be like-for-like revenue less pass-through
costs growth and headline operating
margin performance with equal weighting,
comprising 75% of the STIP opportunity.
The remaining 25% of the 2026 STIP
opportunity will be based on specific
individual objectives linked to our
Elevate28 strategy.
Full details of the performance targets will
be reported in next year’s Compensation
Committee Report
EPSP 2026
The existing EPSP will continue to be used
as our principal long-term incentive vehicle.
The Committee believes that AFCF, relative
TSR and ROIC remain appropriate measures
to drive value creation for WPP.
To reflect our new strategy and our focus
on a return to competitive growth versus
peers, a new measure of relative organic
revenue growth (ORG) will be introduced
with a weighting of 1/6th. Relative ORG
will measure our growth in like-for-like
revenue over the three-year performance
period relative to that of our global media
sector peers (Dentsu, Havas, Omnicom
and Publicis).
In addition, to strengthen pay for
performance alignment relative to our
media sector peers, for the 2026 EPSP
awards our relative TSR performance will
be measured solely by reference to a global
media sector peer group. These changes
reflect both the Committee’s view and
feedback from investors during the 2026
Policy consultation process.
Further details on 2026 EPSP measures and
targets are provided on pages 106 and 124
ALIGNMENT OF PERFORMANCE METRICS WITH STRATEGY
2026 STIP FINANCIAL METRICS 2026 EPSP METRICS
STRATEGIC PRIORITIES
NET SALES
GROWTH
HEADLINE
OPERATING MARGIN
RELATIVE ORGANIC
REVENUE GROWTH
ADJUSTED FREE
CASH FLOW
RELATIVE
TSR
RETURN ON
INVESTED CAPITAL
Lead the industry in terms
of organic revenue growth
Deliver £500m of total
gross cost savings over
next three years
Deliver margins above
historical levels
Simplify the portfolio to
secure investment-grade
balance sheet and fund
management
WPP ANNUAL REPORT 2025 97
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
SALARY REVIEW FOR 2026
The base salaries of the Executive Directors
will be subject to review during 2026 in
the usual way in line with the wider annual
salary review processes which will be
undertaken for our employees.
COMPENSATION IN 2025
STIP 2025
All the Executive Directors participated
in the 2025 STIP. The CEO, Cindy Rose,
participated on a pro-rata basis from the
date of her appointment and the reported
outcomes shown for the former CEO,
Mark Read, reflect the period to 31 August
2025 whilst he was an Executive Director.
The STIP was based on a combination
of financial and non-financial measures
aligned to the delivery of the Company
strategy and purpose. The financial
measures, which determined 75% of the
award, were headline operating profit
margin improvement and like-for-like
revenue less pass-through costs growth.
The actual financial performance of the
company against both these metrics in
2025 was below threshold. This resulted
in no STIP bonus being payable in respect
of the financial element (75% of the award)
of the STIP. The Committee felt that this
appropriately reflected the underlying
performance of the Company and no
adjustments were made.
See page 119 for further detail on
performance against financial targets
The remaining 25% of the award is based on
individual performance against non-financial
priorities set by the Committee at the start
of the year (or if later, shortly after joining).
The Committee assessed the performance
of each of the individual Executive Directors
(including the former CEO, Mark Read)
against their agreed non-financial priorities.
In assessing individual performance the
Committee was mindful of the business
performance, the experiences of our
broader employee base, our shareholders,
and the wider stakeholder community
during 2025.
In evaluating Cindy’s first months in role,
the Committee recognised that she had
demonstrated exceptional progress:
successfully leading the development of
the new strategy, refreshing the executive
team, overseeing significant business
transformation, new client-focussed AI
solutions, and securing key new business
and extending a key partnership with
Google. On this basis, it determined an
assessment of 25%/25% (resulting in a total
STIP of 25% of the maximum opportunity,
totalling £261,130) appropriately reflected
Cindy’s significant contribution since
joining WPP.
For Joanne, the Committee recognised her
strong delivery, which included bolstering
WPP’s long-term funding resilience through
a highly successful €1bn bond issue that
reinforced market confidence; driving
substantial business transformation,
marked by significant cost reductions;
and orchestrating strategic investments
in WPP Open and AI that are delivering
enhanced operational efficiencies.
Reflecting on Joanne’s specific
achievements, the Committee conducted
a review of both the collective and personal
deliverables within the non-financial
objectives. It was determined that she
achieved 100% for the goals within the
non-financial metrics directly related to
her personal deliverables, which had a
weighting of 10% within the total 25%
allocated for non-financial metrics.
Consequently, her overall assessment for
the non-financial metrics resulted in a total
STIP of 10% of the maximum opportunity,
totalling £190,000, reflecting her singular
contribution during 2025.
The Committee considered these awards
were appropriate given the individual
performance of the CEO and CFO. However,
to further align their interests with
shareholders, it decided these awards
would be made as deferred ESAs, vesting
subject to continued employment, in March
2028, and no cash payment would be made.
The Committee recognised the contribution
of the outgoing Executive Directors,
Andrew Scott and Mark Read, including the
delivery of a proportion of non-financial
objectives. However, given the outcome
against the STIP financial metrics, the
performance of the Company and the wider
stakeholder experience, it determined that
it was not appropriate for any 2025 STIP
awards to be made to Andrew or Mark
based on non-financial performance.
Consequently, combined with no STIP bonus
being payable in respect of the financial
element, no 2025 STIP was awarded to
Andrew or Mark.
See pages 119 and 120 for further detail on
performance against non-financial priorities
2023 EPSP AWARDS
The 2023 EPSP awards’ three-year
performance period ended on 31 December
2025. Performance against all three metrics
was below threshold resulting in a formulaic
vesting outcome of zero. The Committee
considered this vesting outcome was an
appropriate reflection of performance and
no adjustments were made to the outcome.
NEW CEO APPOINTMENT
As disclosed on 10 July 2025, Cindy Rose
was appointed on a salary of £1,250,000.
Other elements of her package were set
in line with the Compensation Policy on
appointment. Further details are provided
on page 115.
DEPARTING EXECUTIVE DIRECTORS
On Cindy’s appointment as CEO on
1 September 2025, Mark Read stepped
down as CEO and from the Board. Following
this, Mark worked with Cindy to facilitate
the transition before commencing garden
leave on 14 November 2025. He will retire,
as previously announced, at the end of
his notice period, on 8 June 2026. The
termination arrangements for Mark Read
(which were in accordance with the Policy)
are set out on page 116.
Andrew Scott also stepped down as Chief
Operating Officer and from the Board on
31 December 2025. He remains an employee
of the Group.
CLOSING REMARKS
I would like to express my appreciation
to the members of the Committee for
their continuing dedication and active
participation over what has been a very
busy year.
WPP is at a pivotal moment, and the
business is taking action to set itself up
for future success, led by a new CEO
and executive team. We are confident in
Elevate28 and believe the proposed Policy
changes are necessary to facilitate the
delivery of our ambitious strategy. On
behalf of the Committee I would like to
thank our shareholders for their support
and input in our consultation process and
hope you will support our proposed Policy
at the upcoming AGM.
Jasmine Whitbread
Chair of the Compensation Committee
19 March 2026
WPP ANNUAL REPORT 2025 98
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
COMPENSATION AT A GLANCE
2025 COMPENSATION OUTCOMES FOR THE CEO AND CFO
The information below summarises the 2025 total compensation received by the CEO and CFO. The CEO was appointed on 1 September
2025. As a result, the fixed pay and short-term incentives shown in the single figure table and in the charts below are from her date of
appointment. To allow comparability the Policy Target and Maximum amounts for her fixed pay and short-term incentive elements have
also been pro-rated in the charts below. The buyout awards made to the CEO in 2025 to compensate for loss of incentive opportunity at
her previous employer (£5,942k) are also shown separately. These buyout awards vest on a phased basis over the period to September 2030
(for further details see page 116), but are required to be shown in full in the single figure table in the year of grant under the Directors
Reporting Regulations. Full details of the performance outcomes are set out on pages 119-120.
2025 TOTAL COMPENSATION COMPARED WITH POLICY FOR THE CEO AND CFO
1
£000
Cindy Rose
CEO, appointed 1 September 2025
Joanne Wilson
CFO, appointed 27 April 2023
Fixed compensation, consisting of base salary, benefits and pension (as set out in the single figure on page 117)
Short-term incentives (STIP)
Long-term incentives (EPSP)
Buy-out awards
1
Policy refers to the Directors’ Compensation Policy approved by shareholders at the 2023 AGM; Target: 50% of maximum STIP, 60% of maximum EPSP
2
Actual total compensation is from the date of appointment for the CEO
3
To allow comparability with Policy, for appointments in the year the Policy Target and Maximum amounts for fixed and short-term elements have been pro-rated
2025
Actual Total
Compensation
(part year)
2
Policy
Compensation
at Target
3
Policy
Compensation
at Maximum
3
£0 £1,000 £2,000 £3,000 £4,000 £6,000£5,000 £7,000
£6,664£6,664
£4,143£4,143
£6,827£6,827
2025
Actual Total
Compensation
2024
Actual Total
Compensation
Policy
Compensation
at Target
Policy
Compensation
at Maximum
£5,051£5,051
£3,189£3,189
£1,850£1,850
£1,062£1,062
£0 £1,000 £2,000 £3,000 £4,000 £6,000£5,000 £7,000
WPP ANNUAL REPORT 2025 99
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
2025 TOTAL COMPENSATION OUTCOMES SUMMARY FOR THE CEO AND CFO
2025 FIXED COMPENSATION
Cindy
Rose
(CEO)
£000
Joanne
Wilson
(CFO)
£000
Base salary Pro rata from date of appointment for the CEO 417 760
Pension Contributions aligned at 10% of base salary for all Executive Directors 42 76
Benefits Pro rata from date of appointment for the CEO 165 36
2025 STIP PERFORMANCE
WEIGHTING
OUTCOME
ACHIEVED
Threshold
(0% payable)
Target
(50% payable)
Maximum
(100% payable)
Like-for-like revenue less
pass-through costs growth
37.5% 0%
Headline operating
margin improvement
37.5% 0%
Total financial performance 75% 0%
Cindy
Rose
Joanne
Wilson
Non-financial performance 25%
See pages 119 and 120 for performance against non-financial
measures
25% 10%
Total (%) of maximum 100% 25% 10%
Total (%) of base salary 62.5% 25.0%
Total amount (£000) 261
1
190
Delivery The Committee determined the STIP 2025 awards will be delivered 100%
as a share award (ESA) with a two-year deferral period
(Typically 60% is delivered in cash; 40% as ESA)
2025 STIP bonus
delivery
100% shares
Actual STIP performance Indicates a scale break
1
For the CEO, STIP has also been pro-rated from the date of appointment, 1 September 2025
-1.8%
Below threshold
0.0% 0.6% 2.0%
-5.4 %
Below threshold
0.0% 0.1% 0.2%
WPP ANNUAL REPORT 2025 100
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
2023 EPSP PERFORMANCE
WEIGHTING
OUTCOME
ACHIEVED
Threshold
(20% vesting)
Maximum
(100% vesting)
Average return on
invested capital (ROIC)
1
/
3
0%
Cumulative adjusted
free cash flow (AFCF)
1
/
3
0%
Relative TSR
(common currency)
1
/
3
0%
Relative TSR
(local currency)
Total (% of maximum) 100% 0%
Cindy
Rose
Joanne
Wilson
Total amount (£000)
n/a
1
nil
Delivery The awards lapsed in full on 6 March 2026 and no shares were delivered
1
Cindy Rose was appointed CEO on 1 September 2025 and therefore held no 2023 EPSP awards
Actual EPSP performance Indicates a scale break
SHAREHOLDING REQUIREMENT
Cindy
Rose
Joanne
Wilson
Appointed
1 September 2025
Appointed
19 April 2023
Executive Directors are required to build and maintain their shareholding requirements within seven years of appointment. Expectation that shares received
on the vesting of share awards (eg EPSP and ESA) will be retained (other than those required to settle tax obligations) until holding requirement met, as was
the case in 2025.
Target levels (% of base salary)
600% 300%
Actual levels (% of base salary) at 31 December 2025
1
26% 27%
Actual levels (% of base salary) at 31 December 2024
1
n/a 32%
1
The share price used for the calculation is the average share price for the last two months of the relevant financial year
17.5%
£3,500m
Median 26.1%
+4.2% (local)
Median
-8% (common)
19.5%
£4,500m
Upper decile
134.2%
+47.9% (local)
Upper decile
+44.6% (common)
£2,955m
Below threshold
Below threshold
Below threshold
16.1%
Below threshold
WPP ANNUAL REPORT 2025 101
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
2026 COMPENSATION OPPORTUNITIES
This section provides a summary of the proposed implementation, subject to shareholder approval at our Annual General Meeting, of our
Compensation Policy during 2026. There are a number of changes from our previous Policy, which are summarised below. Full details of the
Policy changes are outlined on pages 103 to 104. This report also sets out details of the extensive investor consultation process undertaken,
together with the feedback received in the course of developing our Policy.
Implementing our Compensation Policy during 2026:
Policy Implementation for 2026 Further detail
Base salary
To maintain package competitiveness and reflect skills
and experience; to enable recruitment and retention.
Typically reviewed annually to align with review cycle
of the wider workforce.
Cindy Rose: £1,250,000
Joanne Wilson: £760,000
Salary levels will be reviewed
in 2026
Base salaries will be
reviewed in 2026, with
any increases aligned
with those of the wider
workforce
Benefits
Provide a market competitive benefits allowance
and other benefits sufficient to enable recruitment
and retention.
Cindy Rose: £35,000 allowance,
plus to facilitate the performance
of her duties in the US, the
provision of an apartment in
New York
Joanne Wilson: £30,000
allowance
The CEO is dual located
in the UK and US, the US
apartment is provided
to facilitate her work
in the US
Pension
Pension is provided by way of a contribution to a defined
contribution arrangement, or a cash allowance, or a
combination of the two. Determined as a percentage
of base salary and consistent with wider workforce.
Both Executive Directors: 10% No change in levels as a
% of base salary for 2026,
which are aligned with
wider UK workforce
Short-term incentives
(STIP)
Drives the achievement of strategic priorities for the
financial year. Maximum opportunity 250% of base salary
– 75%-100% financial
– 0%-25% individual strategic objectives
– One-year performance period
– At least 40% delivered in the form of deferred shares
(ESA awards) released after a period of two years
(proportion deferred (as an ESA award) reduces from
40% to 20% where the shareholding requirements met)
Cindy Rose: 250%
Joanne Wilson: 250%
75% financial and 25%
non-financial targets
60% cash/40% deferred shares
2026 STIP financial
metrics (75%)
LFL revenue growth
(37.5%)
Headline operating
margin performance
(37.5%)
2026 STIP non-financials
(25%) – aligned to our
Elevate28 Strategic
priorities
Long-term incentives
Drives the achievement of long-term strategic priorities,
aids retention and aligns Executive Director and
shareholder interests. Comprises two elements – EPSP
and RSP awards
EPSP awards
– Performance measures may be a mix of market,
financial and non-financial measures
– Three-year performance period
– Two-year holding period
Cindy Rose: 400%
Joanne Wilson: 300%
Performance measures for 2026:
aligned with strategy and are a
mix of market financial, relative
and absolute measures
2026 EPSP awards
performance metrics
1/3 AFCF
1/3 relative TSR
1/6 relative ORG
1/6 ROIC
See page 124 for
further details
RSP awards
– Three-year vesting period
– Two-year holding period
Cindy Rose: 100%
Joanne Wilson: 100%
Performance underpin applies
to any vesting
Shareholding
requirements
Aligns the interests of Executive Directors
and shareholders
Level for an Executive Director set at no less than
the aggregate of one times ongoing EPSP award
opportunity plus two times ongoing RSP award
opportunity
Cindy Rose: 600% of base salary
Joanne Wilson: 500% of base salary
WPP ANNUAL REPORT 2025 102
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
DIRECTORS’ COMPENSATION POLICY
This section of the report sets out the proposed new Directors’ Compensation Policy (‘the Policy’). The Policy will take effect from the date
of the 2026 AGM, subject to approval by shareholders.
REVIEW OF EXISTING POLICY
During the year the Committee undertook an extensive review of the existing Directors’ Compensation Policy, which was approved by
shareholders at the AGM in 2023. The Committee considered the extent to which the existing compensation structure and performance-
related pay remain fit for purpose, as well as how appropriate the compensation opportunity is, from both a market competitive and
internal relativity basis.
The Committee concluded that, as a global business operating in a competitive talent market, changes were needed to ensure our Policy
is fit for purpose and supports the next critical phase of our strategy. The Committee is mindful of both retention of top talent and the
increasing compensation compression at leadership levels.
CONSULTATION WITH SHAREHOLDERS
The Committee Chair consulted extensively with a significant number of our largest shareholders representing c.81% of share ownership
and proxy agencies to seek their views on potential changes to the Policy. This was a valuable exercise in which shareholders provided
thoughtful views and opinions which allowed for a useful and constructive conversation around the challenges and possible solutions.
Overall, the majority of our investors understood the challenges that we face as a global technology and media business in a highly
competitive market and were supportive of the proposed changes. As noted in the Committee Chair’s letter, a number of adjustments
were made in finalising our proposals to reflect investor feedback received, including:
– Removal of proposal to increase the maximum quantum of Executive Performance Share Plan (EPSP) awards
– Reduction in the proposed maximum quantum of Restricted Share (RSP) award
– Introduction of robust performance underpin in relation to the RSP awards, providing that vesting of these awards will be conditional on
the Committee being satisfied that the vesting outcome is consistent with overall Group performance and the shareholder experience.
The Committee will ensure that there is clear disclosure provided to shareholders at the end of the period on the factors considered
before the award is released. The Committee has the power to reduce vesting outcomes (including to nil)
DEVELOPMENT OF OUR FINAL LONGTERM INCENTIVE PROPOSALS
EPSP
400% of base salary
Vesting dependent of
performance against key
metrics over three-year
period; plus two-year
holding period
EPSP
500% of base salary
EPSP quantum increased.
Vesting remains as
before with a three-year
performance plus
two-year holding period
RSP
150% of base salary
RSP – new awards –
vesting on third
anniversary of grant date
– subject to further
two-year holding period
EPSP
400% of base salary
Unchanged from current
policy. We removed
our original proposal
to increase EPSP award
quantum
PRIORITIES ADDRESSED
SECTOR COMPETITIVE
Proposed structure and increased
overall quantum better aligns our
LTI with our sector peers and
improves the competitiveness
of our compensation policy
REWARDS VALUE CREATION
Majority of the LTI opportunity
(80%) is formally linked to metrics
underpinning our strategy and
100% is share price-linked
INTERNALLY ALIGNED
Effective cascade and alignment
throughout senior leadership
STRATEGICALLY ALIGNED
Our performance metrics
are linked to our ambitious
Elevate28 strategy
RSP
100% of base salary
RSP quantum lowered.
Level of vesting on third
anniversary of grant now
subject to a formal
performance underpin.
Vested awards remain
subject to the further
two-year holding period
Current policy
maximum
Original proposal
(proposed policy maximums)
Final proposal
(proposed policy maximums)
LONGTERM INCENTIVES
WPP ANNUAL REPORT 2025 103
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
CHANGES TO DIRECTORS’ COMPENSATION POLICY
The key changes we are proposing are to our long-term incentive structure, to ensure it is competitively positioned in the market. Changes
are proposed to the STIP to align with market practice including a reduction in the proportion mandatorily deferred from 40% to 20%
where shareholding guidelines have been met, and a minor change to allow a modest level of vesting at threshold in line with more typical
market practice. Changes are also proposed to align the minimum shareholding requirements for the Executive Directors with the levels
of their ongoing long-term incentive awards.
Our key Policy changes and how we propose to implement them in 2026 are summarised below:
LONGTERM INCENTIVES
Proposed Policy change How we propose to implement in 2026
Introduction of ability to make Restricted Share Plan (RSP) awards to
Executive Directors
Subject to shareholder approval at the 2026 AGM, RSP awards under
the new Policy of 100% of base salary will be made to the CEO and
CFO in 2026
RSP awards to vest after three years with a further two-year holding period
(replicating the EPSP holding period)
Vesting of RSP awards to be subject to both continued employment and
a performance underpin to be operated by the Committee prior to vesting
to ensure vesting outcomes are consistent with the overall group
performance and the shareholder experience. Vesting outcomes may
be reduced (including to nil)
SHORTTERM INCENTIVE PLAN STIP
Proposed Policy change How we propose to implement in 2026
Minor change to the STIP to allow for a vesting of up to 20% of the
maximum opportunity for the achievement of threshold performance
Subject to approval from shareholders at the 2026 AGM, these
provisions will apply to the operation of the 2026 STIP (for the 2026
financial year) for the Executive Directors
Change to operation of mandatory deferral; when shareholding guidelines
met, the proportion deferred may be reduced from 40% to 20%
SHAREHOLDING REQUIREMENT
Proposed Policy change How we propose to implement in 2026
Change to the determination of the minimum shareholding requirement,
to align the minimum requirement to the aggregate of one times the
ongoing EPSP award opportunity plus two times the ongoing RSP
award opportunity
Subject to shareholder approval of the Policy at the 2026 AGM, this
will apply with effect from that date
This will result in no change to the CEO requirement of 600% of base
salary and the CFO minimum requirement will increase to 500%
of base salary (from 300%)
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ALIGNING PERFORMANCELINKED COMPENSATION WITH STRATEGY
The key performance-linked elements of compensation are the STIP and EPSP. To ensure continued alignment between the performance
metrics of each and our strategic business priorities, in parallel with the Compensation Policy review process and in conjunction with the
strategy review, the Committee undertook a comprehensive review of the performance measures in both the STIP and EPSP, the results
of which were referenced in the Committee Chair’s letter. The significant majority of the compensation opportunity for our Executive
Directors is performance-based and consequently the performance metrics to be used for the 2026 STIP and 2026 EPSP awards were one
of the core areas discussed with investors in our Policy consultation process.
In respect of the 2026 STIP, the Committee agreed that revenue growth and operating margin should continue to be key areas of focus and
that the 2026 financial metrics would be like-for-like revenue less pass-through costs growth and headline operating margin performance
with equal weighting, comprising 75% of the STIP opportunity. The 25% element of the STIP will continue to be based on individual
strategic priorities and, for 2026, will be linked to specific Elevate28 priorities for the individual director.
In relation to the 2026 EPSP awards, the Committee concluded AFCF, relative TSR and ROIC remained appropriate measures to drive
value creation for WPP. However, they agreed two changes were needed. First, to reflect our new strategy and our focus on a return to
competitive growth, a new measure of relative organic revenue growth (ORG) will be introduced with a weighting of 1/6th. Relative ORG
will measure our growth in like-for-like revenue over the three-year performance period relative to that of our global media sector peers
(Dentsu, Havas, Omnicom and Publicis). Second, to strengthen pay for performance alignment relative to our media peers, for the 2026
EPSP awards our relative TSR performance will be measured solely by reference to a global media sector peer group.
These changes reflect both the Committee’s view and feedback from investors during the 2026 Policy consultation process.
The performance measures utilised in both the STIP and EPSP are aligned to our business KPIs. See page 24 for further details.
GUIDING PRINCIPLES
Our Directors’ Compensation Policy is designed in the context of the UK Corporate Governance Code to attract and retain best-in-class
talent and incentivise Directors to deliver the business strategy, thereby producing long-term value for shareholders.
THE WPP DIRECTORS’ COMPENSATION POLICY IS DETERMINED BY THE FOLLOWING GUIDING PRINCIPLES:
PERFORMANCE-DRIVEN
REWARD
Our compensation structure
has a high proportion of
performance-based
variable compensation
COMPETITIVENESS
Director compensation is
designed to attract and retain
best-in-class talent
LONG-TERM ALIGNMENT WITH
SHAREHOLDER INTERESTS
Executive Directors have a large
portion of their compensation
paid in the form of shares as well
as significant share ownership
requirements both during and
post employment
ALIGNMENT TO WPP STRATEGY
AND VALUES
Our incentive plans contain
metrics linked to WPP’s Elevate28
strategy and values. These
measures are regularly reviewed
by the Committee to ensure
continued alignment with
strategy
1 2 3 4
Fixed 16%
STIP 28%
LTI (EPSP & RSP) 56%
Variable pay comprises 84% of
CEO's compensation at maximum
FIXED AND VARIABLE PAY MIX
FIXED AND VARIABLE PAY MIX
Cash-based 33%
Share-based (ESA, EPSP, RSP) 67%
Majority of CEO's compensation
at maximum is equity-based
C
ASH AND EQUITY PAY MIX
CASH AND EQUITY PAY MIX
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The alignment of the metrics of our 2026 STIP and 2026 EPSP awards with our multi-year Elevate28 strategy are set out below.
SHORTTERM INCENTIVE PLAN STIP 2026 FINANCIAL YEAR
Measure Summary Rationale for inclusion
Like-for-like revenue less pass-
through costs growth (37.5%)
A key financial KPI. Like-for-like revenue growth
excludes the impact of currency and acquisitions
Core measures for assessing our progress towards
delivering our Phase 1: Stabilise goals
Headline operating profit margin
(37.5%)
A key financial KPI that measures our profit on
trading activities
Individual strategic objectives
(25%)
Individual objectives will be linked to our Elevate28
strategy in the four areas of: Deliver superior growth
for clients; Becoming a simpler, integrated company;
Unlock the advantage of WPP Open; and Create firm
financial foundations for the future
By linking the individual performance element of the 2026
STIP to the achievement of specific Elevate28 strategic
objectives we ensure strategic alignment
LONGTERM INCENTIVE PLAN
EXECUTIVE PERFORMANCE SHARE PLAN EPSP 2026 EPSP AWARDS
Measure Summary Rationale for inclusion
Adjusted free cash flow (AFCF)
(33.3%)
AFCF measures the cash the business generates over
the three-year performance period
Our aim is to grow the business whilst delivering
improved cash generation. AFCF is a key long-term
measure of our success in this area
Total shareholder return (TSR)
(33.3%)
TSR measures the returns received by our shareholders
over the three-year performance period relative to
those of our global media sector peers
Delivering our strategy will benefit our shareholders
through improved returns. Relative TSR provides a key
measure of our success in generating shareholder value
Relative organic revenue growth
(ORG)
(16.67%)
ORG measures our like-for-like revenue growth relative
to those of our global media sector peers
A key element of our strategy is to deliver organic
growth. Relative ORG will help us measure how
successful we have been in this area
Return on invested capital (ROIC)
(16.67%)
ROIC measures the return (operating profit) made
relative to the invested capital over the final financial
year of the three-year performance period
ROIC will help us measure how efficiently we are
executing our strategy and building firm foundations
OUR STRATEGY ELEVATE28
Deliver superior growth for clients
Become a simpler integrated company
Unlock the advantage of WPP Open
Create firm financial foundations for the future
Strategic objectives
Across all three phases a priority will be to maintain an investment-grade balance sheet
PHASE 1:
Stabilise
(2026)
– Stabilise net new business
performance
–Execute cost-saving
initiatives
– Take portfolio actions to
improve balance sheet
stability
PHASE 2:
Build
(2027)
– Return to organic growth
during 2027 as we benefit
from revised go-to-market
strategy
– Rebuild margins as we
improve execution and
reduce costs
–Reduce leverage
PHASE 3:
Accelerate
(2028 and beyond)
– WPP emerges as simpler
lower cost AI-enabled
business
– Revenue growth
accelerates
–Margins expand
– Cash conversion improves
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REMUNERATION POLICY TABLE FOR THE EXECUTIVE DIRECTORS
The table below summarises the new proposed Policy.
The new proposed Policy reflects the key policy proposals previously set out on page 104. In addition, a number of minor wording changes
have been made throughout to ensure the Policy continues to reflect best practice and align with the principles of good governance whilst
reflecting the global talent market in which WPP operates.
FIXED ELEMENTS
BASE SALARY
Purpose and link to strategy To maintain package competitiveness and reflect skills and experience; to enable recruitment and retention.
Operation Base salary is typically reviewed annually to align with the review cycle of the wider workforce
In reviewing salaries the Committee may consider factors including, but not limited to:
– Salary increases awarded across the Group
– Individual performance
– Levels in other companies of similar size, scope and complexity
Opportunity Increases for Executive Directors will usually be aligned to the wider workforce which will reflect the performance of the
Company, the individual and local economic factors.
Increases above the normal level may be made to take into account special circumstances such as:
– Increase in nature and scope of the role
– To reflect development in a role such as in the case of an Executive Director appointed at a below-market salary
BENEFITS
Purpose and link to strategy To provide a market competitive benefits allowance and other benefits sufficient to enable recruitment and retention
Operation An annual benefits allowance may be provided. The level allowance is set with regard to the individual concerned and
the role they undertake. The Committee has discretion to replace the allowance with direct provision of benefits where
it considers it appropriate.
The Committee has discretion to provide additional benefits where necessary, relevant and cost effective and such expenses
may be grossed up. (This may include, but is not limited to, relocation or recruitment).
Executive Directors may also participate in local salary sacrifice or net pay benefit arrangements on the same terms
as available to other employees locally.
Expenses incurred in the ordinary course of business, which are deemed taxable benefits by the relevant tax authorities,
may also be provided.
Opportunity There is no maximum level of benefits. The level of annual benefits allowance is reviewed periodically to ensure it remains
market competitive and cost effective (excluding relocation benefit).
PENSIONS
Purpose and link to strategy To enable provision for retirement benefits.
Operation Pension is provided by way of a contribution to a defined contribution retirement arrangement, a cash allowance
or a combination of the two. Determined as a percentage of base salary.
Opportunity The maximum pension contribution/cash allowance will normally be in line with those applicable to employees in the country
in which the Executive Director is employed. Contributions for the Executive Directors employed in the UK are in line with the
UK employee contribution rates, currently 10% of base salary.
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VARIABLE ELEMENTS
SHORTTERM INCENTIVE PLAN STIP
The STIP is an incentive plan designed to reward annual performance. The plan makes awards in cash and Executive Share Awards (ESA).
Purpose and link to strategy To drive the achievement of strategic priorities for the financial year and to motivate, retain and reward executives over the
short and medium term; the ESA element of the incentive aligns executives with shareholder interests.
Operation Targets are normally set annually. The Committee determines the extent to which these targets have been achieved at the
end of the year based on performance and has discretion to adjust the formulaic outcome both upwards and downwards
(including to zero) to ensure the outcome reflects underlying Company performance and value creation for shareholders.
Where the shareholding requirement has not been met, normally at least 40% of the STIP award will be delivered in the form
of conditional deferred shares (ESA) which will normally be released after a period of two years.
Where the minimum shareholding requirements have been met, the proportion of STIP deferred may be reduced to 20%.
STIP is subject to the malus and clawback policy as may be amended from time to time.
Opportunity Maximum opportunity:
250% of base salary in respect of a financial year.
Up to 20% of the maximum opportunity will pay out for threshold performance with 100% pay out for achieving stretch targets.
Dividends may accrue on the ESA during the deferral period.
Performance Performance measures and targets are normally reviewed and set annually to ensure continued strategic alignment.
Financial measures typically represent a minimum of 75% of the award; individual strategic or non-financial objectives usually
represent up to 25% of the award. These might include Company-wide priorities, individual performance goals and/or other
individual or Company-wide non-financial objectives.
LONGTERM INCENTIVE PLAN LTIP
PERFORMANCE SHARE AWARDS EPSP AWARDS AND RESTRICTED SHARE AWARDS RSP AWARDS
Awards are made in shares and designed to reward long-term performance. Two types of award may be made; EPSP awards vest
subject to the achievement of certain metrics over a three-year period and continued employment; RSP awards vest subject to
continued employment over a three-year period and a performance underpin.
Purpose and link to strategy To drive the achievement of long-term strategic priorities, to aid retention and to align Executive Director and shareholder
interests over the long term.
Operation EPSP awards comprise a grant of performance share awards which will normally vest subject to both the achievement
of performance conditions and continued employment. The Committee has the discretion to adjust the formulaic outcome
of the award to ensure that vesting reflects underlying Company performance and value creation for shareholders.
An EPSP award normally has a performance period of three years, normally followed by a two-year holding period of the
vested shares.
RSP awards comprise a grant of restricted share awards, which will vest subject to continued employment and the operation
of a performance underpin. The performance underpin requires that prior to vesting, the Committee considers the
performance of the Company over the vesting period and has the ability to reduce the vesting outcome to ensure
it is reflective of Company performance, the business context and shareholder experience.
An RSP award normally has a vesting period of three years, followed by a two-year holding period of the vested shares.
EPSP awards and RSP awards are both subject to the malus and clawback policy as may be amended from time to time.
Opportunity Maximum opportunity:
Total annual EPSP award maximum 400% of base salary in respect of a financial year.
Total annual RSP award maximum 100% of base salary in respect of a financial year.
Dividends may accrue on EPSP awards and RSP awards during their respective performance and vesting periods.
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Performance Vesting of EPSP awards is subject to both the achievement of stretching performance targets and continued employment.
Performance measures and targets are normally reviewed and set annually by the Committee to ensure continued strategic
alignment. These may be a mix of market, financial and non-financial measures.
Threshold performance will normally result in an award of 20% of the award granted and increases to 100% for maximum
performance achievement.
Vesting of RSP awards is subject to both continued employment throughout the vesting period and the performance
underpin. The performance underpin requires that prior to each vesting the Committee may exercise its discretion to adjust
vesting levels (down or to nil) where:
– The vesting outcome does not adequately reflect the underlying financial or non-financial performance of the Group
– The vesting level is not appropriate in the context of circumstances that were unexpected or unforeseen at the point
the awards were granted or
– There exists any other compelling reason why an adjustment to the level of vesting of the award is appropriate to
ensure fairness and alignment with the Company’s performance and shareholder experience
Full details of the EPSP awards and RSP awards including performance targets attached to the EPSP awards in respect of each
year will be disclosed in the relevant Annual Report on Compensation.
SHAREHOLDING REQUIREMENTS
Purpose and link to strategy To align the interests of Executive Directors with shareholders.
Operation Executive Directors and other members of the senior management team are subject to share ownership requirements which
seek to reinforce the WPP principle of alignment of management’s interests with those of shareholders.
Executive Directors are normally required to hold 100% of their shareholding requirement, or their shareholding at the date
of departure, for a period of one year following cessation of employment, reducing to 50% for a second year.
If an Executive Director fails to achieve the required level of share ownership, the Committee will decide what remedial action
or penalty is appropriate. This may involve a reduction in future share awards or requiring the Executive Director to purchase
shares in the market to meet the ownership requirements.
If an Executive Director fails to maintain their shareholding requirement post-employment, this may result in a reduction
of outstanding awards.
Opportunity Executive Directors will each be required to build a minimum shareholding.
The minimum requirement for an individual Executive Director will be set at no less than the aggregate of one times their
ongoing EPSP award opportunity plus two times their ongoing RSP award opportunity.
Executive Directors will ordinarily be permitted a period of seven years from the date of their appointment to achieve the
required level.
NOTES TO THE POLICY TABLE
PLAN RULES
Copies of the various plan rules are available for inspection at the Company’s registered office and head office.
The Directors’ Compensation Policy table for Executive Directors provides a summary of the key provisions relating to their ongoing operation.
The Committee has the authority to ensure that any awards being granted, vested or lapsed are treated in accordance with the plan rules
which are more extensive than the summary set out in the table.
SELECTION OF PERFORMANCE MEASURES
Performance measures are selected by the Committee based on their alignment with strategic priorities and the key metrics used across
the business.
STIP
STIP measures are reviewed annually by the Committee taking into account business performance and priorities. The performance targets
for the STIP are set to incentivise and reward strong, sustainable performance. 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. The Committee will disclose these targets at the end of the relevant performance period in that year’s Annual Report, if these
targets are no longer commercially sensitive.
EPSP
The performance metrics for the EPSP awards are selected to complement the annual STIP measures and capture the longer-term
performance of the Company.
When setting targets, the Committee takes into account a combination of factors including internal forecasts, analysts’ expectations
and historical performance relative to budgets.
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CASCADE TO WPP GROUP PAY POLICY
As well as setting the policy for the Executive Directors, the Committee is also responsible for managing the compensation of the
Executive Committee and the Company Secretary.
Compensation packages for these individuals are typically reviewed annually to align with the Executive Directors and the wider
workforce. As is the case for Executive Directors, the WPP Group pay policy ensures a clear and direct link between the performance
of the Group or relevant operating company and compensation. Substantial use of performance-driven compensation not only ensures
the continued alignment of the interests of shareholders and senior individuals within the Group, but also enables the Group to attract,
retain and motivate the talented people upon whom its success depends.
STOCK PLAN 2018
The WPP plc Stock Plan 2018 is used to satisfy awards under the short-term incentive plans (including ESAs) as well as to grant awards
to management under the WPP Leadership Award programme.
Executive Directors, and other senior management employees, may receive part of their annual bonus entitlement as a deferred share
award (ESA) under the Stock Plan 2018. Executive Directors are ineligible to participate in any other aspect of the management share
award programme, other than in relation to awards granted prior to appointment or in relation to awards granted to buy-out previous
awards on appointment.
WPP PLC SHARE OPTION PLAN
The WPP plc Share Option Plan is an all-employee plan that makes annual grants of stock options to employees with two years of service
who work in wholly-owned subsidiaries. The Plan was approved by shareholders at the 2025 AGM.
The WPP plc Share Option Plan has the capability to make grants of executive share options.
ILLUSTRATIONS OF TOTAL COMPENSATION
The charts below provide an illustration of the potential future total remuneration of the Executive Directors. Four scenarios of potential
outcomes are provided based on the assumptions set out in the notes on the following page. The charts are reflective of the Policy that
is being presented for approval at the 2026 AGM.
COMPENSATION SCENARIO
£’000
Cindy Rose
CEO
Joanne Wilson
CFO
Fixed, consisting of base salary, benefits and pension
Short-term incentives (STIP)
Long-term incentives (EPSP award and RSP award)
50% share price appreciation
£14,193£14,193
£11,068£11,068
£7,818£7,818
£1,693£1,693
Fixed 100%
22% 24% 54%
16% 28% 56%
12% 22% 22%44%
Target
Maximum
Maximum plus
share price
appreciation
£7,326£7,326
£5,806£5,806
£4,134£4,134
£866£866
Fixed
100%
21% 28% 51%
15% 33% 52%
12% 26% 21%41%
Target
Maximum
Maximum plus
share price
appreciation
WPP ANNUAL REPORT 2025 110
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NOTES TO THE COMPENSATION SCENARIO CHARTS
The scenarios in the charts on the previous page have been calculated based on the following assumptions:
Fixed pay Consists of base salary, benefits and pension
Base salary as at 1 January 2026
Pension at 10% of base salary
Target Assumed for the STIP as the midpoint between threshold and maximum
Assumes EPSP award vesting of 60% of maximum
Assumes RSP award vesting of 100%
Maximum excluding any
share price growth
Assumes maximum STIP and maximum EPSP award and RSP award vesting
Maximum including 50%
share price growth
Assumes maximum STIP, maximum EPSP and RSP and 50% share price appreciation on the EPSP and RSP elements
of the package
APPOINTMENTS TO THE BOARD
This section sets out details with respect to the appointment of a new Executive Director to the Board of WPP, whether it is an external
or internal appointment.
FIXED COMPENSATION
Base salary will be set considering a range of factors, including the profile and prior experience of the candidate, internal relativities,
cost and external market data.
Other elements of fixed pay will be set in accordance with the Policy table. The Committee may also provide one-off benefits such
as reasonable relocation expenses and assistance with visa applications. Short-term benefits, such as accommodation following
appointment and tax filing assistance, may also be provided.
ONGOING VARIABLE COMPENSATION
The Committee will seek to pay only that level of reward necessary to recruit the exceptional talent needed to lead such a broad and
diverse global group. The actual level of incentive offered will be in accordance with the Policy limits and will be dependent on the role
and existing package of the candidate.
The Committee retains the discretion to make awards on recruitment, within the Policy limits, to provide an immediate alignment with
the interests of shareholders.
BUYOUT AWARDS
In addition to the above (and outside the Policy limits) the Committee may consider buying-out compensation entitlements that the
individual has had to forfeit by accepting the appointment. This may include the utilisation of the provisions of Listing Rule 9.3.2. The
structure and value of the awards will generally be made on a like-for-like basis and will be informed by the structure and value of those
entitlements being forfeited, unless the Committee consider it not to be practical or appropriate. The performance targets, time horizon
and method of payment will be set in an appropriate manner at the discretion of the Committee and may or may not reflect the vesting,
deferral and holding requirements in the Policy.
TERMS SPECIFIC TO INTERNAL APPOINTMENTS
The Committee can honour any pre-existing commitments if an internal candidate is appointed to the Board.
SERVICE CONTRACTS
Executive Directors’ service contracts are on a rolling basis without a specific end date.
– Executive Directors contracts provide for a notice period of up to 12 months from both parties
– Remuneration terms include base salary, benefits (including benefits allowance), pension, holidays and participation in the short
and long-term incentive plans
– At the Committee’s discretion, the Executive Director’s employment may be terminated by making a payment in lieu of notice of
fixed compensation (base salary, benefits and pension) either in a lump sum or by monthly instalments rather than as a lump sum.
The Committee has the discretion to reduce or stop the monthly instalment payments if alternative employment is taken up or other
remuneration is received for the provision of services during the period when monthly instalments are due. Current Executive Directors’
contracts align to the above
– More detail on the loss of office provisions is included on page 112
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The effective dates and notice periods under the current Executive Directors’ service contracts are shown in this table:
Name Effective from Notice period
Cindy Rose
1 September 2025
12 months
Joanne Wilson
19 April 2023
12 months
The Executive Directors’ service contracts are available for inspection at the Company’s registered office and head office
The contracts are effective from commencement of employment. Cindy Rose commenced employment and became CEO on 1 September 2025; Joanne Wilson commenced employment and was
appointed CFO designate on 19 April 2023, and was appointed CFO on 27 April 2023
LOSS OF OFFICE PROVISIONS
FIXED COMPENSATION ELEMENTS
As noted on page 111, the service contracts of Executive Directors provide for notice to be given on termination.
The fixed compensation elements of the contract will continue to be paid in respect of any notice period. Alternatively, a payment in lieu
of notice (as described on page 111 under ‘Service Contracts’) may be made at the Committee’s discretion. If an Executive Director is
placed on garden leave, the Committee retains the discretion to settle benefits in the form of cash.
The Executive Directors are entitled to compensation for any accrued and unused holiday although, to the extent it is possible and in
shareholder interests, the Committee will encourage Executive Directors to use their leave entitlements prior to the end of their notice
period. Except in respect of any remaining notice period, no aspect of any Executive Director’s fixed compensation is payable on
termination of employment.
VARIABLE COMPENSATION ELEMENTS
The table below summarises the policy on short-term and long-term incentives in certain leaver scenarios. As noted on page 113, the
Committee has the authority to ensure that any awards that vest or lapse are treated in accordance with the plan rules, which are more
extensive than the summary set out in the table below.
STIP – The Executive Directors are entitled to receive their short-term incentive (cash element and/or ESA element) for any
particular year provided they are employed on the last date of the performance period. If they are not employed they
will not receive it unless the Committee decides to award a pro rata bonus in respect of the period worked
ESA
(unvested existing awards)
– Provided the Executive Director is a Good Leaver, awards will vest in full on the normal vesting date subject to their terms.
If the Executive Director is not a Good Leaver, unvested awards will lapse. Good Leaver for these purposes includes leaving
on retirement, ill health, injury or disability, as a result of death in service and other circumstances determined by the
Committee. Generally awards will vest on the date of death. In exceptional circumstances, the Committee may determine
that an award will vest on a different basis
EPSP awards – Provided the Executive Director is a Good Leaver, awards will vest subject to performance to the end of the performance
period and (unless the Committee decides otherwise) time pro-rating. Awards will vest on the normal date. If the Executive
Director is not a Good Leaver, unvested awards will lapse. Good Leaver for these purposes includes leaving on retirement,
ill health, injury or disability, as a result of death in service and other circumstances determined by the Committee
– Generally, awards will vest on the date of death, having regard to the extent to which any performance conditions have
been achieved and any holding period will come to an end (and subject to time pro-rating unless the Committee decides
otherwise)
– Awards will vest immediately on a change of control subject to performance and time pro-rating will be applied (unless the
Committee decides otherwise) unless the outstanding shares are exchanged for equivalent new awards
– In exceptional circumstances, the Compensation Committee may determine that an award will vest on a different basis
RSP awards – Provided the Executive Director is a Good Leaver, awards will vest subject to the operation of the performance underpin
which is applied by the Committee following the end of the vesting period and (unless the Committee decides otherwise)
time pro-rating. Awards will vest on the normal date. If the Executive Director is not a Good Leaver, unvested awards will
lapse. Good Leaver for these purposes includes leaving on retirement, ill health, injury or disability, as a result of death in
service and other circumstances determined by the Committee
– Generally, awards will vest on the date of death, having regard to the operation of the performance underpin, and any
holding period will come to an end (and subject to time pro-rating unless the Committee decides otherwise)
– Awards will vest immediately on a change of control subject to the operation of the performance underpin and time
pro-rating will be applied (unless the Committee decides otherwise) unless the outstanding shares are exchanged for
equivalent new awards
– In exceptional circumstances, the Compensation Committee may determine that an award will vest on a different basis
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OTHER COMMITTEE DISCRETIONS NOT SET OUT ABOVE
Leaver status: the Committee has the discretion to determine an Executive Director’s leaver classification considering the guidance set
out within the relevant plan rules.
Settlement agreements: the Committee is authorised to reach settlement agreements with departing Executive Directors, informed by the
default position set out above, such agreements may include the provision of outplacement support.
Minor amendments to the Policy: the Committee has the discretion to make minor changes to the Policy set out above, for reasons which
may include, but are not limited to, ensure ongoing compliance with regulatory, administrative, tax, exchange control or legal
requirements, without obtaining shareholder approval for that amendment.
Legacy arrangements: The Committee reserves the right to make any remuneration payments and payments for loss of office (including
exercising any discretions available to it in connection with such payments), notwithstanding that they are not in line with the Policy set
out in this report, where the terms of payment were agreed (i) before the Policy came into effect (provided that the commitment to make
the payment complied with any applicable Compensation Policy at the time of the Company at the time it was agreed) or (ii) at a time
when the relevant individual was not a Director of the Company. For these purposes, ‘payments’ includes the satisfaction of awards of
variable remuneration and, in relation to awards of shares, the terms of the payment which are agreed at the time the award is granted.
EXTERNAL APPOINTMENTS
Executive Directors are permitted to serve as non-executives on the boards of other organisations. If the Company is a shareholder in
that organisation, non-executive fees for those roles are waived. However, if the Company is not a shareholder in that organisation,
any non-executive fees can be retained by the office holder.
PAYMENTS AND AWARDS IN EXCEPTIONAL CIRCUMSTANCES
In unforeseen and exceptional circumstances, the Committee retains the discretion to make emergency payments and awards which might
not otherwise be covered by this Policy. This may include the utilisation of the provisions of Listing Rule 9.3.2. The Committee will not use
this power to exceed the recruitment policy limit, nor will awards be made in excess of the limits set out in the Directors’ Compensation
Policy table. An example of such an exceptional circumstances could include the untimely death of a Director, requiring another Director
to take on an interim role until a permanent replacement is found.
MALUS & CLAWBACK POLICY
WPP operates a Malus & Clawback Policy to which certain awards under the Compensation Policy may be subject. The Malus & Clawback
Policy is managed by the Committee who also have the power to amend it from time to time, to ensure, for example, it reflects current
governance and regulatory requirements. The Malus & Clawback Policy applies to awards under the STIP and EPSP together with any
other share awards which may be made, for example on recruitment, and subject to approval of the 2026 Compensation Policy by our
shareholders will also apply to the RSP awards. Circumstances in which the operation of the Malus & Clawback Policy may be triggered
are comprehensive and include actions or failures to act by the participant (covering fraud, misconduct, misbehaviour, non compliance
with internal rules and policies, breach of restrictive covenants, failure to supervise others resulting in a trigger event, inducing others to
breach obligations) together with material risk management or controls failures, significant downturns in financial performance, financial
misstatement which resulted in a greater level of payment or vesting than would otherwise have been the case and any other
circumstance which in the opinion of the Committee justify its operation.
Malus may be operated over the period from the date of grant to the date of vesting. This allow awards which have not yet vested
to be reduced, cancelled or forfeited. Clawback may be operated over the three-year period from vesting. This allows the recovery
of amounts relating to awards which have been settled, including via reducing or lapsing other awards held, deduction from payments
due or direct reclamation. The Committee considers these periods are appropriate given the design of the Group’s incentive arrangements
and business cycle.
WPP ANNUAL REPORT 2025 113
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
DIRECTORS’ COMPENSATION POLICY TABLE CHAIR AND NONEXECUTIVE DIRECTORS
The following table sets out details of the ongoing compensation elements for WPP’s Chair and Non-Executive Directors. No element of
pay is performance-linked. Minor changes have been made including to permit the future potential payment of fees in shares, to ensure
continued alignment with the market and best practice.
Base fees
To reflect the skills, experience
and time required to undertake
the role.
The Chair and Non-Executive Directors receive a ‘base fee’ in connection
with their appointment to the Board.
An overall cap on all non-executive fees,
excluding consultancy fees, will apply
consistent with the prevailing and
shareholder-approved limit in the Articles
of Association.
Additional fees
To reflect the additional time
required in any additional
duties for the Company.
Non-Executive Directors are eligible to receive additional fees in respect
of serving as:
– Senior Independent Director
– Chair of a Board Committee
– Member of a Board Committee
– Consultancy fees in respect of other work that falls outside the remit
of their role for the Company
Additional fees or other payments may be paid to reflect additional
responsibilities, roles or contribution as appropriate.
An overall cap on all non-executive fees,
excluding consultancy fees, will apply
consistent with the prevailing and
shareholder-approved limit in the Articles
of Association.
Consultancy fees will be set on
a discretionary basis, taking account
of the nature of the role and time required.
Fees and Additional fees are typically reviewed annually and consider the
skills, experience and time required to undertake the role, and any additional
duties as well as fee levels in similarly-sized UK companies.
Although Non-Executive Directors currently receive their fees and any
additional fees in cash, the Company may pay part or all of their fees and
any additional fees in the form of shares.
Benefits and allowances
To enable the Chair and
Non-Executive Directors
to undertake their roles.
The Company will reimburse the Chair and Non-Executive Directors for all
reasonable and properly documented expenses incurred in performing their
duties of office.
The Company may provide additional allowance to facilitate the operation of
the Board such as a travel allowance for attendance at international meetings.
In the event that the reimbursement of these expenses gives rise to a personal
tax liability for the Chair or Non-Executive Director, the Company retains the
discretion to meet this cost (including, where appropriate, costs in relation
to tax advice and filing).
The Company may provide additional benefits or cash allowances to the
Chair including, but not limited to, use of car, office space and secretarial
support where considered appropriate and necessary.
Benefits and allowances for the Chair and
Non-Executive Directors will be set at a
level that is appropriate for the performance
of the role.
OTHER CHAIR AND NONEXECUTIVE DIRECTOR POLICIES
LETTERS OF APPOINTMENT FOR THE CHAIR AND NONEXECUTIVE DIRECTORS
Letters of appointment have a one- to two-month notice period and there are no payments due on loss of office.
APPOINTMENTS TO THE BOARD
Letters of appointment will be consistent with the current terms as set out in this Annual Report. The Chair and Non-Executive Directors
are not eligible to receive any variable pay. Fees for any new Non-Executive Directors will be consistent with the operating policy at their
time of appointment. In respect of the appointment of a new Chair, the Committee has the discretion to set fees considering a range
of factors including the profile and prior experience of the candidate and external market data.
SHAREHOLDING
Non-Executive Directors are encouraged to hold shares in the Company. The ownership guideline is to reach a shareholding equal
to one times annual base fee within a three-year period.
WPP ANNUAL REPORT 2025 114
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
ANNUAL REPORT ON COMPENSATION
This section of the report sets out details
of how the Directors’ Compensation Policy
was implemented in 2025.
Payments have been made in accordance
with the current Directors’ Compensation
Policy, approved by shareholders at the
2023 AGM. The information included in this
section has been audited where stated.
GOVERNANCE IN RELATION
TO COMPENSATION
During 2025, there were five scheduled and
ten unscheduled Compensation Committee
meetings. The number of meetings was
higher than usual as a result of the CEO
transition and Directors' Compensation
policy review. A table of Board and
Committee attendance can be found on
page 77 and the detail of key activities
discussed is set out below.
The Committee members have no
personal financial interest (other than as
a shareholder as disclosed on page 127)
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
matter during 2025, during which period no
remuneration-related advice was provided.
Deloitte also provided other advisory
services during the year. Deloitte was
appointed independent advisor to the
Committee in November 2024 following
completion of the final Group audit in
respect of the 2023 financial year and the
transition to our current external auditors.
The Committee is satisfied that no conflict
of interest exists or existed in the provision
of services and that Deloitte was objective
and independent. Deloitte is a member of
the Remuneration Consultants Group and
its Voluntary Code of Conduct is designed
to ensure objective and independent advice
is given to committees.
Fees, chargeable on a time and material
basis, in respect of advice to the Committee
by Deloitte for 2025 were £226,200. Deloitte
attended Committee meetings by invitation.
Deloitte does not have any other connection
to WPP or its Directors. The Committee
also receives external legal advice, where
required, to assist it in carrying out its duties.
Company’s businesses. The terms of
reference for the Compensation Committee
are available on the Company’s website.
ADVISORS TO THE COMPENSATION
COMMITTEE
The Committee invites certain individuals
to attend meetings, including the Chief
Executive Officer, Chief Financial Officer,
the Company Secretary, the Chief People
Officer (who are not present when matters
relating to their own compensation or
contracts are discussed and decided)
and the Global Reward 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 Committee’s external
advisors.
EXTERNAL ADVISORS
The Committee retains Deloitte as its
independent advisor.
Deloitte advised the Committee during
2025 on all aspects of remuneration for
Executive Directors and senior management.
As the former external auditor, Deloitte
provided advice relating to a legacy audit
EXECUTIVE DIRECTOR CHANGES DURING THE YEAR
As referenced in the Committee Chair’s letter, Cindy Rose was appointed CEO on 1 September 2025 and Mark Read stepped down
as CEO and from the Board on the same date. Andrew Scott stepped down as COO and from the Board on 31 December 2025, although
he continues as an employee. Details of Cindy’s compensation arrangements on hire, Mark’s departure arrangements together with details
of the implications for Andrew’s subsisting awards on his stepping down from the Board, are set out below.
CINDY ROSE’S COMPENSATION PACKAGE
Cindy’s compensation package has been determined in accordance with the current shareholder-approved Directors’ Compensation
Policy and is detailed below.
Cindy Rose (Appointed 1 September 2025)
Base Salary – £1,250,000
Benefits Allowance/Benefits – £35,000 per annum
– Cindy is required to work in both the UK and US. To facilitate her work in the US, an apartment is
provided by the Company. Where this is considered a benefit by the relevant tax authorities, it will
be reported as such in our Directors’ Compensation Report, grossed up for the relevant taxes
Pension – Company pension contribution or cash allowance in lieu of pension contribution of 10% of base salary
Short term incentive plan (STIP) opportunity – Up to 250% of base salary; with mandatory deferral into shares (ESA) of at least 40% of total award
Long term incentive opportunity – Executive
Performance Share Plan (EPSP)
– EPSP awards of up to 400% of base salary
As announced on 10 July 2025, Cindy was appointed on a base salary of £1,250,000. The Committee carefully considered the compensation
package on appointment, recognising that while the salary was at a premium to her predecessor, it was required to secure a high-calibre
candidate from the technology sector.
WPP ANNUAL REPORT 2025 115
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
Cindy Rose also received buy-out awards to compensate for the forfeiture of incentive awards from her previous employer. These awards
were determined in accordance with the Policy, such that the structure and value of the awards made were informed by the structure and
value of those entitlements forfeited, and the performance targets, time horizon and method of payment was set in an appropriate manner
by the Committee:
– A cash payment in September 2025 of £856,790 representing the annual cash bonus of £441,000 forfeited at her former employer,
together with forfeited stock awards which would have vested in August 2025 of £415,790
– To compensate for restricted stock awards forfeited at her former employer, a restricted stock award of £5,085,376 vesting quarterly
over the period to September 2030. Further detail of the buy-out share award is provided on page 121
Cindy was also provided with assistance towards her legal and tax-related professional fees in relation to her service agreement and
buy-out arrangements. This amounted to £87,396 and is reported as a benefit in kind in the single figure table.
MARK READ
Mark announced his intention to retire from the Board on 9 June 2025. He stepped down as CEO and retired from the Board on 31 August 2025.
He will be treated as a good leaver for the purposes of his unvested ESA and EPSP awards. Mark continued to work with Cindy to support
the transition and subsequent to this was placed on garden leave on 14 November 2025 for the balance of his notice period, which will end
on 8 June 2026. His compensation arrangements which are in line with the Directors’ Compensation Policy in place at the time, are
summarised below:
Fixed elements of compensation (base salary,
benefits, pension/cash in lieu)
– These will continue to be paid monthly until the cessation of Mark’s employment on 8 June 2026
– Base salary remains £1,155,000, Benefits allowance £35,000 and pension cash in lieu at a rate of 10%
of base salary
Short-term incentive plan (STIP) – Mark remained eligible for the 2025 STIP for the proportion of the 2025 financial year until his garden
leave commenced. As noted on pages 119 and 125 no award was made under the 2025 STIP
– He is not eligible for the 2026 STIP
– Any unvested ESA awards held will vest in full on their usual vesting date
Executive Performance Share Plan (EPSP) – No further awards will be made
– Mark remained eligible for the 2023 EPSP which lapsed in full on 6 March 2026
– In flight 2024 and 2025 EPSP awards will vest subject to both the achievement of performance
conditions and time proration and on their normal vesting dates
Further detail of the payments made to Mark during the financial year after he stepped down from the Board are set out on page 125.
ANDREW SCOTT
In line with the announcement made on 29 August, Andrew stepped down from the Board and from his role as Chief Operating Officer
on 31 December 2025. He remains an employee of WPP, as a result and in accordance with the Policy, Andrew retains his unvested ESA
and EPSP awards.
ACTIVITY DURING THE YEAR
The key activities of the Compensation Committee are set out below. In addition to the specific items outlined, the Committee reviews any
compensation matters relating to the Executive Directors and the Executive Committee, as well as all compensation governance matters.
2025 TIMELINE OF KEY EVENTS AND ACTIVITIES
Q1 Q2 Q3 Q4
– Determined performance
outcomes for 2022 EPSP awards,
including whether adjustments
would be appropriate
– Considered 2024 STIP in the
context of performance during
the year
– Considered appropriate metrics
and targets and set targets for
2025 STIP and 2025 EPSP
– Reviewed and approved 2024
Compensation Committee Report
– Reviewed the Executive
Directors’ base salaries
– Reviewed Executive Committee
base salaries
– Received an update on Executive
Compensation market practice
and landscape
–Directors’ Compensation
Policy review
– CEO succession planning
– Agreement of terms for
departure of former CEO
– Received an update on the wider
workforce providing an overview
of the workforce composition
and compensation of employees
at WPP
– Received a corporate
governance update
– Agreement of terms for
appointment of new CEO
– Consideration of Directors’
Compensation Policy proposals
in advance of initial consultation
– Received a further update on
corporate governance landscape
– Considered performance metrics
for 2026 STIP and EPSP awards
– Received an update on the
shareholders’ initial consultation
in respect of proposed changes
to Directors’ Compensation Policy
– Reviewed proposed Directors’
Compensation Policy changes
in context of feedback from
initial consultation
To learn more, see wpp.com/about/corporate-governance
WPP ANNUAL REPORT 2025 116
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
STATEMENT OF SHAREHOLDER VOTING
The result of the shareholder vote at the Company’s 2025 AGM in respect of the 2024 Compensation Committee Report and at the 2023
AGM in respect of the Directors’ Compensation Policy is set out below:
Voting outcome for 2024 Compensation Committee Report at the 2025 AGM
Votes for Votes against Votes cast Votes withheld
Resolution Number % Number % Number Number
To approve the
Compensation
Committee Report
825,469,085 87.00 123,294,722 13.00 948,763,807 163,607
Voting outcome for 2023 Directors’ Compensation Policy at the 2023 AGM
Votes for Votes against Votes cast Votes withheld
Resolution Number % Number % Number Number
To approve the
Compensation Policy
827,195,868 91.60 75,887,013 8.40 903,082,881 185,601
2025 COMPENSATION
The decisions made with respect to 2025 compensation were made in line with the 2023 Directors’ Compensation Policy, approved
by shareholders at the AGM in 2023.
EXECUTIVE DIRECTORS’ TOTAL COMPENSATION RECEIVED AUDITED
Single total figure of compensation.
Base
salary
£000
Benefits
£000
Pension
£000
Total
fixed
£000
Short-term incentive
Long-term
incentive
£000
Other –
Previous
employer
buy-outs
2
£000
Total
variable
£000
Total annual
compensation
£000
Cash
£000
Deferred
£000
Cindy Rose
1
2025 417 165 42 624 – 261 – 5,942 6,203 6,827
Joanne Wilson 2025 760 36 76 872 – 190 – 190 1,062
2024 750 32 75 857 405 270 318 993 1,850
Andrew Scott
3
2025 745 36 75 856 – – – – 856
2024 735 32 73 840 330 220 680 1,230 2,070
Mark Read
4
2025 770 26 77 873 – – – – 873
2024 1,140 38 114 1,292 682 455 1,372 2,509 3,801
1
Cindy Rose was appointed CEO on 1 September 2025. This table shows her compensation from her appointment as an Executive Director to 31 December 2025. Prior to her appointment
as CEO Cindy served as a Non-Executive Director and details of her fees whilst holding this office from 1 January to 31 August 2025 are shown in the table on page 125
2
Cindy Rose received buy-out awards to compensate for the loss of incentive awards at her previous employer. This comprised cash of £856,790, and a buy-out restricted share award which will vest
quarterly over the period to 30 September 2030. As required by the reporting regulations, the full value of Cindy’s buy-out share award of £5,085,376 is required to be reflected in this financial year.
Further details are set out in the Supplementary disclosure below and on page 121
3
Andrew Scott stepped down from the Board on 31 December 2025. He remains an employee of the Group
4
Mark Read stepped down as CEO and from the Board with effect from 1 September 2025 and will cease employment on 8 June 2026 at the end of his notice period. His compensation shown above
reflects the period to 31 August 2025, whilst he was an Executive Director. Details of the payments he received in the period 1 September to 31 December 2025 are reported under Payments to past
directors on page 125
SUPPLEMENTARY DISCLOSURE IN RESPECT OF CINDY ROSE’S 2025 COMPENSATION
The single figure table above reflects the statutory basis of disclosure. However the table below sets out Cindy Rose’s 2025 compensation,
reflecting under “Other – Previous employer buy-outs” only the elements of the buy-out awards which were received or vested in 2025.
The unvested tranches of Cindy’s buy-out restricted share award which are due to vest over the next five financial years (2026 to 2030),
have been excluded. (Further details of Cindy’s buy-out restricted share award are set out on page 121).
Base
salary
£000
Benefits
£000
Pension
£000
Total
fixed
£000
Short-term incentive
Long-term
incentive
£000
Other –
Previous
employer
buy-outs
1
£000
Total
variable
£000
Total annual
compensation
£000
Cash
£000
Deferred
£000
Cindy Rose 2025 417 165 42 624 – 261 1,250 1,511 2,135
1
“Other – Previous employer buy-outs” represents the aggregate of the buy-out cash payments of £856,790 made in 2025 plus the grant value of the tranche of the buy-out restricted share award
which vested in December 2025 of £392,858
WPP ANNUAL REPORT 2025 117
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
FIXED ELEMENTS OF COMPENSATION AUDITED
BASE SALARY
Effective date
of salary review
Increase made
%
Annual base
salary from
1 July 2025
£000
Base salary
received in
2025
£000
Cindy Rose
1
1 September 2025 n/a 1,250 417
Joanne Wilson 1 July 2025 0.0 760 760
Andrew Scott 1 July 2025 0.0 745 745
Mark Read
1
1 July 2025 0.0 1,155 770
1
For Cindy Rose and Mark Read the amounts of base salary received are for their respective periods in office as Executive Directors during 2025 (from 1 September 2025 and
to 31 August 2025 respectively)
The base salaries of Mark Read, Joanne Wilson and Andrew Scott were reviewed in May 2025 in line with a salary review which took place
throughout the company. Having regard to the shareholder experience and wider commercial context, and the approach taken for the
wider workforce, the Committee decided it was not appropriate to increase the Executive Directors’ base salaries during 2025.
BENEFITS
2025 Benefits
Benefits
allowance
£000
Board meeting
attendance
1
£000
Other
£000
2025 Total
Benefits
£000
Cindy Rose
2
12 2 151
3
165
Joanne Wilson 30 6 36
Andrew Scott 30 6 36
Mark Read
2
23 3 26
1
Amounts shown reflect the gross value of expenses related directly to attendance at Board meetings and deemed to be taxable benefits by the UK tax authorities
2
For Cindy Rose and Mark Read the amounts shown are for their respective periods in office as Executive Directors during 2025 (from 1 September 2025 and to 31 August 2025 respectively)
3
Other comprises the taxable benefit associated with the provision of an apartment in New York to facilitate the CEO’s dual location role of £64k, and one-off benefits associated with assistance
towards professional fees in connection with her service agreement and buy-out arrangements of £87k
PENSION
Executive Directors’ pension provisions are aligned with
the wider UK workforce at 10% of base salary. In 2025
Cindy Rose, Mark Read and Andrew Scott received their
pension allowance as a cash payment, Joanne Wilson
received hers as a combination of company pension
contribution and cash payment.
2025
Benefits
£000
Cindy Rose
1
42
Joanne Wilson 76
Andrew Scott 75
Mark Read
1
77
1
The amounts shown for Cindy Rose and Mark Read are for their respective periods in office during 2025
(from 1 September 2025 and to 31 August 2025 respectively)
WPP ANNUAL REPORT 2025 118
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
SHORTTERM INCENTIVE AUDITED
2025 STIP OUTCOME
2025 STIP
Financial
2025 STIP
Individual
2025 STIP
Total
2025 STIP
Award
Actual
outcome (%)
(out of 75%)
Actual
outcome (%)
(out of 25%)
Actual
outcome (%)
(out of 100%)
Maximum
bonus
(% of base
salary)
Actual
2025 STIP
(% of base
salary)
Total
£000
Cash element
(0%)
£000
Deferred (ESA)
element
(100%)
1
£000
Cindy Rose
2
0.00 25.00 25.00 250 62.50 261 – 261
Joanne Wilson 0.00 10.00 10.00 250 25.00 190 – 190
Andrew Scott 0.00 0.00 0.00 200 0.00 –––
Mark Read
2
0.00 0.00 0.00 250 0.00 –––
1
Executive Share Awards (ESAs) are made over WPP shares and are expected to be granted in early May 2026. They will vest, subject to continued employment, in March 2028. Under the Policy
a maximum of 60% of a STIP Award may be made in cash and a minimum of 40% of a STIP Award must be made as an ESA
2
For Cindy Rose and Mark Read the amounts shown for the 2025 STIP in the table above are also prorated for their respective periods in office during 2025 (from 1 September 2025 (122 days) and
to 31 August 2025 (243 days) respectively)
The 2025 STIP amounts earned by the Executive Directors in respect of performance during 2025 are set out above. Performance against
the STIP financial objectives was below threshold. Performance against the 2025 STIP individual strategic objectives was assessed as
outlined below. As permitted under the Policy, in making the 2025 STIP Awards, the Committee decided that the full amount would be in
the form of an Executive Share Award (ESA) over ordinary shares, which will vest in March 2028, subject to continued employment, and no
cash element was awarded. Typically under the Policy, where a STIP Award is made, 60% is delivered in cash and 40% deferred as an ESA.
The STIP is non-pensionable.
PERFORMANCE AGAINST 2025 FINANCIAL OBJECTIVES 75% OF AWARD
The financial bonus targets and outcomes for the year are set out in the table below. Performance against all financial objectives
is calculated on a ‘like-for-like’ basis other than headline operating margin, which is calculated on a constant currency basis.
Measure
Weighting
(as portion of
financial element)
Threshold
(0% payable)
Target
(50% payable)
Maximum
(100% payable)
Actual
performance
% of award
achieved
Headline operating margin improvement
1/2
0.0% 0.1% 0.2% -1.8% 0.0
Like-for-like revenue less pass-through costs growth
1/2
0.0% 0.6% 2.0% -5.4% 0.0
Total achieved (out of 75% maximum) 0.0
PERFORMANCE AGAINST 2025 INDIVIDUAL STRATEGIC OBJECTIVES 25% OF AWARD
Non-financial performance priorities were set in early 2025 for Joanne Wilson, Andrew Scott and the then CEO, Mark Read, and for the
new CEO, Cindy Rose, shortly following her appointment. The Committee assessed performance of each of the individual Executive
Directors (and the former CEO) against these priorities in 2025 holistically and in the context of the wider business performance.
It determined an award of 25.0% for Cindy Rose and an award of 10.0% for Joanne Wilson out of a maximum of 25% were appropriate.
In respect of the outgoing Executive Directors, Andrew Scott and Mark Read, the Committee recognised their contribution, including the
delivery of a proportion of non-financial objectives, however after due consideration, given the outcome against the STIP financial metrics,
the performance of the Company and the wider stakeholder experience, the Committee determined it was not appropriate for any 2025
STIP award to be made based on non-financial performance. A summary of the key individual 2025 STIP priorities for Cindy and Joanne are
summarised below.
CINDY ROSE NONFINANCIAL PERFORMANCE
Area Performance from 1 September 2025
Strategy
This has been Cindy’s main focus since joining. She has led a critical review of the business and the development
and launch of our Elevate28 business strategy (launched 26 February 2026)
Business transformation and
simplification
Review of existing structures and substantial finalisation of plans (and implementation of some elements) to become
a simpler more integrated company under our Elevate28 strategy
Data & technology
Full integration of and deployment of Open Intelligence into WPP Open
Secured a five-year extension to our partnership with Google; and expanded our partnership with Adobe
Further developed WPP Open with launch of WPP Open Pro (self-service) and Agent Hub (internal app store for AI agents)
Clients/New business
Re-orientation of our go-to-market around a more integrated client proposition with media and data at the core.
Client Solutions Architects and Growth teams established to cross sell services more effectively and integrate new
business capabilities
Improved performance in Q4 2025 in securing new business. A number of major new client wins and retentions
(including with the UK government) and expansion and consolidation of major key global accounts (including Reckitt,
Henkel and Kenvue)
Leadership team
Refreshed the Executive Committee and wider leadership teams to ensure the right talent in place to lead delivery
of the Elevate28 strategy
Total achieved (out of 25%
maximum)
The Committee and Board considered Cindy had made an exceptional start
25.0%
WPP ANNUAL REPORT 2025 119
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
JOANNE WILSON NONFINANCIAL PERFORMANCE
Joanne's non-financial objectives comprised both collective (15%/25%) and personal (10%/25%) priorities. Her personal priorities
are shown below.
Area 2025 Performance
Capital Markets
Delivered a highly successful €1 billion bond issue to refinance the September 2026 maturity, securing tight pricing
supported by a 2.9 times oversubscribed book. The transaction reinforced market confidence in WPP and enhanced
the Group's long-term funding resilience
Business transformation and
simplification
Restructuring costs significantly reduced year-on-year and were below the budgeted level for the year
ERP road map on track
Disciplined approach to cost savings resulting in a reduction of 8.3% in headline operating costs
Continued focus on operational efficiencies with Shared Service Centre optimisation progressed and Global Finance
target savings on track
Data and technology
Increased investment in WPP Open together with reallocation of central overhead spend
Groundwork established for future gains in operational efficiencies through increased use of WPP Open and AI
Total achieved
(out of 25% maximum)
The Committee considered Joanne had performed strongly against her personal non-financial priorities
10.0%
2024 ESAS GRANTED IN 2025 AUDITED
The deferred ESA element of the 2024 STIP (which was earned in respect of the 2024 financial year) was granted over ordinary shares
in May 2025. The awards are subject to no further performance conditions, other than continued employment, and are expected to vest
in March 2027.
Number of
shares awarded
Face value at
date of grant
1,2
£000
Joanne Wilson 46,667 269
Andrew Scott 38,015 219
Mark Read
3
78,664 454
1
Face value is the value of the ESA element of the 2024 STIP awards and the number of shares awarded is calculated based on the closing share price on the day preceding the date of award
2
The awards were granted on 7 May 2025; the share price immediately preceding the date of award was £5.782
3
Mark Read was in office as an Executive Director at the date of award
LONGTERM INCENTIVES AUDITED
VESTING OF 2023-2025 EPSP AWARD
Vesting of the 2023 EPSP award was dependent on performance against three measures, all assessed over a three-year period:
– Average ROIC
–Cumulative AFCF
– WPP’s relative TSR, measured against two peer groups each carrying equal weighting. A sector peer group comprising Dentsu,
Interpublic, Omnicom and Publicis and the FTSE 100 peer group. Each peer carries an equal weighting. Measurement is performed
on a local and common currency basis
The performance against all metrics was below threshold for the performance period, resulting in zero vesting of the 2023 EPSP awards
which lapsed in full on 6 March 2026.
Performance measure Weighting
Threshold
(20% vesting)
Maximum
(100% vesting) Actual
% of maximum
achieved
ROIC
1
/
3
17.5% 19.5% Below threshold, 16.1% 0.0
AFCF
1
/
3
£3,500m £4,500m Below threshold, £2,955m 0.0
Relative TSR FTSE 100 peer group (common currency)
1
/
3
Median Upper decile
Below threshold
0.0
Relative TSR Sector peer group (common & local currency) Below threshold
Total vesting (% of maximum) 0.0
Number of
shares awarded
Number of
shares awarded
lapsed
1
Total number of
shares vesting
Joanne Wilson 240,645 (240,645) –
Andrew Scott 224,339 (224,339) –
1
The 2023 EPSP awards lapsed in full on 6 March 2026. The 2023 EPSP award held by the former CEO, Mark Read also lapsed in full on this date, see page 125
WPP ANNUAL REPORT 2025 120
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
ADDITIONAL SHARE AWARD BUYOUT AWARD
Cindy Rose received a buy-out restricted share award to compensate for the forfeiture of restricted share awards at her previous employer
(which carried no performance conditions). This award was determined in accordance with the Policy and the nature and time horizon of the
awards forfeited. Shares subject to the buy-out share award will vest quarterly over the period to September 2030 as summarised below.
Face value at grant
1
£000
Number of
shares awarded Date of grant Year of vesting Quarterly vest dates within year Total number of shares
5,085 1,137,233 8 September 2025
2025 December
2
87,854
2026
March, June,
September, December
433,725
2027 264,854
2028 198,141
2029 111,495
2030 March, June, September 41,164
Dividend equivalents do not accrue on the award.
1
Face value at grant is calculated using the average closing price of a WPP ordinary share over the three-month period preceding the date of grant of £4.4717
2
The quarterly vest of 87,854 shares in December 2025, resulted in 1,049,379 shares outstanding in relation to this award at 31 December 2025 as reported on page 127
The forfeited awards and the buy-out award to be granted were each valued using the three-month average share price over the period
immediately prior to the date of grant and translated using a three-month average exchange rate over the same period.
The buy-out award was granted as a conditional award under the EPSP. Vesting of the award is subject to continued employment. Malus
and clawback provisions apply.
As the buy-out share award carries no performance conditions, the full value is reflected in the 2025 Single total figure of compensation
table (see page 117).
GRANTING OF 20252027 EPSP AWARDS
In 2025, the Executive Directors were granted awards under the EPSP as approved by shareholders in 2020. Each year prior to the grant
of the EPSP awards the Committee carefully considers the performance metrics and targets to be used. The Committee concluded that for
the 2025 EPSP awards, ROIC, AFCF and relative TSR continued to be appropriate metrics. The targets for each of the metrics for the 2025
EPSP awards were set based on detailed medium-term financial plans and robust modelling, with reference to analyst consensus estimates.
Definition of measure
ROIC
(Return on invested capital)
Final year ROIC in the performance period calculated as:
Headline operating profit/Invested capital
Where invested capital =
(Opening net assets + closing net assets)/2
+ average net debt
+ average lease liabilities (opening lease liabilities + closing lease liabilities)/2
AFCF
(Adjusted free cash flow)
A cumulative AFCF for each of the three years in the performance period. Adjusted free cash flow is
calculated as cash generated by operations plus dividends received from associates, interest received,
investment income received and proceeds from the issue of shares, less interest and similar charges
paid, dividends paid to non-controlling interests in subsidiary undertakings, repayment of lease
liabilities (including interest) and purchases of property, plant and equipment, and purchases of other
intangible assets over the course of the performance period.
Relative TSR
(Total shareholder return)
TSR performance will be calculated, both on a common and local currency basis, by reference to two
peer groups each carrying equal weighting, as illustrated below:
Sector peer group 50% weighting Dentsu, IPG, Omnicom, Publicis and Havas from
the date of completion of the IPG Omnicom
merger (all peers equally weighted)
FTSE 100 peer group 50% weighting Constituents of the FTSE 100 at the start of the
performance period, excluding financial services,
natural resources and utilities
WPP ANNUAL REPORT 2025 121
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
The table below summarises the awards granted and the performance conditions against which participants will be measured.
Awards granted in 2025
Basis and level of award
(% of salary)
Number of
shares awarded
1
Face value at date of grant
2,3
£000
Joanne Wilson 300 361,617 2,279
Andrew Scott 300 354,480 2,235
Mark Read
4
390 714,432 4,504
1
The awards are granted in the form of nil cost options which are exercisable for the period of three months from the date of vesting
2
Face value is calculated based on the five-day average share price preceding the date of award
3
The awards were granted on 12 March 2025; the five-day average share price preceding the date of award was £6.305
4
Mark Read was an Executive Director on the date of grant, 12 March 2025, accordingly his grant is reported
Performance measure ROIC AFCF Relative TSR
Weight One-third One-third One-third
Nature Final Year Cumulative Relative to peers
Performance zone (threshold to maximum) 16.75%-19.25% £3,000m-£4,000m Median to upper decile
Payout For performance below threshold there is nil vesting. 20% vesting occurs at threshold performance and
increases on a sliding scale basis to 100% vesting at maximum
Performance period 1 January 2025 to 31 December 2027
Holding period 1 January 2028 to 31 December 2029
MALUS & CLAWBACK PROVISIONS
WPP’s Malus & Clawback Policy applies to awards under the STIP and EPSP together with any other share awards which may be made,
for example on recruitment. The Policy is managed by the Committee. Circumstances in which the operation of the Policy may be
triggered are comprehensive and include where there is evidence of fraud or misconduct by a participant, or a material financial
misstatement which resulted in a greater level of payment or vesting than would otherwise have been the case. Further details are
provided on page 113.
Malus may be operated over the period from the date of grant to the date of vesting. This allows awards which have not yet vested to be
reduced, cancelled or forfeited. Clawback may be operated over the three-year period from vesting. This allows the recovery of amounts
relating to awards which have been settled, including via reducing or lapsing other awards held, deduction from payments due or direct
reclamation. The Committee considers these periods are appropriate given the design of the Group’s incentive arrangements and
business cycle.
The operation of the Malus & Clawback Policy was not triggered in the current financial year.
WPP ANNUAL REPORT 2025 122
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
ALIGNING PAY AND PERFORMANCE
As set out in the Directors’ Compensation Policy, the Committee’s objective is to align variable compensation with the key strategic
priorities of WPP, maximising the link between pay and performance.
The following graph and table demonstrate the relationship between pay and performance over the last ten years for the CEO. The graph
shows WPP’s performance against both the performance of the FTSE 100 and FTSE 250 over the ten-year period to 31 December 2025.
TSR is rebased to £100 from 1 January 2016 to show the value of a hypothetical £100 holding. The FTSE 100 has been included as a comparator
as the company was a constituent member of the index for the vast majority of the period and became a member of the FTSE 250 index
in December 2025. With respect to 2018 and 2025, the pay for both the current and previous CEO is included separately.
HISTORICAL TSR PERFORMANCE
1
WPP
FTSE 100
FTSE 250
£
£
£
2019
20212018
201720162015
2020 2022 20242023
0
25
50
75
100
125
150
175
200
225
250
2025
£32
£170
£232
£2
3
2
£232
0
25
50
75
100
125
150
175
200
225
250
Source: Datastream
2016 2017
2018
MSS
3
2018
MR
3
2019 2020 2021 2022 2023 2024
2025
(MR)
4
2025
(CR)
4
CEO total compensation (£000)
2
48,148 13,930 3,085 965 2,594 1,136 3,799 6,682 4,498 3,801 873 6,827
Short-term incentive award
against maximum (%) 600030550100 89 4639025
Long-term incentive award
against maximum (%) 100 73 33 33 15 5 0
2018: 0
2020: 67
2019: 0
2021: 67 49 0N/A
1
Growth in the value of a hypothetical £100 holding over ten years versus the FTSE 100 and FTSE250 based on one-month average of trading day values
2
Calculated based on the methodology used for disclosing compensation in the single figure of compensation table
3
Sir Martin Sorrell (MSS) left the Company on 14 April 2018; Mark Read (MR) was appointed as Chief Executive Officer effective 3 September 2018
4
Mark Read stepped down as Chief Executive Officer on 31 August 2025 and Cindy Rose was appointed as Chief Executive Officer effective 1 September 2025
WPP ANNUAL REPORT 2025 123
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
SHORTTERM INCENTIVE WEIGHTINGS AND MEASURES FOR 2026
As set out on page 97 the Committee reviewed the performance measures for 2026 to ensure continued alignment with the Company's
Elevate28 strategy. The Group financial measures, in line with the Policy, will continue to have a 75% weighting. The focus on revenue
growth and operating margin will be maintained, and the two financial metrics will be like-for-like revenue less pass-through costs growth
and headline operating margin performance with equal weighting given to each to reinforce our focus on driving profitable growth.
The non-financial performance (25% weighting) of the 2026 STIP opportunity will be based on specific individual objectives linked
to our Elevate28 strategy.
The Committee is of the view that the specific 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, as has been done in previous years.
EPSP MEASURES AND TARGETS FOR 2026
As outlined on page 97 the Committee reviewed the performance measures for the 2026 awards to ensure continued alignment with
the Company’s Elevate28 strategy. As a result, a new relative organic revenue growth (ORG) measure has been introduced; the relative TSR
measure has been adjusted to focus on relative media sector performance only and the weightings of the metrics have been rebalanced.
Further details of these measures are set out below. The new relative ORG measure is introduced to reflect our focus on a return to
competitive growth versus peers and will measure our growth in like-for-like revenue, relative to that of our direct sector peers (Dentsu,
Havas, Omnicom, Publicis). The Committee carefully considered the calibration of the targets within this new metric, to ensure they drive
our ambition to return to an industry-leading position of growth while being sufficiently incentivising, recognising our current relative
position and the scale of transformation required. In light of our current position as lowest in the peer group and the level of stretch in
moving to the next rank in the group, an element of the EPSP award will vest for each relative step improvement in competitive growth
versus direct sector peers. The relative TSR peer group includes direct sector peers (Dentsu, Havas, Omnicom, Publicis) and the World
Media DS Agencies as a single constituent – this index was considered the most relevant given it includes direct sector peers as well
as a range of companies across Europe, US and Asia. All TSR peer group constituents are equally weighted. These changes reflect both
the Committee's view and feedback from investors during the 2026 Policy consultation process. Targets will be kept under review for
future awards.
The table below shows the measures and targets against which performance will be assessed for the awards to be granted in 2026.
The metrics and targets for the 2026 EPSP awards were agreed by the Committee prior to grant and were set following a robust
target-setting process involving consideration of our detailed medium-term financial plans, financial modelling and reference to analyst
consensus estimates.
The Committee considers the measures and targets set to be appropriate and challenging given the wider business context.
Performance measure AFCF Relative TSR ROIC Relative ORG
Weight One-third One-third One-sixth One-sixth
Nature Cumulative Relative to sector peers Average Relative to key competitors
Performance zone (threshold to maximum) £2,000m – £3,000m Median to upper quartile 15.0% – 21.0% 4th to 1st position
Payout For performance below threshold there is nil vesting. 20% vesting
occurs at threshold performance and increases to 100% vesting
at maximum
For below 4th position, nil
vesting; at 4th position,
(threshold performance) 20%
vesting, incremental stepped
increases to 100% at 1st
position
Performance period 1 January 2026 to 31 December 2028
Holding period 1 January 2029 to 31 December 2030
NONEXECUTIVE DIRECTORS’ FEES
Non-Executive Directors’ fees are reviewed annually by the Chair and Executive Directors to ensure the fees remain market competitive
and reflect the responsibilities and time commitment of the role. No changes were made during 2025. The fees which have applied during
2025 and those effective on 1 January 2026 are shown in the table below.
Effective date
1 January
2026
1 January
2025
£000 £000
Chair of the Board 575 575
Non-Executive Director 90 90
Senior Independent Director 40 40
Chair of Audit or Compensation or Sustainability Committee
40 40
Chair of Nomination and Governance Committee
1
15 15
Member of Audit or Compensation Committee 20 20
Member of Nomination and Governance or Sustainability Committee 15 15
1
The Nomination and Governance Committee is chaired by Philip Jansen as part of his role as Chair, no additional fee is paid
WPP ANNUAL REPORT 2025 124
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
NONEXECUTIVE DIRECTORS’ TOTAL COMPENSATION RECEIVED AUDITED
The single figure table below details the value of fees and taxable benefits received by the Non-Executive Directors during 2025 while they
held a position on the Board.
Fees
£000
Benefits
2
£000
Total
£000
2025 2024 2025 2024 2025 2024
Philip Jansen, appointed 16 September 2024
1
575 37 56 1 631 38
Angela Ahrendts 160 153 53 39 213 192
Simon Dingemans 110 108 6 4 116 112
Sandrine Dufour
150 148 11 7 161 155
Tom Ilube 145 140 11 6 156 146
Cindy Rose
3
83 120 6 9 89 129
Keith Weed 133 128 9 10 142 138
Jasmine Whitbread 145 140 10 12 155 152
Dr. Ya-Qin Zhang
105 100 8 9 113 109
1
Philip Jansen was appointed to the Board on 16 September 2024 and assumed the role of Chair on 1 January 2025 following Roberto Quarta’s retirement
2
Benefits include expense reimbursements for travel, accommodation and subsistence for attendance at Board meetings during the year and include the grossed-up cost of UK tax and national
insurance paid by the Company on behalf of the Directors where applicable
3
Cindy Rose was appointed Chief Executive Officer on 1 September 2025. The amounts shown reflect the fees and benefits received in her capacity as Non-Executive Director to 31 August 2025
PAYMENTS TO PAST DIRECTORS AUDITED
The payments made to Mark Read in the financial year, in the period from the time he ceased to be an Executive Director
on 1 September 2025 to 31 December 2025 are summarised below:
Base salary: There was no change to Mark’s annual base salary in this period. He received a total of £385,000.
Pension: An amount of 10% of base salary of cash in lieu of pension contribution continued to be paid in this period. This amounted
to £38,500.
Benefits allowance: The annual benefits allowance continued to be paid. The total value of benefits received in the period was £11,667.
STIP 2025: Mark remained eligible for the 2025 STIP in the period from 1 September until the commencement of his garden leave
on 14 November 2025. As detailed in the Committee Chair’s letter and the STIP section on page 119, the 2025 STIP financial performance
outcome was below threshold and whilst the Committee recognised Mark’s contribution, given the outcome against the STIP financial
metrics, the performance of the Company and the wider stakeholder experience, it determined no award should be made based on
non-financial performance. Consequently, no 2025 STIP is attributable to this period.
2023 EPSP: As outlined on pages 116 and 120 the vesting of Mark’s 2023 EPSP award, on the usual vesting date, was subject
to the achievement of performance conditions all of which were below threshold. Accordingly his 2023 EPSP award lapsed in full
on 6 March 2026.
Mark Read’s employment is due to cease on 8 June 2026.
No other payments were made to any other past directors during the financial year.
PAYMENTS FOR LOSS OF OFFICE AUDITED
No payments were made to directors in connection with loss of office in the financial year.
WPP ANNUAL REPORT 2025 125
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
EXECUTIVE DIRECTORS’ INTERESTS AUDITED AND SHAREHOLDING REQUIREMENTS
Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Other than as disclosed in this
table, 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 Employee Share Ownership Plan
Trusts (ESOPs). More specifically, the Executive Directors have potential interests in shares related to the outstanding awards under the
EPSP and outstanding ESAs. As at 31 December 2025, the Company’s ESOPs (which are entirely independent of the Company and have
waived their rights to receive dividends) held in total 277,825 shares in the Company (39,769 at 31 December 2024).
Shareholding requirements
Director
Total
beneficial
interest
1
Shares without
performance
conditions
(unvested)
2
Share/option
awards with
performance
conditions
(unvested)
3
Total
unvested
shares
Shareholding
requirement as a
% of base salary
Actual share
ownership as a
% of base salary
6
Commentary on
progress
Cindy Rose At 31 December 2025 104,480 1,049,379 0 1,049,379
600% 26%
To be met by
2032
At 12 March 2026
4,5
201,180 961,108 0 961,108
Joanne Wilson At 31 December 2025 65,981 70,186 914,850 985,036
300% 27%
To be met
by 2030
At 12 March 2026
4,5
92,547 46,667 674,205 720,872
Andrew Scott At 31 December 2025 933,262 67,475 885,070 952,545
300% 386% Met
Mark Read At 1 September 2025 1,126,328 142,133 1,782,769 1,924,902
600% 409% Not met
1
Beneficial interests in shares include, where relevant, interests of connected persons (as defined in s.96B(2) of the Financial Services and Markets Act 2000)
2
For Cindy Rose, these relate to the unvested tranches of her Buy-out award (see page 121 for further details). For Joanne Wilson, Andrew Scott and Mark Read, these relate to the 2023 and 2024 ESAs
under the deferred element of the STIP. Additional dividend shares will be due on vesting of the ESAs
3
These relate to the maximum number of shares due on vesting pursuant to outstanding EPSP awards and buy-out awards with performance conditions. All EPSP awards currently held by the
Directors have been made in the form of nil cost options which are exercisable for the period of three months following the date of vesting. No vested but unexercised nil cost option EPSP awards
were held by the Executive Directors at 31 December 2025 or 12 March 2026. On 14 March 2025, Mark Read exercised nil cost options over 216,351 shares, resulting in a gain of £1,371,665 and
Andrew Scott exercised nil cost options over 107,214 shares resulting in a gain of £679,736. These were both in respect of the 2022 EPSP which vested on 14 March 2025 and was reported in the 2024
Annual Report. The aggregate gain on exercise was £2,051,401
4
Movements to 12 March 2026 reflect the lapsing of the 2023 EPSP awards (see page 120) and vesting of the 2023 ESA for Joanne Wilson and a quarterly tranche vesting of the Buy-out award made to
Cindy Rose in connection with the buyout of awards from her former employer (see page 121)
5
Total beneficial interests calculated at the last practicable date for this Annual Report
6
Actual share ownership as a percentage of base salary is calculated at 31 December 2025 using the average share price over the two months prior to 31 December 2025, other than for Mark Read,
where the average share price over the two-month period prior to 1 September 2025, when he stepped down as an Executive Director, is used
As detailed in the Directors’ Compensation Policy, the Executive Directors are required to achieve a minimum level of shareholding of WPP
shares. The CEO is required to hold shares to the value of 600%, and the CFO and COO 300%, of base salary. All Executive Directors have
seven years from the date they were appointed to their respective roles in which to reach the required level. Mark Read was in post for
less than seven years and he had not yet met the minimum shareholding requirements at the point he stepped down from the Board.
In accordance with the Policy, Mark Read is required to maintain his shareholding for the period of 12 months from the date his employment
ceases in June 2026, reducing to 50% for the second year.
As at 31 December 2025, the CEO held shares to the value of 26% of her base salary. At the same date, the CFO held shares to the value
of 27% of her base salary; and the COO held shares to the value of 386% of his base salary. This was calculated based on the average share
price for the last two months of the year. The CEO and CFO joined WPP in September 2025 and April 2023 respectively. The COO joined
WPP in 1999 and has built up his holding of WPP shares over his career.
WPP ANNUAL REPORT 2025 126
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
OUTSTANDING SHAREBASED AWARDS
The table below shows outstanding share-based awards as at 31 December 2025. ESAs (Executive Share Awards) are granted as
conditional awards under the WPP Stock Plan 2018. This is the share component of the annual short-term incentive plan and granted
subject to the achievement of performance measures prior to grant. EPSP awards (granted under the Executive Performance Share Plan
(EPSP)) are subject to performance measures over the period stated below and are made in the form of nil cost options with an exercise
period of three months from the vesting date. Dividend shares will accrue on these awards. The contractual award granted to Cindy Rose,
was in connection with awards forfeited from her previous employer and was granted as a conditional award under the EPSP.
Award type Grant date Performance period
Share price on
grant date
1
No. of shares
outstanding at
31 December 2025 Vesting date
Cindy Rose
Contractual award
08.09.25 n/a £4.4717 1,049,379 Quarterly from
March 2026 to
September 2030
Joanne Wilson ESA 07.05.24 n/a £8.126 23,519 10.03.2026
07.05.25 n/a £5.782 46,667 10.03.2027
EPSP
04.05.23 01.01.23-31.12.25 £9.2252 240,645 15.03.2026
12.03.24 01.01.24-31.12.26 £7.102 312,588 15.03.2027
12.03.25 01.01.25-31.12.27 £6.305 361,617 15.03.2028
Andrew Scott
2
ESA 07.05.24 n/a £8.126 29,460 10.03.2026
07.05.25 n/a £5.782 38,015 10.03.2027
EPSP
23.03.23 01.01.23-31.12.25 £9.3608 224,339 15.03.2026
12.03.24 01.01.24-31.12.26 £7.102 306,251 15.03.2027
12.03.25 01.01.25-31.12.27 £6.305 354,480 15.03.2028
Mark Read
3
ESA 07.05.24 n/a £8.126 63,469 10.03.2026
07.05.25 n/a £5.782 78,664 10.03.2027
EPSP
23.03.23 01.01.23-31.12.25 £9.3608 450,628 15.03.2026
12.03.24 01.01.24-31.12.26 £7.102 617,709 15.03.2027
12.03.25 01.01.25-31.12.27 £6.305 714,432 15.03.2028
1
For the contractual award granted to Cindy Rose, the share price at the date of grant is the average closing share price over the three-month period immediately prior to the date of grant. For ESA
awards the share price is the closing price for the immediately preceding dealing day. For EPSP awards, the share price at the date of grant is the average closing price for the five immediately
preceding dealing days
2
Andrew Scott’s outstanding 2023 EPSP award was granted prior to his appointment as an Executive Director and as such is subject to the terms and conditions in place at that time
3
Mark Read’s interests are shown at the date he stepped down as an Executive Director, 31 August 2025
NONEXECUTIVE 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, no Non-Executive Director had any interest in any contract of significance with the Group during the year.
Non-Executive Director
Total interests at
31 December 2025
1,2
Total interests at
12 March 2026
3
Philip Jansen 50,000 100,000
Angela Ahrendts 12,571 12,571
Simon Dingemans 10,000 10,000
Sandrine Dufour 15,000 15,000
Tom Ilube 8,335 8,335
Cindy Rose
2
8,000 8,000
Keith Weed 8,424 8,424
Jasmine Whitbread 8,735 8,735
Dr. Ya-Qin Zhang 10,000 10,000
1
Or at date of retirement if retired during the year
2
Cindy Rose’s interest are shown on the day she ceased to be a Non-Executive Director (31 August 2025) prior to becoming Chief Executive officer on 1 September 2025
3
Total interests calculated at the last practicable date for this Annual Report or at date of retirement
WPP ANNUAL REPORT 2025 127
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
COMPENSATION IN THE WIDER CONTEXT
When setting the Directors’ Compensation Policy and making decisions in relation to executive compensation, the Compensation
Committee considers the wider workforce and the broader compensation context.
The Committee is also regularly updated on employee compensation matters for the broader workforce and uses this to inform decisions
it makes in relation to Executive Director and Executive Committee compensation. In addition, these updates highlight specific factors
impacting a particular country or region, including, for example, increased inflation, and the resulting actions taken. This may include
making more funds available for annual salary review budgets in areas of high inflation, and a focus on the importance of wider
programmes to support our people in areas such as financial education and mental wellbeing.
The table below illustrates how our compensation principles cascaded through the organisation during 2025.
FIXED
Element of reward Executive Directors Executive Committee
Senior management
& key leaders Other employees
Number of people
3 c.16 c.900 c.102,000
Base salary WPP aims to provide market-competitive base salaries throughout the organisation which help support the recruitment
and retention of individual employees. Salaries are generally reviewed annually
Benefits Market-competitive levels of benefits are provided to employees typically including health and wellness programmes and life
assurance. The benefits offering within countries continues to be harmonised across WPP. Benefits vary country to country
and are informed by local market practice and requirements
Pension WPP operates globally and provides the opportunity to save for retirement where feasible and market appropriate
VARIABLE SHORTTERM INCENTIVE PLAN STIP
Element of reward Executive Directors Executive Committee
Senior management
& key leaders Other employees
Number of people
3 c.16 c.900 c.102,000
Short-term incentive
plan (STIP)
(Annual Group-wide
incentive plan
designed to reward
performance over the
financial year)
The STIP arrangements in which the Executive Directors participate cascade through the organisation as set out below.
It is designed to be market-competitive and incentivise participants over the short term
All STIP awards are subject to target and maximum amounts (generally as percentages of base salary). Amounts awarded
are discretionary and based on performance in the financial year
Based on corporate and individual performance over the one-year performance period (financial year)
The Executive Directors’ STIP
outcomes for a financial year
are dependent on the
achievement of:
– WPP financial performance
conditions (75%); and
– Non-financial individual
strategic objectives (25%)
– 40% of any STIP award is
automatically deferred into
an ESA for two years
Executive Committee
members share the same
WPP financial performance
conditions as the Executive
Directors as well as
non-financial individual
objectives
Individual agency financial
metrics are included where
appropriate
As for Executive Directors,
a proportion of the STIP
award (typically 40%) is
automatically deferred into
an ESA for two years
Most individuals at these
levels are eligible to
participate in the STIP.
Different financial metrics
may apply which may be
tailored to agency or
function. The overall level
of award against target is
typically more weighted
towards individual
performance and
contribution
At the most senior levels, a
proportion of the total STIP
award (typically 40%) will be
automatically deferred into
an ESA for two years
Other employees may be
eligible to participate in the
STIP; this is generally dependent
on their position and level, and
market practice. The overall
level of award against target is
generally based on individual
performance and contribution
during the financial year
STIP awards made at this level
are delivered in cash
Employees in the wider
workforce not eligible for the
STIP may participate in other
discretionary, local cash-based
bonus arrangements
WPP ANNUAL REPORT 2025 128
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
VARIABLE LONGTERM INCENTIVE PLANS
Element of reward Executive Directors Executive Committee
Senior management
& key leaders Other employees
Number of people
3 c.16 c.900 c.102,000
Executive Performance
Share Plan (EPSP)
(A performance-related
share plan where
awards are typically
made annually and vest
subject to performance
and employment three
years later)
The EPSP in which the Executive Directors participate cascades through the organisation as set out below and is designed to
attract, retain and incentivise key senior executives over the longer term and align their interests with shareholders. A total of
c.80 individuals received EPSP awards in 2025. The corporate performance conditions, performance period and performance
targets are consistent for all participants in the EPSP. Levels of award are discretionary and based on role responsibilities
Level of vesting based on actual corporate performance against targets at the end of the three-year performance period
Eligible for EPSP. For
Executive Directors, a further
two-year holding period
applies after the vesting date
Eligible for EPSP Certain senior management
and key leaders are eligible
for EPSP. Typically, such
employees are not eligible to
participate in any other
discretionary share plans
operated by WPP
Not eligible
Leadership Award Plan
(A conditional share
plan where awards vest
subject to continued
employment three years
following grant)
To attract and retain key executives over the longer term and align their interests with shareholders. Leadership Awards are
made as set out below. During 2025 awards were made to c.2,000 executives. Levels of award are based on role
responsibilities and are discretionary. Leadership awards are granted under the WPP Stock Plan 2018 (WSP); the WSP is also
used to grant the deferred share element (ESA) of the STIP (see above), and on-hire and buy-out awards
Ineligible Ineligible Certain senior management
and key leaders may be
eligible to receive Leadership
Awards under this plan if they
are not eligible for EPSP
Certain key employees within
the wider workforce are also
eligible to receive Leadership
Awards
WPP Share Option Plan
(A market-value share
option plan where
options may be
exercised three
years after grant
subject to continued
employment)
To provide all employees not eligible for EPSP or Leadership Awards with a risk-free opportunity to share in the success of WPP.
Options are granted under the WPP Share Option Plan 2015
Ineligible Ineligible Ineligible Most employees not eligible
to receive EPSP or Leadership
Awards are eligible for option
grants. Grants are made to all
eligible employees; typically
around 50,000 employees
annually receive an option grant.
Individual awards are over 100 or
125 shares dependent on location.
During 2025, options were
granted to c.53,000 employees
RELATIVE IMPORTANCE OF SPEND ON PAY
The following table sets out the percentage change in total staff costs, headcount and dividends, share repurchases and buybacks.
2025 2024 % change
Total staff costs (continuing operations) £7,083 £7,761m (8.7)
Headcount – average over year
103,277 111,281 (7.2)
Equity dividends paid £343 £425m (19.3)
Shares purchased by ESOP trusts £97 £82m 18.3
ANNUAL PERCENTAGE CHANGE IN COMPENSATION OF DIRECTORS AND EMPLOYEES
The table below shows the annual change in each individual Director’s pay for 2025 compared to 2024. Since WPP plc, the statutory entity
for which this disclosure is required, does not have any employees, the table includes a voluntary disclosure of the annual average change
for employees of the UK head office.
No increases to base salary were awarded to the Executive Directors during 2025 (see page 118 for further detail).
WPP ANNUAL REPORT 2025 129
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
Directors’ benefits include the gross value of taxable expenses that directly relate to attendance at Board meetings, some of which are
held in WPP key locations outside the UK. Variations in the locations of Board meetings year-to-year can lead to changes in Directors’
benefit amounts. For most Non-Executive Directors, the absolute amounts of benefits provided are relatively modest and small changes
in amounts year-to-year can lead to significant percentage change movements (see page 125 for further detail).
Year-on-year change in pay
2024-2025 2023-2024
2022-2023
2021-2022 2020–2021
Base
salary/
Fees %
change
Benefits
%
change
Annual
bonus %
change
1
Base
salary/
Fees %
change
Benefits
%
change
Annual
bonus %
change
1
Base
salary/
Fees %
change
Benefits
%
change
Annual
bonus %
change
1
Base
salary/
Fees %
change
Benefits
%
change
Annual
bonus %
change
1
Base
salary/
Fees %
change
Benefits
%
change
Annual
bonus %
change
2
Executive
Directors
Cindy Rose
3
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Joanne
Wilson
5
1.3 12.5 (71.9) 45.3 28.0 41.2 n/a n/a n/a n/a n/a n/a n/a n/a n/a
Andrew
Scott
5
1.4 12.5 (100) 221.0 190.0 179.2 n/a n/a n/a n/a n/a n/a n/a n/a n/a
Mark Read
4
(32.5) (31.6) (100) 3.4 (5.0) (11.8) 4.0 11.1 (46.2) 4.7 (2.9) (7.9) 11.3 4.0 –
Non-
Executive
Directors
Philip
Jansen
5
1454.1 5500.0 n/a n/a n/a n/a n/a n/a n/a n/a
Angela
Ahrendts
6
4.6 35.9
Non-
Executive
Directors
do not
receive
variable
compen-
sation
17.7 129.4
Non-
Executive
Directors
do not
receive
variable
compen-
sation
26.2 (59.5)
Non-
Executive
Directors
do not
receive
variable
compen-
sation
8.4 4,100.0
Non-
Executive
Directors
do not
receive
variable
compen-
sation
131.2 n/a
Non-
Executive
Directors
do not
receive
variable
compen-
sation
Simon
Dingemans
6
1.9 50.0 2.9 (50.0) 8.2 33.3 n/a n/a n/a n/a
Sandrine
Dufour
6
1.4 57.1 2.1 133.3 3.6 (50.0) 12.0 – 40.1 (48.4)
Tom Ilube
6
3.6 83.3 3.7 (57.1) 0.0 100.0 1.5 40.0 554.5 429.6
Cindy Rose
3
n/a n/a 0.8 0.0 (4.8) 80.0 1.6 (16.7) 25.6 21.5
Keith Weed 3.9 (10.0) 2.4 (52.4) 0.0 200.0 9.6 (12.5) 22.2 40.2
Jasmine
Whitbread 3.6 (16.7) 3.7 (40.0) 0.0 300.0 0.0 (16.7) 14.5 21.6
Dr. Ya-Qin
Zhang
5
5.0 (11.1) 5.3 80.0 2.1 (75.0) 9.4 – n/a n/a
Average UK
head office
employees
7
2.7% 0.0% (4.1) 3.32% 0.0% (18.66%) 4.0% 0.0% (21.8%) 6.0% 0.0% 316.3% 2.5% 0.0% (49.5%)
1
The annual percentage change in bonus is calculated by reference to the bonus payable in respect of that financial year compared to the immediately preceding financial year for Executive
Directors, and by reference to cash bonus payments received during that financial year in comparison to those received in the immediately preceding financial year for the UK head office
employees. Non-Executive Directors do not receive variable compensation
2
As the Executives did not receive a bonus in respect of the financial year ended 31 December 2020, it is not possible to calculate a percentage change between 2020 and 2021
3
Cindy Rose was appointed Chief Executive Officer on 1 September 2025. Accordingly no prior year comparison is available for this executive role. Prior year percentage change data for her role
as a Non-Executive Director to 31 August 2025 is shown in the Non-Executive Director section of this table
4
Mark Read ceased to be a director on 1 September 2025, his salary, benefits and bonus for 2025 were prorated accordingly. In 2024 Mark Read received an annual salary increase of 2.7%, and in both
2023 and 2022 a 4% annual increase. He took a voluntary 20% salary reduction for a period of four months in 2020 as part of cost-reduction targets implemented during Covid-19; this, together with
a salary increase after three years, explains the changes shown between 2020 and 2021
5
Joanne Wilson, Andrew Scott and Philip Jansen were appointed to the Board on 19 April 2023, 7 September 2023 and 16 September 2024 respectively. For Philip the percentages changes from 2024
to 2025 and for Joanne and Andrew the % changes from 2023 to 2024 appear high as a full financial year is compared with a base year in which they were in office for part of the year only. Philip also
assumed the role of Chair on 1 January 2025 with an associated increase in his fees and benefits
6
Angela Ahrendts, Sandrine Dufour, Tom Ilube, Dr. Ya-Qin Zhang, Simon Dingemans and Philip Jansen were appointed to the Board on 1 July 2020, 3 February 2020, 5 October 2020, 1 January 2021,
31 January 2022 and 16 September 2024 respectively
7
Based on full-time equivalent comparisons. Average is calculated by reference to the median percentage change. Due to the timing of annual bonus payments, the change in average employee
annual bonus of -18.66% reflects the change between the bonus paid in respect of 2024 performance (paid in 2025) and 2023 performance (paid in 2024) and is therefore not directly comparable
to Executive Director bonus awards made in respect of 2025 performance (paid in 2026) and 2024 performance (paid in 2025)
CEO PAY RATIO
The ratios shown in the table opposite compare the total compensation of the CEO (normally, as reported in the single figure table for
the relevant financial year) to the compensation of the median UK employee and those at the lower and upper quartile. In 2025 the total
compensation figure used to calculate the ratio has been calculated by aggregating the total compensation for 2025 for Mark Read and
Cindy Rose for the periods they performed the role of CEO (eight months and four months respectively).
Year
Methodology used 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio
2025
Total compensation Option B 180:1 131:1 79:1
Adjusted Total compensation Option B 91:1 66:1 40:1
2024 Total compensation Option B 93:1 53:1 36:1
2023 Total compensation Option B 108:1 70:1 49:1
2022 Total compensation Option B 154:1 118:1 81:1
2021 Total compensation Option B 101:1 79:1 55:1
2020 Total compensation Option B 36:1 24:1 15:1
2019 Total compensation Option B 79:1 55:1 34:1
WPP ANNUAL REPORT 2025 130
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
The Total compensation pay ratio for 2025 has been calculated (as required by the relevant regulations) using the aggregate of Cindy
Rose’s and Mark Read’s total 2025 compensation as shown in the single figure table on page 117. The ratios are exceptionally high due
to the required inclusion of the full amount of Cindy’s one-off buyout award within the 2025 total compensation figure, although this award
vests on a phased basis to September 2030. We have therefore also shown adjusted ratios which for Cindy’s total 2025 compensation
includes only those buy-out elements received in 2025 (as shown in the supplementary disclosure table on page 117), which presents
the ratio on a more representative basis.
The pay ratio reflects how the structure and approach to compensation changes with increased seniority and accountability within the
Group and is therefore consistent with reward and progression policies. The CEO’s pay is significantly weighted towards performance-
related pay with a focus on aligning with long-term performance and the interests of shareholders. Movements in the pay ratio year-on-
year reflect WPP’s pay-for-performance philosophy and are linked to the overall performance of the Company. At the 25th, 50th and 75th
percentile employee level, variable compensation carries a much smaller weighting.
The salary and total pay and benefits for the 25th, 50th and 75th percentile employees are shown in the table below:
Year
Methodology used 25th percentile 50th percentile 75th percentile
2025
Salary Option B £39,000 £53,751 £85,550
Total pay and benefits Option B £42,687 £58,620 £97,580
2024
Salary Option B £34,667 £60,667 £91,186
Total pay and benefits Option B £40,831 £71,587 £105,638
2023
Salary Option B £39,233 £58,053 £82,667
Total pay and benefits Option B £41,587 £64,234 £92,627
2022
Salary Option B £39,292 £51,985 £74,250
Total pay and benefits Option B £43,417 £56,460 £82,551
2021
Salary Option B £32,067 £44,250 £61,500
Total pay and benefits Option B £37,606 £48,293 £68,583
2020
Salary Option B £30,000 £45,000 £71,000
Total pay and benefits Option B £31,800 £46,800 £73,840
2019
Salary Option B £31,000 £44,739 £70,000
Total pay and benefits Option B £32,636 £46,975 £77,416
The methodology used to identify the employees at each quartile is Option B (using the gender pay gap information to identify three
employees as the best equivalents of the 25th, 50th and 75th percentile employees). This is consistent with the approach in previous
years and is considered the most appropriate method to use to determine the CEO pay ratio. We believe this approach provides accurate
information and representation of the ratios. The latest data collected as part of gender pay reporting was used, with a snapshot date of
5 April 2025. The ratio has been computed taking into account the pay and benefits of over 11,500 UK employees, other than the role of the
CEO. Where an employee works part-time, fixed pay, benefits and any variable pay were adjusted, where appropriate, to reflect full-time
equivalent compensation. The 25th, 50th and 75th percentile employees were determined based on this adjusted data and are considered
to be representative. Total pay and benefits for the 2025 financial year (12 months to 31 December 2025) for each of the 25th, 50th and
75th percentile employees was then calculated as at 31 December 2025 using the single-figure table methodology in order to provide a
meaningful comparison with the CEO. We are satisfied that the median pay ratio is consistent with the compensation policies for our UK
workforce taken as a whole and our objective of delivering market-competitive pay for each role.
SHARE INCENTIVE DILUTION FOR 2015 TO 2025
The share incentive dilution level, measured on a ten-year rolling basis, was at 4.2% at 31 December 2025 (2024: 4.1%). It is intended that
awards under all plans, other than share options, will all be satisfied with purchased shares held either in the ESOPs or in treasury.
Jasmine Whitbread
Chair of the Compensation Committee
on behalf of the Board of Directors of WPP plc
19 March 2026
WPP ANNUAL REPORT 2025 131
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT
OF THE PREPARATION OF FINANCIAL STATEMENTS
The Directors are responsible for preparing the financial statements
in accordance with applicable law and regulations. The Directors
have elected to prepare financial statements for the Group in
accordance with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB)
as they apply to the financial statements of the Group for the year
ended 31 December 2025. Under company law the Directors must
not approve the accounts unless they are satisfied that they give
a true and fair view of the state of affairs of the Company and of
the profit or loss of the Company for that period.
International Accounting Standard 1 requires that financial
statements present fairly for each financial year the Company’s
financial position, financial performance and cash flows. This
requires the faithful representation of the effects of transactions,
other events and conditions in accordance with the definitions and
recognition criteria for assets, liabilities, income and expenses set
out in the International Accounting Standards Board’s ‘Framework
for the Preparation and Presentation of Financial Statements’.
In virtually all circumstances, a fair presentation will be achieved by
compliance with all applicable IFRS. Directors are also required to:
– Properly select and apply accounting policies
– Present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information
– Provide additional disclosures, when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events
and conditions on the entity’s financial position and financial
performance
– Make an assessment of the Company’s ability to continue
as a going concern
The Directors are responsible for keeping proper accounting
records, which disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the financial statements comply with the Companies (Jersey)
Law 1991. They are also responsible for safeguarding the assets,
for taking reasonable steps for the prevention and detection of
fraud and other irregularities and for the preparation of a Directors’
report and Directors’ Compensation Report.
The Directors are responsible for the maintenance and integrity of
the Company website. Jersey legislation and UK regulation governing
the preparation and dissemination of financial statements differs
from legislation in other jurisdictions.
The Directors confirm that so far as they are aware, there is no
relevant audit information of which the Company’s auditors are
unaware. Each Director has taken all the steps that he or she ought
to have taken, as a Director, in order to make himself or herself
aware of any relevant audit information and to establish that the
Company’s auditors are aware of that information.
In accordance with the principles of the UK Corporate Governance
Code, the Board has established arrangements to evaluate whether
the information presented in the Annual Report is fair, balanced and
understandable; these are described on page 86.
The Board considers the Annual Report and financial statements,
taken as a whole, are fair, balanced and understandable and
provide the information necessary for shareholders to assess the
Company’s position, performance, business model and strategy.
The letters from the chairs of the Sustainability, Nomination and
Governance, Audit and Compensation committees, the statements
regarding Directors’ responsibilities and statement of going
concern set out above and the Directors’ remuneration and
interests in the share capital of the Company are included in the
Directors’ report, which also includes the Strategic Report and
Corporate Governance sections.
By Order of the Board
Balbir Kelly-Bisla
Company Secretary
19 March 2026
WPP ANNUAL REPORT 2025 132
CORPORATE GOVERNANCE
FINANCIAL
STATEMENTS
IN THIS SECTION
Consolidated financial statements 134
Accounting policies 139
Notes to the consolidated financial statements 146
Independent auditors’ report 173
WPP ANNUAL REPORT 2025 133WPP ANNUAL REPORT 2025 133
Notes
2025 | 2024 | 2023 | ||
£m | £m | £m | ||
Revenue | 2 | |||
Costs of services | 3 | ( | ( | ( |
Gross profit | ||||
General and administrative costs | 3 | ( | ( | ( |
Operating profit | ||||
Earnings from associates | 4 | |||
Profit before interest and taxation | ||||
Finance and investment income | 6 | |||
Finance costs | 6 | ( | ( | ( |
Revaluation and retranslation of financial instruments | 6 | ( | ( | |
Profit before taxation | ||||
Taxation | 7 | ( | ( | ( |
(Loss)/profit for the year | ( | |||
| Attributable to: | ||||
| Equity holders of the parent | ( | |||
Non-controlling interests | ||||
( | ||||
| Earnings per share: | ||||
Basic (loss)/earnings per ordinary share | 8 | ( | ||
Diluted (loss)/earnings per ordinary share | 8 | ( |
Note
The accompanying notes form an integral part of this consolidated income statement
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 134CONSOLIDATED FINANCIAL STATEMENTS
2025 | 2024 | 2023 | |
£m | £m | £m | |
(Loss)/profit for the year | ( | ||
| Items that may be reclassified subsequently to profit or loss | |||
| Foreign exchange differences on translation of foreign operations | ( | ( | ( |
| Gain/(loss) on net investment hedges | ( | ||
| Cash flow hedges: | |||
| Fair value gain/(loss) arising on hedging instruments | ( | ( | |
| Amounts reclassified to profit or loss | ( | ||
| Gain/(loss) on costs of hedging | ( | ||
Share of other comprehensive loss of associates | ( | ||
( | ( | ( | |
| Items that will not be reclassified subsequently to profit or loss | |||
Movements on equity investments held at fair value through other comprehensive income | ( | ( | ( |
Actuarial (loss)/gain on defined benefit pension plans | ( | ( | |
Deferred tax on defined benefit pension plans | |||
( | ( | ( | |
Other comprehensive loss for the year | ( | ( | ( |
Total comprehensive (loss)/income for the year | ( | ( | |
| Attributable to: | |||
Equity holders of the parent | ( | ( | |
Non-controlling interests | |||
( | ( |
Note
The accompanying notes form an integral part of this consolidated statement of comprehensive income
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 135CONSOLIDATED FINANCIAL STATEMENTS
Notes
2025 | 2024 | 2023 | ||
£m | £m | £m | ||
Net cash inflow from operating activities 1 | 9 | |||
| Investing activities | ||||
Acquisitions 1 | 9 | ( | ( | ( |
Disposals of investments and subsidiaries 2 | 9 | |||
Proceeds from loans on disposal of subsidiaries | ||||
| Purchases of property, plant and equipment | ( | ( | ( | |
| Purchases of intangible assets | ( | ( | ( | |
Proceeds from disposal of property, plant and equipment | ||||
Net cash (outflow)/inflow from investing activities | ( | ( | ||
| Financing activities | ||||
Principal elements of lease payments | ( | ( | ( | |
Share option proceeds | ||||
Cash consideration received from non-controlling interests | 9 | |||
Cash consideration for purchase of non-controlling interests | 9 | ( | ( | ( |
Share repurchases and buy-backs | 9 | ( | ( | ( |
| Proceeds from borrowings | ||||
| Repayment of borrowings | ( | ( | ( | |
Repayment of borrowing-related derivatives | ( | ( | ( | |
| Financing and share issue costs | ( | ( | ( | |
| Equity dividends paid | ( | ( | ( | |
Dividends paid to non-controlling interests in subsidiary undertakings | ( | ( | ( | |
Net cash outflow from financing activities | ( | ( | ( | |
Net increase/(decrease) in cash and cash equivalents | ( | |||
| Foreign exchange translation of cash and cash equivalents | ( | ( | ||
| Cash and cash equivalents at beginning of year | ||||
Cash and cash equivalents at end of year | 18 |
Notes
The accompanying notes form an integral part of this consolidated cash flow statement
1
Contingent consideration liability payments in excess of the amount determined at acquisition are recorded as operating activities
2
Disposals of investments and subsidiaries in investing activities represents consideration received less cash and cash equivalents disposed. The proceeds in 2024 primarily relate to the disposal
of FGS Global, with consideration received less cash and cash equivalents disposed of £520 million
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 136CONSOLIDATED FINANCIAL STATEMENTS
Notes
2025 | 2024 | ||
£m | £m | ||
| Non-current assets | |||
Goodwill | 11 | ||
Other intangible assets | 11 | ||
Property, plant and equipment | 12 | ||
Right-of-use assets | 10 | ||
Interests in associates | 13 | ||
Other investments | 13 | ||
Deferred tax assets | 14 | ||
Corporate income tax recoverable | |||
Trade and other receivables | 15 | ||
| Current assets | |||
Corporate income tax recoverable | |||
Trade and other receivables | 15 | ||
Accrued income and unbilled media | |||
Cash and cash equivalents | 18 | ||
| Current liabilities | |||
Trade and other payables 1 | 16 | ( | ( |
Corporate income tax payable | ( | ( | |
Lease liabilities | 10 | ( | ( |
Borrowings | 19 | ( | ( |
Provisions for liabilities and charges | 20 | ( | ( |
( | ( | ||
Net current liabilities | ( | ( | |
| Non-current liabilities | |||
Borrowings | 19 | ( | ( |
Trade and other payables | 17 | ( | ( |
Deferred tax liabilities | 14 | ( | ( |
Employee benefit obligations | 22 | ( | ( |
Provisions for liabilities and charges | 20 | ( | ( |
Lease liabilities | 10 | ( | ( |
( | ( | ||
Net assets | |||
| Equity | |||
Called-up share capital | 24 | ||
Share premium account | |||
Other reserves | 25 | ( | |
Own shares | ( | ( | |
Retained earnings | |||
Equity shareholders’ funds | |||
Non-controlling interests | |||
Total equity | |||
| Notes | |||
| The accompanying notes form an integral part of this consolidated balance sheet |
1
Deferred income and customer advances, that was previously presented separately, is included within Trade and other payables
CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER 2025
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 137CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
| Called-up | Share | Totalequity | Non- | |||||
| share | premium | Other | Own | Retained | shareholders’ | controlling | ||
| capital | account | reserves | shares | earnings 1 | funds | interests | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | |
Balance at 1 January 2023 | ( | |||||||
Profit for the year | ||||||||
Other comprehensive loss | ( | ( | ( | ( | ( | |||
Total comprehensive (loss)/income | ( | ( | ( | |||||
Dividends paid | ( | ( | ( | ( | ||||
Ordinary shares issued | ||||||||
Treasury shares used for share option schemes | ( | |||||||
| Non-cash share-based incentive plans | ||||||||
(including share options) | ||||||||
Tax on share-based payments | ||||||||
Net movement in own shares held by ESOP trusts | ( | ( | ( | |||||
Net movement in non-controlling interests 2 | ( | ( | ||||||
Net movement of liabilities in respect of put options 3 | ||||||||
Total transactions with owners | ( | ( | ( | ( | ||||
Balance at 31 December 2023 | ( | |||||||
Profit for the year | ||||||||
Other comprehensive loss | ( | ( | ( | ( | ( | |||
Total comprehensive (loss)/income | ( | |||||||
Dividends paid | ( | ( | ( | ( | ||||
Ordinary shares issued | ||||||||
Share cancellations 4 | ( | ( | ||||||
Treasury shares used for share option schemes | ( | |||||||
| Non-cash share-based incentive plans | ||||||||
(including share options) | ||||||||
Tax on share-based payments | ||||||||
Net movement in own shares held by ESOP trusts | ( | ( | ( | ( | ( | |||
Net movement in non-controlling interests 2 | ( | ( | ( | ( | ||||
Net movement of liabilities in respect of put options | ||||||||
Total transactions with owners | ( | ( | ( | ( | ( | |||
Balance at 31 December 2024 | ( | |||||||
(Loss)/profit for the year | ( | ( | ( | |||||
Other comprehensive loss | ( | ( | ( | ( | ( | |||
Total comprehensive (loss)/income | ( | ( | ( | ( | ||||
Dividends paid | ( | ( | ( | ( | ||||
| Non-cash share-based incentive plans | ||||||||
(including share options) | ||||||||
Tax on share-based payments | ( | ( | ( | |||||
Net movement in own shares held by ESOP trusts | ( | ( | ( | |||||
Net movement in non-controlling interests 2 | ( | ( | ( | ( | ||||
Net movement of liabilities in respect of put options | ( | ( | ( | ( | ||||
Total transactions with owners | ( | ( | ( | ( | ( | |||
Balance at 31 December 2025 | ( | ( |
Notes
The accompanying notes form an integral part of this consolidated statement of changes in equity
1
Accumulated losses on existing equity investments held at fair value through other comprehensive income are £4 08 million at 31December 2025 (2024: £3 54 million, 2023: £3 47 million)
2
Net movement in non-controlling interests represents movements in retained earnings and non-controlling interests arising from changes in ownership of existing subsidiaries, including MAP and
Resolve in 2025 (see note 27), recognition of non-controlling interests on new acquisitions and derecognition of non-controlling interests on disposals of subsidiaries, including FGS Global in 2024
3
During 2023, WPP sold a portion of its ownership of FGS Global to KKR. As part of this transaction, the previous put option granted to management shareholders was derecognised
4
In December 2024, WPP cancelled 50,367 ,570 treasury shares
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025
138CONSOLIDATED FINANCIAL STATEMENTS
ACCOUNTING POLICIES
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 139
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 140ACCOUNTING POLICIES
INTERESTS IN ASSOCIATES CONTINUED
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 141ACCOUNTING POLICIES
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 142ACCOUNTING POLICIES
REVENUE RECOGNITION CONTINUED
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 143ACCOUNTING POLICIES
TAXATION CONTINUED
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 144ACCOUNTING POLICIES
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 145ACCOUNTING POLICIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1. GENERAL INFORMATION
principal executive office is Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL . The nature of the Group’s operations and its principal
activities are set out in note 2. These consolidated financial statements are presented in pounds sterling.
2. SEGMENT INFORMATION
Reportable segments
The Group is organised into three reportable segments – Global Integrated Agencies, Public Relations and Specialist Agencies.
IFRS 8 ‘Operating Segments’ requires operating segments to be identified on the same basis as used internally for the review of performance and allocation
of resources by the Group’s Chief Executive Officer (the Chief Operating Decision Maker). Provided certain quantitative and qualitative criteria are fulfilled,
IFRS 8 permits aggregation of these operating segments into reportable segments for the purposes of disclosure in the Group’s financial statements.
In assessing the Group’s reportable segments, which includes the aggregation of certain operating segments, the Directors have had regard to the similar
economic characteristics of certain operating segments, their shared client bases, the similar nature of their products or services and their long-term margins,
amongst other factors.
In February 2026, the Group announced an update to its organisational structure. The Group’s reportable segments as described above remained in place
during the year ended 31 December 2025. The impact of the change in organisational structure on the Group's operating and reportable segments in 2026 is
described in the Accounting Policies section of these financial statements.
2025 1 | 2024 1 | 2023 | |
£m | £m | £m | |
Revenue 2 | |||
Global Integrated Agencies | 11,956 | 12,661 | 12,532 |
Public Relations | 705 | 1,156 | 1,262 |
Specialist Agencies | 889 | 924 | 1,051 |
13,550 | 14,741 | 14,845 | |
Revenue less pass-through costs 2,3 | |||
Global Integrated Agencies | 8,740 | 9,452 | 9,751 |
Public Relations | 667 | 1,089 | 1,180 |
| Specialist Agencies | 769 | 818 | 929 |
10,176 | 11,359 | 11,860 | |
Headline operating profit 2,4 | |||
Global Integrated Agencies | 1,165 | 1,491 | 1,480 |
| Public Relations | 102 | 166 | 191 |
| Specialist Agencies | 54 | 50 | 79 |
1,321 | 1,707 | 1,750 | |
Adjusting items within IFRS operating profit 4 | (939) | (382) | (1,219) |
Financing items 5 | (290) | (330) | (255) |
Earnings from associates | 39 | 36 | 70 |
Reported profit before tax | 131 | 1,031 | 346 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 146
| Depreciation | |||
| and | Goodwill | ||
| Staff costs | amortisation 2 | impairment 3 | |
Other information | £m | £m | £m |
2025 1 | |||
Global Integrated Agencies | 6,024 | 335 | 574 |
Public Relations | 474 | 17 | 1 |
Specialist Agencies | 585 | 34 | 66 |
7,083 | 3 86 | 641 | |
2024 1 | |||
Global Integrated Agencies | 6,401 | 331 | 158 |
Public Relations | 761 | 35 | 12 |
Specialist Agencies | 599 | 35 | 67 |
7,761 | 401 | 237 | |
| 2023 | |||
Global Integrated Agencies | 6,491 | 361 | 40 |
Public Relations | 821 | 40 | – |
Specialist Agencies | 825 | 46 | 23 |
8,137 | 447 | 63 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
Revenue 1 | |||
North America 2 | 4,966 | 5,567 | 5,528 |
United Kingdom | 2,055 | 2,185 | 2,155 |
Western Continental Europe | 2,891 | 3,013 | 3,037 |
| Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe | 3,638 | 3,976 | 4,125 |
13,550 | 14,741 | 14,845 | |
Revenue less pass-through costs 1 | |||
North America 2 | 3,837 | 4,394 | 4,556 |
| United Kingdom | 1,503 | 1,588 | 1,626 |
| Western Continental Europe | 2,143 | 2,375 | 2,411 |
| Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe | 2,693 | 3,002 | 3,267 |
10,176 | 11,359 | 11,860 | |
Headline operating profit 1 | |||
North America 2 | 663 | 825 | 834 |
United Kingdom | 164 | 237 | 215 |
Western Continental Europe | 212 | 259 | 258 |
| Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe | 282 | 386 | 443 |
1,321 | 1,707 | 1,750 | |
| Adjusting items within IFRS operating profit | (939) | (382) | (1,219) |
Financing items | (290) | (330) | (255) |
Earnings from associates | 39 | 36 | 70 |
Reported profit before tax | 131 | 1,031 | 346 |
2. SEGMENT INFORMATION CONTINUED
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 147NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2025 | 2024 | |
£m | £m | |
Non-current assets 1 | ||
North America 2 | 4,094 | 4,736 |
United Kingdom | 1,651 | 1,666 |
Western Continental Europe | 2,398 | 2,512 |
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe 3 | 2,393 | 2,607 |
10,536 | 11,521 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
Costs of services | 11,404 | 12,290 | 12,326 |
| General and administrative costs | 1,764 | 1,126 | 1,988 |
13,168 | 13,416 | 14,314 |
2025 | 2024 | 2023 | ||
£m | £m | £m | ||
Staff costs (note 5) | 7,083 | 7,761 | 8,13 | 7 |
Establishment costs | 420 | 472 | 516 | |
Media pass-through costs | 2,543 | 2,523 | 2,174 | |
Other costs of services and general and administrative costs 1 | 3,122 | 2,660 | 3,487 | |
13,168 | 13,416 | 14,314 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
Goodwill impairment (note 11) | 641 | 237 | 63 |
| Amortisation and impairment of acquired | |||
| intangible assets | 61 | 93 | 728 |
Restructuring and transformation costs | 68 | 251 | 196 |
| Property-related restructuring costs | 127 | 26 | 232 |
Gains on disposal of investments and subsidiaries | (6) | (322) | (7) |
Legal provision charges/(gains) | 43 | 68 | (11) |
2025 | 2024 | 2023 | |||
£m | £m | £m | |||
| Fees payable to the Company’s external | |||||
auditors for the audit of the Company and Group’s annual accounts 1,2 | 22 | 22 | 10 | ||
Fees payable for the audit of the Company’s subsidiaries 2 | 25 | 26 | 30 | ||
| Fees payable to the external auditors | |||||
pursuant to legislation 1,2 | 47 | 48 | 40 | ||
Audit-related assurance services 2,3 | 1 | 1 | 1 | ||
Other assurance services – PwC | 1 | – | – | ||
| Other assurance services – Deloitte | – | 1 | 1 | ||
Total other fees | 2 | 2 | 2 | ||
Total fees | 49 | 50 | 42 |
2. SEGMENT INFORMATION CONTINUED
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 148NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. EARNINGS FROM ASSOCIATES
2025 | 2024 | 2023 | |
£m | £m | £m | |
Share of profits of associates (note 13) | 37 | 34 | 25 |
| Dividends received from nil carrying value | |||
associates | 2 | 2 | 45 |
| Earnings from associates | 39 | 36 | 70 |
Earnings from associates was £39 million in 2025 (2024: £36 million,
2023: £70 million). This includes £2 million of non-refundable distributions
received from Kantar (2024: £2 million, 2023: £45 million), which are recorded
in the income statement given the Group's balance sheet investment in
Kantar is nil. The carrying value of the Kantar investment is nil as the share
of accumulated losses exceeds the Group's interest in Kantar. No further
losses are being recognised, and the Group will only resume recognising
its share of profits after its share of profits equals the share of losses not
previously recognised.
5. OUR PEOPLE
Our monthly average staff numbers by geographical distribution were as
follows:
2025 | 2024 | 2023 | |
North America | 20,384 | 22,474 | 23,562 |
United Kingdom | 11,052 | 11,816 | 12,457 |
| Western Continental Europe | 21,053 | 22,533 | 23,580 |
| Asia Pacific, Latin America, Africa & Middle | |||
| East and Central & Eastern Europe | 50,788 | 54,458 | 55,133 |
103,277 | 111,281 | 114,732 |
Their reportable segment distribution was as follows:
2025 | 2024 1 | 2023 | |
Global Integrated Agencies | 90,084 | 95,792 | 97,838 |
| Public Relations | 5,789 | 7,742 | 8, 3 7 7 |
Specialist Agencies | 7, 404 | 7,747 | 8, 517 |
103,277 | 111,281 | 114,732 |
Note
1
2024 balances have been re-presented to reflect the reallocation of a number of businesses
between Global Integrated Agencies, Specialist Agencies and Public Relations
At the end of 2025, staff numbers were 98,655 (2024: 108,044, 2023: 114,173).
Staff costs
1
include:
2025 | 2024 | 2023 | |
£m | £m | £m | |
Wages and salaries | 5,165 | 5,622 | 5,879 |
Cash-based incentive plans | 106 | 242 | 233 |
Share-based incentive plans (note 21) | 73 | 109 | 140 |
| Social security costs | 656 | 692 | 715 |
Pension costs (note 22) | 208 | 215 | 213 |
| Severance | 141 | 61 | 78 |
Other staff costs | 734 | 820 | 879 |
7,083 | 7, 761 | 8,1 37 | |
| Note |
1
Additional staff costs of £13 million (2024: £137 million, 2023: £71 million) are included within
Restructuring and transformation costs disclosed in note 3
2025 | 2024 | 2023 | |
£m | £m | £m | |
Short-term employee benefits | 21 | 27 | 28 |
| Pensions and other post-retirement | |||
| benefits | 1 | 1 | 1 |
| Share-based payments | 13 | 19 | 30 |
35 | 47 | 59 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
| Financial assets measured at amortised | |||
| cost | 62 | 123 | 111 |
Financial assets measured at fair value through profit and loss | 13 | 11 | 13 |
| Other interest income | 3 | 3 | 3 |
78 | 137 | 127 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
Interest on bank overdrafts, bonds and bank loans | 245 | 309 | 273 |
| Interest expense related to lease liabilities | 98 | 98 | 106 |
| Interest on other long-term employee | |||
| benefits | 5 | 6 | 6 |
Net interest expense on pension plans | 4 | 4 | 4 |
352 | 417 | 389 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
| Movements in fair value of derivative | |||
financial instruments | 22 | (17) | (3) |
| Premium on the early repayment of bonds | – | (16) | – |
Revaluation of investments and other assets held at fair value through profit or loss | 4 | (24) | (21) |
Remeasurement of put options over non-controlling interests | (7) | (10) | (1) |
| Revaluation of contingent consideration | |||
| liabilities | 1 | 1 | 51 |
Retranslation of financial instruments | (36) | 16 | (19) |
Net revaluation and retranslation of financial instrument (loss)/gain | (16) | (50) | 7 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 149NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7. TAXATION
In 2025, the effective tax rate on profit before taxation was 231.3%
(2024: 39.0%, 2023: 43.1%).
The tax charge comprises:
2025 | 2024 | 2023 | |
£m | £m | £m | |
| Corporation tax | |||
| Current year | 354 | 466 | 433 |
| Prior years | (35) | (42) | (86) |
319 | 424 | 347 | |
| Deferred tax | |||
Current year | (38) | 6 | (197) |
Prior years | 22 | (28) | (1) |
(16) | (22) | (198) | |
Tax charge | 303 | 402 | 149 |
The corporation tax credit for prior years in 2025, 2024 and 2023 primarily
comprises the movement in provisions for tax uncertainties due to expiry
of relevant statutes of limitations and reassessment of existing exposures.
In 2023, the current year deferred tax credit of £197 million reflected the
tax impact of accelerated amortisation of intangible assets as a result of
the creation of VML.
The tax charge for the year can be reconciled to profit before taxation in
the consolidated income statement as follows:
2025 | 2024 | 2023 | |
£m | £m | £m | |
Profit before taxation | 131 | 1,031 | 346 |
Tax at the corporation tax rate of 25.0% 1 | 33 | 258 | 81 |
Tax effect of earnings from associates | (9) | (9) | (15) |
| Irrecoverable withholding taxes | 31 | 29 | 35 |
Tax effect of items that are not deductible in determining taxable | |||
| profits | 59 | 101 | 39 |
| Tax effect of non-deductible goodwill | |||
impairment | 166 | 65 | 16 |
Effect of different tax rates in subsidiaries operating in other jurisdictions | 10 | 18 | 42 |
Origination and reversal of unrecognised temporary differences | 5 | (10) | 9 |
Tax losses not recognised or utilised in the year | 32 | 21 | 44 |
| Utilisation of tax losses not previously | |||
recognised | (12) | (6) | (15) |
Net release of prior year provisions in relation to acquired businesses | (1) | – | (4) |
Other prior year adjustments | (12) | (70) | (83) |
| Impact of OECD Pillar Two income taxes | 1 | 5 | – |
| Tax charge | 303 | 402 | 149 |
Effective tax rate on profit before tax | 231.3% | 39.0 % | 43 . 1 % |
Note
1
As the Group is subject to the tax rates of more than one country, it has chosen to present
its reconciliation of the tax charge using the UK corporation tax rate of 25.0% (2024: 25.0%,
2023: 23.5%)
FACTORS AFFECTING THE TAX CHARGE IN FUTURE YEARS
The tax charge may be affected by the impact of acquisitions, disposals
and other corporate restructurings, the resolution of open tax issues,
and the ability to use brought forward tax losses. Changes in local or
international tax rules, and changes arising from the application of existing
rules, new demands and assessments or challenges by tax authorities, may
expose the Group to additional tax liabilities or impact the carrying value
of deferred tax assets, which could affect the future tax charge.
Liabilities relating to open and judgemental matters are based upon an
assessment of whether the tax authorities will accept the position taken,
after considering external advice where appropriate. Where the final tax
outcome of these matters is different from the amounts which have been
recorded, such differences will impact the current and deferred income
tax assets and liabilities in the period in which such determination is made.
The Group does not currently consider that judgements made in assessing
tax liabilities have a significant risk of resulting in any material additional
charges or credits in respect of these matters within the next financial year.
TAX RISK MANAGEMENT
The Group looks to maintain open and transparent relationships with the
tax authorities and relevant government representatives in the jurisdictions
in which the Group operates. We maintain active engagement with a wide
range of international companies and business organisations with similar
issues. We engage advisors and legal counsel to obtain opinions on tax
legislation and principles. We have a Tax Risk Management Strategy in place
which sets out the controls established and our assessment procedures
for decision-making and how we monitor tax risk. We monitor proposed
changes in taxation legislation and ensure these are taken into account
when we consider our future business plans. Our Directors are informed
by management of any significant tax law changes, the nature and status
of any significant ongoing tax audits, and other developments that could
materially affect the Group’s tax position.
8. LOSS EARNINGS PER SHARE “EPS”
BASIC EPS
The calculation of basic EPS is as follows:
2025 | 2024 | 2023 | |
| (Loss)/profit for the year attributable to | |||
equity holders of the parent (£ million) | (215) | 542 | 110 |
| Weighted average number of shares | |||
| used in basic EPS calculation (million) | 1,076 | 1,077 | 1,072 |
Basic EPS | (20.0p) | 50.3p | 10.3p |
DILUTED EPS
The calculation of diluted EPS is as follows:
2025 | 2024 | 2023 | |
| (Loss)/profit for the year attributable to | |||
equity holders of the parent (£ million) | (215) | 542 | 110 |
| Weighted average number of shares used | |||
in diluted EPS calculation (million) 1 | 1,076 | 1,097 | 1,094 |
| Diluted EPS | (20.0p) | 49.4p | 10.1p |
Note
1
The weighted average number of shares used in the basic EPS calculation for 2025 has also
been used for the diluted EPS calculation due to the anti-dilutive effect of the weighted
average number of shares calculated for the diluted EPS calculation
A reconciliation between the shares used in calculating basic and diluted EPS
is as follows:
2025 | 2024 | 2023 | |
m | m | m | |
| Weighted average number of shares used | |||
in basic EPS calculation | 1,076 | 1,077 | 1,072 |
| Dilutive share options outstanding | – | – | 1 |
Other potentially issuable shares | – | 20 | 21 |
| Weighted average number of shares used | |||
in diluted EPS calculation | 1,076 | 1,097 | 1,094 |
At 31 December 2025, options to purchase 29 million ordinary shares
(2024: 28 million, 2023: 25 million) were outstanding, but were excluded
from the computation of diluted earnings per share because the effect was
anti-dilutive or the exercise prices of these options were greater than the
average market price of the Group’s shares and, therefore, their inclusion
would have been accretive.
At 31 December 2025 there were 1,091,394,251 (2024: 1,091,394,251,
2023: 1,141,513,196) ordinary shares in issue, including 12,591,893 treasury
shares (2024: 12,591,893, 2023: 66,675,497).
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 150NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. ANALYSIS OF CASH FLOWS
The following tables analyse the net cash inflow from operating activities
presented within the main cash flow statement.
2025 | 2024 | 2023 | |
£m | £m | £m | |
(Loss)/profit for the year | (172) | 629 | 197 |
| Taxation | 303 | 402 | 149 |
| Revaluation and retranslation of financial | |||
| instruments | 16 | 50 | (7) |
Finance costs | 352 | 417 | 389 |
| Finance and investment income | (78) | (137) | (127) |
| Earnings from associates | (39) | (36) | (70) |
Operating profit | 382 | 1,325 | 531 |
| Adjustments for: | |||
| Non-cash share-based incentive plans | |||
(including share options) | 73 | 109 | 140 |
Depreciation of property, plant and equipment | 142 | 156 | 165 |
Depreciation of right-of-use assets | 201 | 213 | 257 |
| Goodwill impairment | 641 | 237 | 63 |
| Property-related impairment charges | 3 | ||
| 114 | 185 | ||
| Other impairment charges | 26 | ||
| 5 | 18 | ||
| Amortisation and impairment of acquired | |||
intangible assets | 61 | 93 | 728 |
Amortisation of other intangible assets | 43 | 32 | 25 |
Gains on disposal of investments and subsidiaries | (6) | (322) | (7) |
Gains on disposal of property, plant and equipment | – | (7) | – |
| Other transaction costs | – | 10 | – |
Operating cash flow before movement in working capital and provisions | 1,656 | 1,875 | 2,105 |
| Decrease in trade receivables and accrued | |||
| income | 307 | 309 | 232 |
| (Decrease)/increase in trade payables | (390) | 31 | (238) |
(Increase)/decrease in other receivables | (108) | 16 | 125 |
| Decrease in other payables | (110) | (240) | (445) |
| Increase in provisions | 10 | 69 | 66 |
Cash generated by operations | 1,365 | 2,060 | 1,845 |
Corporation and overseas tax paid | (398) | (392) | (395) |
Interest paid on lease liabilities | (95) | (95) | (103) |
Other interest and similar charges paid | (282) | (306) | (275) |
| Interest received | 97 | 109 | 116 |
Investment income | 13 | 11 | 13 |
| Dividends from associates | 45 | 31 | 43 |
| Contingent consideration liability payments | |||
recognised in operating activities 1 | (21) | (10) | (6) |
Net cash inflow from operating activities | 724 | 1,408 | 1,238 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
Initial cash consideration | (133) | (47) | (227) |
Cash and cash equivalents acquired | 1 | 14 | 23 |
| Contingent consideration payments | |||
recognised in investing activities 1 | (44) | (87) | (53) |
| Purchase of other investments (including | |||
associates) | (7) | (33) | (10) |
Acquisitions | (183) | (153) | (267) |
Proceeds on disposal of investments and subsidiaries 2 | 15 | 646 | 100 |
| Cash and cash equivalents disposed | (1) | (93) | (1) |
Disposals of investments and subsidiaries | 14 | 553 | 99 |
Cash consideration received from non-controlling interests | – | – | 46 |
Cash consideration for purchase of non-controlling interests | (8) | (87) | (16) |
Cash consideration (for)/from non- controlling interests 3 | (8) | (87) | 30 |
| Net acquisition payments and disposal | |||
proceeds | (177) | 313 | (138) |
Share repurchases and buybacks:
2025 | 2024 | 2023 | |
£m | £m | £m | |
| Purchase of own shares by ESOP trusts | (97) | (82) | (54) |
Net cash outflow | (97) | (82) | (54) |
| Land and | Plant and | ||
| buildings | machinery | Total | |
| Right-of-use assets | £m | £m | £m |
1 January 2024 | 1,309 | 73 | 1,382 |
Additions | 334 | 24 | 358 |
Disposals | (82) | (21) | (103) |
Depreciation of right-of-use assets | (197) | (16) | (213) |
| Impairment charges included within | |||
restructuring costs | (1) | – | (1) |
Exchange adjustments | (35) | (3) | (38) |
31 December 2024 | 1,328 | 57 | 1,385 |
Additions | 187 | 12 | 199 |
Disposals | (42) | (4) | (46) |
Depreciation of right-of-use assets | (186) | (15) | (201) |
| Impairment charges included within | |||
restructuring costs | (28) | – | (28) |
Exchange adjustments | 5 | 3 | 8 |
31 December 2025 | 1,264 | 53 | 1,317 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 151NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. LEASES CONTINUED
The movements in 2025 and 2024 were as follows:
| Land and | Plant and | ||
| buildings | machinery | Total | |
| Lease liabilities | £m | £m | £m |
1 January 2024 | 2,078 | 76 | 2,154 |
Additions | 291 | 16 | 307 |
Interest expense related to lease liabilities | 95 | 3 | 98 |
Disposals | (105) | (21) | (126) |
| Repayment of lease liabilities (including | |||
interest) | (359) | (18) | (377) |
Exchange adjustments | (33) | (3) | (36) |
31 December 2024 | 1,967 | 53 | 2,020 |
Additions | 180 | 12 | 192 |
Interest expense related to lease liabilities | 96 | 2 | 98 |
Disposals | (56) | (3) | (59) |
| Repayment of lease liabilities (including | |||
interest) | (321) | (16) | (337) |
Exchange adjustments | (21) | 3 | (18) |
31 December 2025 | 1,845 | 51 | 1,896 |
The following table shows the breakdown of the lease expense between
amounts charged to operating profit and amounts charged to finance costs:
2025 | 2024 | 2023 | |
£m | £m | £m | |
| Depreciation of right-of-use assets: | |||
| Land and buildings | (186) | (197) | (236) |
| Plant and machinery | (15) | (16) | (21) |
Impairment charges | (28) | (1) | (129) |
| Short-term lease expense | (16) | (21) | (22) |
| Low-value lease expense | (2) | (2) | (3) |
Variable lease expense | (39) | (48) | (45) |
Sublease income | 20 | 20 | 17 |
Charge to operating profit | (266) | (265) | (439) |
| Interest expense related to lease liabilities | (98) | (98) | (106) |
Charge to profit before taxation for leases | (364) | (363) | (545) |
Variable lease payments primarily include real estate taxes and insurance costs.
The maturity of lease liabilities at 31 December 2025 and 2024 were as follows:
2025 | 2024 | |
£m | £m | |
Within one year | 325 | 353 |
| Between one and two years | 294 | 307 |
Between two and three years | 265 | 281 |
Between three and four years | 241 | 256 |
Between four and five years | 202 | 235 |
| Over five years | 1,124 | 1,260 |
2,451 | 2,692 | |
Effect of discounting | (555) | (672) |
Lease liability at end of year | 1,896 | 2,020 |
Short-term lease liability | 223 | 240 |
| Long-term lease liability | 1,673 | 1,780 |
The total committed undiscounted future cash flows for leases not yet
commenced at 31 December 2025 is £70 million (2024: £114 million).
The Group subleases certain properties, which are treated as finance
subleases when the arrangement transfers substantially all the risks and
rewards of ownership of the asset. At 31 December 2025, the net investment
in sublease balance of £54 million is recognised within other receivables
(2024: £59 million).
The Group does not face a significant liquidity risk with regard to its lease
liabilities. Refer to note 23 for management of liquidity risk.
| £m | |
| Cost | |
1 January 2024 | 11,979 |
Additions 1 | 27 |
Disposals | (466) |
Exchange adjustments | (146) |
31 December 2024 | 11,394 |
Additions 1 | 91 |
Disposals | – |
Exchange adjustments | (217) |
31 December 2025 | 11,268 |
| Accumulated impairment losses | |
1 January 2024 | 3,590 |
Impairment losses for the year | 237 |
Exchange adjustments | (43) |
31 December 2024 | 3,784 |
Impairment losses for the year | 641 |
Exchange adjustments | (103) |
December 31, 2025 | 4,322 |
| Net book value | |
31 December 2025 | 6,946 |
31 December 2024 | 7,610 |
1 January 2024 | 8,389 |
| Brands | Internally | |||
| with an | generated | |||
| indefinite | Acquired | intangibles | ||
| useful life | intangibles | and other 2 | Total | |
£m | £m | £m | £m | |
| Cost | ||||
1 January 2024 | 472 | 1,814 | 280 | 2,566 |
Additions | – | – | 47 | 47 |
Disposals and derecognition | (2) | (820) | (38) | (860) |
Acquisitions | – | 17 | – | 17 |
Other movements 1 | – | 14 | 6 | 20 |
Exchange adjustments | (1) | (12) | – | (13) |
31 December 2024 | 469 | 1,013 | 295 | 1,777 |
Additions | – | – | 95 | 95 |
Disposals and derecognition | – | (234) | (34) | (268) |
Acquisitions | – | 32 | – | 32 |
Exchange adjustments | (17) | (19) | (8) | (44) |
31 December 2025 | 452 | 792 | 348 | 1,592 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 152NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Brands with an | ||||
Goodwill 1 | indefinite useful life | |||
2025 | 2024 | 2025 | 2024 | |
£m | £m | £m | £m | |
WPP Media | 3,308 | 3,200 | – | – |
VML | 1,873 | 1,905 | – | – |
Ogilvy 3 | 617 | 795 | 206 | 212 |
Burson | 718 | 746 | 106 | 111 |
Hill & Knowlton 4 | – | – | 32 | 33 |
AKQA 2 | 87 | 435 | – | – |
Landor | 70 | 89 | 51 | 53 |
| Other | 273 | 440 | – | – |
6,946 | 7,610 | 395 | 409 | |
| Brands | Internally | |||
| with an | generated | |||
| indefinite | Acquired | intangibles | ||
| useful life | intangibles | and other 2 | Total | |
£m | £m | £m | £m | |
| Accumulated amortisation | ||||
| and impairment | ||||
1 January 2024 | 60 | 1,470 | 186 | 1,716 |
Charge for the year | – | 93 | 32 | 125 |
Other movements 1 | – | – | 1 | 1 |
Disposals and derecognition | – | (759) | (37) | (796) |
Exchange adjustments | – | (7) | 1 | (6) |
31 December 2024 | 60 | 797 | 183 | 1,040 |
Charge for the year | – | 61 | 43 | 104 |
Other movements 1 | – | – | 8 | 8 |
Disposals and derecognition | – | (234) | (34) | (268) |
Exchange adjustments | (3) | (17) | (6) | (26) |
31 December 2025 | 57 | 607 | 194 | 858 |
| Net book value | ||||
31 December 2025 | 395 | 185 | 154 | 734 |
31 December 2024 | 409 | 216 | 112 | 737 |
1 January 2024 | 412 | 344 | 94 | 850 |
11. INTANGIBLE ASSETS CONTINUED
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 153NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11. INTANGIBLE ASSETS CONTINUED
| Fixtures, | ||||||
| fittings | ||||||
| Freehold | Leasehold | and | Computer | |||
| Land | buildings | buildings | equipment | equipment | Total | |
£m | £m | £m | £m | £m | £m | |
| Cost | ||||||
1 January 2024 | 12 | 34 | 1,061 | 119 | 390 | 1,616 |
Additions | – | 2 | 69 | 15 | 76 | 162 |
Disposals and derecognition | (3) | (4) | (158) | (58) | (83) | (306) |
Reclassification | (64) | 64 | – | – | – | – |
| Exchange | ||||||
adjustments | 91 | 48 | (11) | (7) | 4 | 125 |
| 31 December | ||||||
| 2024 | 36 | 144 | 961 | 69 | 387 | 1,597 |
Additions | – | 3 | 29 | 16 | 43 | 91 |
Disposals and derecognition | (1) | (9) | (64) | (30) | (89) | (193) |
| Exchange | ||||||
adjustments | (8) | (11) | (29) | 6 | (6) | (48) |
| 31 December | ||||||
2025 | 27 | 127 | 897 | 61 | 335 | 1,447 |
| Accumulated | ||||||
depreciation and impairment | ||||||
1 January 2024 | – | 3 | 480 | 45 | 260 | 788 |
Charge for the year | – | 1 | 65 | 23 | 67 | 156 |
| Impairment | ||||||
| charges | ||||||
| included within | ||||||
| restructuring | ||||||
costs | – | – | 2 | – | – | 2 |
Disposals and derecognition | – | (2) | (120) | (52) | (80) | (254) |
| Exchange | ||||||
adjustments | – | – | 15 | (9) | (10) | (4) |
| 31 December | ||||||
| 2024 | – | 2 | 442 | 7 | 237 | 688 |
Charge for the year | – | – | 60 | 19 | 63 | 142 |
| Impairment | ||||||
| charges | ||||||
| included within | ||||||
| restructuring | ||||||
costs | 12 | 60 | 13 | – | 1 | 86 |
Disposals and derecognition | – | (4) | (54) | (27) | (88) | (173) |
| Exchange | ||||||
adjustments | – | – | (17) | 1 | (4) | (20) |
| 31 December | ||||||
2025 | 12 | 58 | 444 | – | 209 | 723 |
| Net book value | ||||||
| 31 December | ||||||
2025 | 15 | 69 | 453 | 61 | 126 | 724 |
| 31 December | ||||||
2024 | 36 | 142 | 519 | 62 | 150 | 909 |
1 January 2024 | 12 | 31 | 581 | 74 | 130 | 828 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 154NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. PROPERTY, PLANT AND EQUIPMENT CONTINUED
| Interests in | Other | |
| associates | investments | |
£m | £m | |
1 January 2024 | 287 | 333 |
Additions | – | 24 |
Share of profits of associates | 34 | – |
Dividends | (29) | – |
Other movements 1 | 3 | 62 |
Exchange adjustments | (9) | – |
Disposals | (10) | – |
| Revaluation of other investments through profit | ||
or loss | – | (14) |
Revaluation of other investments through other comprehensive income | – | (7) |
Impairment charges | (23) | – |
31 December 2024 | 253 | 398 |
Additions | 3 | 9 |
Share of profits of associates | 37 | – |
Dividends | (43) | – |
Other movements | (1) | (8) |
Exchange adjustments | (10) | (15) |
Disposals | (3) | – |
| Revaluation of other investments through profit | ||
or loss | – | 4 |
Revaluation of other investments through other comprehensive income | – | (54) |
Impairment charges | (5) | – |
31 December 2025 | 231 | 334 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
Earnings from associates (note 4) | 39 | 36 | 70 |
Share of other comprehensive loss of associates | – | – | (1) |
Share of total comprehensive earnings of associates | 39 | 36 | 69 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 155NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Offset of | |||||
| balances arising | Gross balances | ||||
| from a single | before offset | Offset within | |||
| Gross | transaction 1 | within countries | countries | As reported | |
2025 | £m | £m | £m | £m | £m |
Deferred tax assets | 610 | (67) | 543 | (251) | 292 |
Deferred tax liabilities | (464) | 67 | (397) | 251 | (146) |
146 | – | 146 | – | 146 |
| Offset of | |||||
| balances arising | Gross balances | ||||
| from a single | before offset | Offset within | |||
| Gross | transaction 1 | within countries | countries | As reported | |
2024 | £m | £m | £m | £m | £m |
Deferred tax assets | 661 | (93) | 568 | (245) | 323 |
Deferred tax liabilities | (480) | 93 | (387) | 245 | (142) |
181 | – | 181 | – | 181 |
| Accounting | Retirement | Tax | Other | |||||||
| Deferred | provisions | benefit | Plant and | losses and | Share-based | Restructuring | temporary | |||
| compensation | and accruals | obligations | equipment | Property | credits | payments | provisions | differences | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
1 January 2024 | 65 | 132 | 50 | 36 | 56 | 104 | 35 | 107 | 5 | 590 |
(Charge)/credit to income | (10) | (15) | 2 | (3) | (12) | 35 | (2) | (5) | 6 | (4) |
Credit to other comprehensive income | – | – | 2 | – | – | – | – | – | – | 2 |
Credit to equity | – | – | – | – | – | – | 1 | – | – | 1 |
Disposal of subsidiaries | (2) | (1) | – | – | – | – | (2) | – | – | (5) |
Exchange differences and other movements | (2) | (2) | (2) | (1) | 4 | – | – | (13) | – | (16) |
31 December 2024 | 51 | 114 | 52 | 32 | 48 | 139 | 32 | 89 | 11 | 568 |
A c q u i s i t i o n o f s u b s i d i a r i e s | – | – | – | – | – | – | – | – | ( 1 ) | ( 1 ) |
(Charge)/credit to income | (17) | 37 | (3) | (7) | 8 | (5) | (19) | (5) | 16 | 5 |
Credit to other comprehensive income | – | – | – | – | – | – | – | – | – | – |
Charge to equity | – | – | – | – | – | – | (2) | – | – | (2) |
Exchange differences and other movements | (5) | (2) | (2) | – | 19 | (8) | (1) | (16) | (12) | (27) |
31 December 2025 | 29 | 149 | 47 | 25 | 75 | 126 | 10 | 68 | 14 | 543 |
14. DEFERRED TAX CONTINUED
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 156NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Brands | Other | |||||
| and other | Associate | Plant and | temporary | |||
| intangibles | earnings | Goodwill | equipment | differences | Total | |
£m | £m | £m | £m | £m | £m | |
1 January 2024 | 195 | 19 | 181 | 22 | 28 | 445 |
Acquisition of subsidiaries | 8 | – | – | – | – | 8 |
(Credit)/charge to income | (28) | (6) | 8 | 7 | (7) | (26) |
Disposal of subsidiaries | (15) | – | (18) | (1) | – | (34) |
Exchange differences and other movements | – | 1 | 3 | (12) | 2 | (6) |
31 December 2024 | 160 | 14 | 174 | 16 | 23 | 387 |
Acquisition of subsidiaries | 8 | – | – | – | – | 8 |
(Credit)/charge to income | (16) | – | 8 | (2) | (1) | (11) |
Disposal of subsidiaries | – | – | – | – | – | – |
Exchange differences and other movements | (5) | (1) | 12 | 10 | (3) | 13 |
31 December 2025 | 147 | 13 | 194 | 24 | 19 | 397 |
2025 | 2024 | |
Amounts to be realised within one year | £m | £m |
Trade receivables (net of loss allowance) | 6,089 | 6,487 |
Unbilled costs | 189 | 238 |
VAT and sales taxes recoverable | 380 | 323 |
| Prepayments | 205 | 221 |
| Fair value of derivatives | 3 | 1 |
Other receivables 1 | 413 | 452 |
7,279 | 7,722 |
| Days past due | |||||||
| Carrying | 181 | Greater | |||||
| amount at | Not | 0–30 | 31–90 | 91–180 | days- | than | |
| 31 December | past due | days | days | days | 1 year | 1 year | |
2025 | £m | £m | £m | £m | £m | £m | £m |
| Gross trade | |||||||
receivables | 6,124 | 5,365 | 494 | 157 | 42 | 16 | 50 |
| Expected | |||||||
| credit | |||||||
losses | (35) | (1) | – | – | (3) | (10) | (21) |
6,089 | 5,364 | 494 | 157 | 39 | 6 | 29 |
| Days past due | |||||||
| Carrying | 181 | Greater | |||||
| amount at | Not | 0–30 | 31–90 | 91–180 | days- | than | |
| 31 December | past due | days | days | days | 1 year | 1 year | |
2024 | £m | £m | £m | £m | £m | £m | £m |
| Gross trade | |||||||
receivables | 6,522 | 5,672 | 572 | 155 | 58 | 23 | 42 |
| Expected | |||||||
| credit | |||||||
losses | (35) | (1) | – | – | (2) | (9) | (23) |
6,487 | 5,671 | 572 | 155 | 56 | 14 | 19 |
2025 | 2024 | |
Amounts to be realised after more than one year | £m | £m |
Fair value of derivatives | 77 | 4 |
Other receivables and prepayments 1 | 195 | 170 |
272 | 174 |
14. DEFERRED TAX CONTINUED
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 157NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2025 | 2024 | |
£m | £m | |
Trade payables | 10,067 | 10,637 |
Deferred income and customer advances 1 | 955 | 1,160 |
Contingent consideration liabilities | 46 | 57 |
| Deferred consideration liabilities | 45 | 10 |
Liabilities in respect of put option agreements with vendors | 24 | 1 |
Fair value of derivatives | 4 | 32 |
Other payables and accruals 2 | 2,268 | 2,319 |
13,409 | 14,216 |
2025 | 2024 | |
£m | £m | |
Contingent consideration liabilities | 20 | 76 |
| Deferred consideration liabilities | 87 | – |
Liabilities in respect of put option agreements with vendors | 58 | 66 |
Fair value of derivatives | 1 | 25 |
Other payables and accruals | 42 | 62 |
208 | 229 |
18. CASH AND CASH EQUIVALENTS
2025 | 2024 | |
£m | £m | |
Cash at bank and deposits | 2,226 | 1,983 |
Money market funds | 468 | 655 |
Cash and cash equivalents as presented in the consolidated balance sheet | 2,694 | 2,638 |
Bank overdrafts | (168) | (171) |
Cash and cash equivalents as presented in the consolidated cash flow statement | 2,526 | 2,467 |
Money market funds are held at fair value through profit and loss. Cash at
bank and deposits are held at amortised cost and the carrying value
approximates the fair value.
The Group operates in a number of territories where there are regulatory
restrictions. As a result, £49 million (2024: £38 million) of cash included in
cash and cash equivalents is restricted for use by the Group, yet is available
for use in the relevant subsidiary’s day-to-day operations.
19. BORROWINGS
2025 | 2024 | |
£m | £m | |
| Current | ||
Bonds | 654 | 413 |
| Bank overdrafts | 168 | 171 |
Total current borrowings | 822 | 584 |
| Non-current | ||
Bonds | 4,114 | 3,744 |
Total borrowings | 4,936 | 4,328 |
The Group estimates that the fair value of bonds is £4,595 million at
31 December 2025 (2024: £3,964 million). The fair values of the bonds are based
on quoted market prices and are within level 1 of the fair value hierarchy.
The carrying amount of the Group's other financial liabilities held at
amortised cost approximate to their fair value.
BONDS
US$ bonds At 31 December 2025, the Group had in issue $93 million of
5.125% bonds due September 2042 and $220 million of 5.625% bonds due
November 2043.
Eurobonds At 31 December 2025, the Group had in issue €750 million of
2.25% bonds due September 2026, €750 million of 2.375% bonds due May
2027, €550 million of 4.125% bonds due May 2028, €351 million of 3.625%
bonds due September 2029, €600 million of 1.625% bonds due March 2030,
€1,000 million of 3.625% bonds due June 2031 (issued in December 2025),
and €500 million of 4% bonds due September 2033. In March 2025,
€500 million of 1.375% bonds were repaid.
Sterling bonds At 31 December 2025, the Group had in issue £250 million
of 3.75% bonds due May 2032 and £380 million of 2.875% bonds due
September 2046.
REVOLVING CREDIT FACILITY
The Group has a five-year Revolving Credit Facility of $2.5 billion
(2024: $2.5 billion) which matures in February 2031 following the final
one-year extension option that was executed in February 2026. The
Revolving Credit Facility has no financial covenants and remained
undrawn at 31 December 2025 (2024: undrawn).
COMMERCIAL PAPER PROGRAMMES
The Group operates commercial paper programmes using its Revolving
Credit Facility as a backstop. The average US commercial paper in issue
in 2025 was $630 million (2024: $194 million) at an average interest rate of
4.62% (2024: 5.36%) inclusive of margin. The average Euro commercial paper
in issue in 2025 was £298 million (2024: nil) at an average interest rate of
2.25% inclusive of margin and inclusive of the effect of currency swaps,
where applicable. There were no US or Euro commercial paper outstanding
at 31 December 2025.
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 158NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19. BORROWINGS CONTINUED
ANALYSIS OF CHANGE IN FINANCING ACTIVITIES INCLUSIVE OF LEASES
The table below details changes arising from financing activities, including both cash and non-cash changes.
| Acquisition and | ||||||
| Opening | disposal of | Foreign | Interest and | Closing | ||
balance | Cash flow | subsidiaries | exchange | other | balance | |
2025 | £m | £m | £m | £m | £m | £m |
Borrowings 1 | 4,157 | 456 | – | 147 | 8 | 4,768 |
Derivatives (notes 15, 16 and 17) | 52 | (26) | – | (94) | (7) | (75) |
Lease liabilities (note 10) 2 | 2,020 | (337) | 2 | (18) | 229 | 1,896 |
Liabilities from financing activities | 6,229 | 93 | 2 | 35 | 230 | 6,589 |
Cash and cash equivalents (note 18) 3 | (2,638) | (262) | 1 | 20 | 185 | (2,694) |
Bank overdrafts | 171 | 18 | – | (21) | – | 168 |
3,762 | (151) | 3 | 34 | 415 | 4,063 |
| Acquisition and | ||||||
| Opening | disposal of | Foreign | Interest and | Closing | ||
balance | Cash flow | subsidiaries | exchange | other | balance | |
2024 | £m | £m | £m | £m | £m | £m |
Borrowings 1 | 4,363 | (27) | – | (163) | (16) | 4,157 |
Derivatives (notes 15, 16 and 17) | (31) | (14) | – | 60 | 37 | 52 |
Lease liabilities (note 10) 2 | 2,154 | (377) | – | (36) | 279 | 2,020 |
Liabilities from financing activities | 6,486 | (418) | – | (139) | 300 | 6,229 |
Cash and cash equivalents (note 18) 3 | (2,218) | (801) | 79 | 105 | 197 | (2,638) |
Bank overdrafts | 358 | (172) | – | (15) | – | 171 |
4,626 | (1,391) | 79 | (49) | 497 | 3,762 |
Notes
1
Borrowings as presented in this table includes bonds and excludes bank overdrafts. The interest and other amounts within borrowings comprises amortisation of capitalised borrowing costs
2
Repayment of lease liabilities includes £95 million (2024: £95 million) of interest paid on lease liabilities recognised within net cash inflow from operating activities (note 9). Interest and other within
lease liabilities comprises interest on leases, lease liability additions and disposals (note 10)
3
Cash flow includes £185 million (2024: £197 million) of net cash interest paid recognised within net cash inflow from operating activities (note 9). The prior year table has been re-presented to show
net interest paid and interest expense separately
20. PROVISIONS FOR LIABILITIES AND CHARGES
The movements in 2025 and 2024 were as follows:
| Employee | |||||
| benefits | Property | Legal | Other | Total | |
| £m | £m | £m | £m | £m | |
1 January 2024 | 153 | 99 | 35 | 18 | 305 |
Charged to the income statement | 14 | 12 | 102 | 1 | 129 |
Utilised | (33) | (17) | – | – | (50) |
Released to the income statement | – | (12) | (6) | (12) | (30) |
Other movements | 28 | (10) | – | – | 18 |
Exchange adjustments | 2 | (1) | 1 | 1 | 3 |
31 December 2024 | 164 | 71 | 132 | 8 | 375 |
Charged to the income statement | 4 | 14 | 49 | 2 | 69 |
Utilised | (32) | (18) | – | – | (50) |
Released to the income statement | – | (10) | (2) | – | (12) |
Other movements | 21 | (3) | (25) | (2) | (9) |
Exchange adjustments | (11) | (2) | (1) | – | (14) |
31 December 2025 | 146 | 52 | 153 | 8 | 359 |
2025 | 2024 | |
£m | £m | |
Current | 160 | 143 |
Non-current | 199 | 232 |
359 | 375 |
Employee benefits relate to employee entitlements where there is uncertainty over the timing or amount of the settlement. The majority of this provision
relates to various employee entitlements in the US. It is anticipated that these costs will be incurred when employees choose to take their benefits or depart
from the Group.
Property provisions relate primarily to onerous property contracts and decommissioning where the Group has the obligation to make-good its leased
properties. Where the Group has made a decision to exit a leased property, onerous property contract provisions do not include rent in accordance
with IFRS 16 ‘Leases’, however they do include unavoidable costs related to the lease such as ongoing service charges. Utilisation of the recognised
provisions is expected to occur in conjunction with the profile of the leases to which they relate.
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 159NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. PROVISIONS FOR LIABILITIES AND CHARGES CONTINUED
Legal provisions of £153 million (2024: £132 million) relate to certain ongoing
legal proceedings and claims, which from time to time the Company and
its subsidiaries are parties to, which arise in the ordinary course of business.
The £49 million (2024: £102 million) charged to the income statement includes
the £43 million charge (2024: £68 million charge) described in note 3 and other
not material items. The Group expects £142 million of the provision to be
settled in less than one year, with £11 million of the provision to be settled in
more than one year. The Directors do not consider that there is a significant
risk of any material additional charges or credits in respect of these matters
within the next financial year, beyond the amounts already provided.
Other provisions include various items that are not material and do not fall
within the Group’s categories of provisions above.
21. SHARE BASED PAYMENTS
Charges for share-based incentive plans were as follows:
2025 | 2024 | 2023 | |
£m | £m | £m | |
Share-based payments | 73 | 109 | 140 |
Share-based payments comprise charges for stock options of £5 million
(2024: £6 million, 2023: £5 million) and restricted stock awards to employees
of the Group of £68 million (2024: £103 million, 2023: £135 million).
RESTRICTED STOCK PLANS
The Group operates a number of equity-settled share incentive schemes,
in most cases satisfied by the delivery of stock from one of the Group’s
Employee Share Ownership Plan (ESOP) trusts. The most significant current
schemes are as follows:
EXECUTIVE PERFORMANCE SHARE PLAN EPSP
This scheme is intended to reward and incentivise the most senior executives
of the Group. The performance period is three or five complete financial
years, commencing with the financial year in which the award is granted.
The vesting date will usually be in the March following the end of the
performance period. Vesting is conditional on continued employment
throughout the vesting period.
The 2023, 2024 and 2025 EPSP 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. The Compensation Committee has an overriding
discretion to determine the extent to which the award will vest.
BONUS RELATED SHARE AWARDS
The Group grants bonuses to key executives in the form of share awards
under the Executive Share Award (ESA), Performance Share Awards (PSA) or
Short-term Incentive Plan (STIP) plans which are all conditional stock awards
made from annual bonus pools. The awards are dependent upon annual
performance targets, typically based on one or more of: revenue less
pass-through costs, operating profit and operating margin. Grants are made
in the year following the year of performance measurement, and vest two
years after grant date provided the individual concerned is continually
employed by the Group throughout this time.
LEADERSHIP SHARE AWARDS
WPP Leadership Share Awards are conditional stock awards made to around
1,800 of our key executives. Awards vest three years after grant, provided
the participant is still employed within the Group.
VALUATION METHODOLOGY
For all of the above schemes, the valuation methodology is based upon
fair value on grant date, which is determined by the market price on that
date or the application of a Black-Scholes model, depending upon the
characteristics of the scheme concerned. Market price on any given day
is obtained from external, publicly available sources.
MARKET NON MARKET CONDITIONS
Most share-based plans are subject to non-market performance conditions,
such as margin or growth targets, as well as continued employment.
EPSP is subject to a number of performance conditions, including TSR,
a market-based condition.
For schemes without market-based performance conditions, the valuation
methodology above is applied and, at each year-end, the relevant charge
for each grant is revised, if appropriate, to take account of any changes in
estimate of the likely number of shares expected to vest.
For schemes with market-based performance conditions, the probability
of satisfying these conditions is assessed at grant date through a statistical
model (such as the Monte Carlo model) and applied to the fair value.
This initial valuation remains fixed throughout the life of the relevant plan,
irrespective of the actual outcome in terms of performance. Where a lapse
occurs due to cessation of employment, the cumulative charge taken to
date is reversed.
| Non-vested | Non-vested | ||||
| 1 January | 31 December | ||||
| 2025 | Granted | Forfeited | Vested | 2025 | |
| number | number | number | number | number | |
| m | m 1 | m | m | m | |
| Executive | |||||
| Performance Share | |||||
Plan (EPSP) | 25 | 14 | (8) | (3) | 28 |
| Bonus-related Share | |||||
Awards | 12 | 9 | (2) | (6) | 13 |
| Leadership Share | |||||
Awards | 13 | 12 | (1) | (4) | 20 |
| Weighted average | |||||
| fair value (pence per | |||||
| share) | |||||
| Executive | |||||
| Performance Share | |||||
Plan (EPSP) | 853p | 564p | 879p | 1,025p | 684p |
| Bonus-related Share | |||||
Awards | 873p | 592p | 697p | 924p | 677p |
| Leadership Share | |||||
Awards | 821p | 320p | 770p | 927p | 492p |
| Non-vested | Non-vested | ||||
| 1 January | 31 December | ||||
| 2024 | Granted | Forfeited | Vested | 2024 | |
| number | number | number | number | number | |
| m | m 1 | m | m | m | |
| Executive | |||||
| Performance Share | |||||
Plan (EPSP) | 23 | 11 | (5) | (4) | 25 |
| Bonus-related Share | |||||
Awards | 12 | 7 | (1) | (6) | 12 |
| Leadership Share | |||||
Awards | 12 | 5 | (1) | (3) | 13 |
| Weighted average | |||||
| fair value (pence per | |||||
| share) | |||||
| Executive | |||||
| Performance Share | |||||
Plan (EPSP) | 950p | 738p | 980p | 949p | 853p |
| Bonus-related Share | |||||
Awards | 903p | 820p | 861p | 877p | 873p |
| Leadership Share | |||||
Awards | 848p | 872p | 844p | 1,026p | 821p |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 160NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2025 | 2024 | 2023 | |
£m | £m | £m | |
Defined contribution plans | 190 | 202 | 198 |
Defined benefit plans charge to operating profit | 18 | 13 | 15 |
| Pension costs (note 5) | 208 | 215 | 213 |
| Net interest expense on pension | |||
plans (note 6) | 4 | 4 | 4 |
212 | 219 | 217 |
2025 | 2024 | |||
£m | % | £m | % | |
Equities | 19 | 9% | 25 | 10% |
| Bonds | 149 | 67% | 175 | 70% |
Cash | 10 | 4% | 8 | 3% |
Other | 44 | 20% | 43 | 17% |
Total fair value of assets | 222 | 100% | 251 | 100% |
Present value of liabilities | (334) | (365) | ||
Deficit in the plans | (112) | (114) | ||
Irrecoverable surplus | – | – | ||
Net liability 1 | (112) | (114) | ||
Plans in surplus 2 | 16 | 18 | ||
Plans in deficit | (128) | (132) |
2025 | 2024 | |
Surplus/(deficit) in plans by region | £m | £m |
UK | 1 | 1 |
| North America | (21) | (23) |
Western Continental Europe | (57) | (56) |
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe | (35) | (36) |
Deficit in the plans | (112) | (114) |
| 2025 | 2024 | |||
| 2025 | Present | 2024 | Present | |
| Surplus/ | value of | Surplus/ | value of | |
| (deficit) | liabilities | (deficit) | liabilities | |
| £m | £m | £m | £m | |
| Funded plans by region | ||||
UK | 1 | (9) | 1 | (9) |
| North America | 9 | (147) | 11 | (174) |
| Western Continental Europe | (27) | (62) | (29) | (65) |
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe | (5) | (26) | (3) | (23) |
Deficit/liabilities in the funded plans | (22) | (244) | (20) | (271) |
| Unfunded plans by region | ||||
North America | (30) | (30) | (34) | (34) |
| Western Continental Europe | (30) | (30) | (27) | (27) |
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe | (30) | (30) | (33) | (33) |
Deficit/liabilities in the unfunded plans | (90) | (90) | (94) | (94) |
Deficit/liabilities in the plans | (112) | (334) | (114) | (365) |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 161NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. EMPLOYEE BENEFIT OBLIGATIONS CONTINUED
2025 | 2024 | 2023 | |
% pa | % pa | % pa | |
| UK | |||
Discount rate 1 | 4.9 | 5.2 | 4.7 |
| Rate of increase in pensions in payment | 2.5 | 2.6 | 2.5 |
| Inflation | 2.9 | 3.2 | 3.1 |
| North America | |||
Discount rate 1 | 5.1 | 5.4 | 4.9 |
Rate of increase in salaries 2 | n/a | n/a | n/a |
| Western Continental Europe | |||
Discount rate 1 | 3.9 | 3.3 | 3.4 |
| Rate of increase in salaries | 2.5 | 2.5 | 2.5 |
Rate of increase in pensions in payment | 2.0 | 2.0 | 2.0 |
| Inflation | 2.0 | 2.0 | 2.0 |
| Asia Pacific, Latin America, Africa & | |||
| Middle East and Central & Eastern Europe | |||
Discount rate 1 | 5.9 | 6.4 | 6.5 |
| Rate of increase in salaries | 5.8 | 6.2 | 6.2 |
Inflation | 3.0 | 2.9 | 3.4 |
| Western | |||||
| Years life expectancy | All | North | Continental | ||
| after age 65 | plans | America | UK | Europe | Other 1 |
| Current pensioners | |||||
(at age 65) – male | 21.9 | 22.1 | 21.6 | 21.3 | n/a |
| Current pensioners | |||||
(at age 65) – female | 23.7 | 23.5 | 23.9 | 24.3 | n/a |
| Future pensioners | |||||
(current age 45) – male | 23.5 | 23.5 | 23.3 | 23.5 | n/a |
| Future pensioners | |||||
(current age 45) – female | 25.3 | 24.9 | 25.7 | 26.2 | n/a |
| Western | |||||
| All | North | Continental | |||
| plans | America | UK | Europe | Other 1 | |
| Weighted average | |||||
| duration of the defined | |||||
benefit obligation (years) | 7.3 | 6.5 | 5.4 | 9.7 | 5.7 |
| Expected benefit | |||||
| payments over the next | |||||
| ten years (£m) | |||||
within 12 months | 29 | 17 | 1 | 6 | 5 |
in 2027 | 28 | 17 | 1 | 6 | 4 |
in 2028 | 27 | 15 | 1 | 7 | 5 |
in 2029 | 29 | 17 | 1 | 7 | 5 |
in 2030 | 29 | 16 | – | 7 | 6 |
in the next five years | 130 | 68 | 2 | 32 | 28 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 162NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. EMPLOYEE BENEFIT OBLIGATIONS CONTINUED
| (Decrease)/increase | ||
| in benefit obligation | ||
| 2025 | 2024 | |
Sensitivity analysis of significant actuarial assumptions | £m | £m |
| Discount rate | ||
| Increase by 25 basis points: | ||
UK | – | – |
North America | (3) | (3) |
| Western Continental Europe | (2) | (2) |
Other 1 | (1) | (1) |
| UK | – | – |
North America | 3 | 3 |
| Western Continental Europe | 2 | 2 |
Other 1 | 1 | 1 |
| Increase by 25 basis points: | ||
| Western Continental Europe | 1 | 1 |
Other 1 | – | 1 |
Western Continental Europe | (1) | (1) |
Other 1 | (1) | (1) |
| Increase by 25 basis points: | ||
UK | – | – |
Western Continental Europe | 1 | 1 |
| Decrease by 25 basis points: | ||
UK | – | – |
Western Continental Europe | (1) | (1) |
| Life expectancy | ||
| Increase in longevity by one additional year: | ||
| UK | 1 | 1 |
| North America | 3 | 3 |
Western Continental Europe | 3 | 3 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
Service cost 1 | 16 | 12 | 12 |
Administrative expenses | 2 | 1 | 3 |
Charge to operating profit | 18 | 13 | 15 |
Net interest expense on pension plans | 4 | 4 | 4 |
Charge to profit before taxation for defined benefit plans | 22 | 17 | 19 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
| Return/(loss) on plan assets (excluding | 4 | (4) | 7 |
| interest income) | |||
| Changes in demographic assumptions | – | – | (1) |
| underlying the present value of the plan | |||
| liabilities | |||
| Changes in financial assumptions | 1 | 11 | (14) |
| underlying the present value of the plan | |||
| liabilities | |||
| Experience loss arising on the plan | (6) | (4) | (1) |
| liabilities | |||
Change in irrecoverable surplus | – | – | – |
Actuarial (loss)/gain recognised in OCI | (1) | 3 | (9) |
2025 | 2024 | 2023 | |
£m | £m | £m | |
Plan liabilities at beginning of year | 365 | 381 | 553 |
Service cost 1 | 16 | 12 | 12 |
| Interest cost | 16 | 16 | 21 |
| Actuarial loss/(gain): | |||
| Effect of changes in demographic | |||
| assumptions | – | – | 1 |
| Effect of changes in financial | |||
| assumptions | (1) | (11) | 14 |
Effect of experience adjustments | 6 | 4 | 1 |
Benefits paid | (49) | (33) | (38) |
Gain due to exchange rate movements | (14) | (2) | (17) |
Settlement payments 2 | (3) | (1) | (163) |
Other 3 | (2) | (1) | (3) |
Plan liabilities at end of year | 334 | 365 | 381 |
2025 | 2024 | 2023 | |
£m | £m | £m | |
Fair value of plan assets at beginning of year | 251 | 259 | 431 |
| Interest income on plan assets | 12 | 12 | 16 |
| Gain/(loss) on plan assets (excluding | |||
interest income) | 4 | (4) | 6 |
| Employer contributions | 21 | 20 | 20 |
Benefits paid | (49) | (33) | (38) |
| (Loss)/gain due to exchange rate | |||
movements | (13) | 1 | (12) |
Settlement payments 1 | (3) | (1) | (163) |
Administrative expenses | (2) | (1) | (3) |
Other 2 | 1 | (2) | 2 |
| Fair value of plan assets at end of year | 222 | 251 | 259 |
Actual return on plan assets | 16 | 8 | 22 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 163NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
2025 | 2024 | |
£m | £m | |
Cash and cash equivalents (note 18) | 2,694 | 2,638 |
| Current borrowings (note 19) | (822) | (584) |
| Non-current borrowings (note 19) | (4,114) | (3,744) |
Cash and cash equivalents less borrowings | (2,242) | (1,690) |
| Equity | 2,772 | 3,734 |
Capital | 530 | 2,044 |
| Trade | Total | |||||||||
| payables | non- | Derivative | Derivative | Total | ||||||
| Total | and other | derivative | financial | financial | derivative | |||||
| Bank | Lease | borrowings | financial | financial | instruments | instruments | financial | |||
| overdrafts | Bonds 1 | liabilities | and leases | liabilities 2 | instruments | receivable | payable | instruments | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
| At 31 December 2025 | ||||||||||
Within one year | (168) | (790) | (325) | (1,283) | (11,432) | (12,715) | 2,032 | (2,040) | (8) | (12,723) |
Between one and two years | – | (791) | (294) | (1,085) | (91) | (1,176) | 66 | (77) | (11) | (1,187) |
Between two and three years | – | (601) | (265) | (866) | (71) | (937) | 544 | (506) | 38 | (899) |
Between three and four years | – | (408) | (241) | (649) | (13) | (662) | 650 | (633) | 17 | (645) |
Between four and five years | – | (614) | (202) | (816) | (5) | (821) | 17 | (24) | (7) | (828) |
Over five years | – | (2,611) | (1,124) | (3,735) | – | (3,735) | 489 | (503) | (14) | (3,749) |
(168) | (5,815) | (2,451) | (8,434) | (11,612) | (20,046) | 3,798 | (3,783) | 15 | (20,031) | |
Effect of discounting/ | ||||||||||
financing rates | – | 1,047 | 555 | 1,602 | 18 | 1,620 | – | – | 60 | 1,680 |
Total | (168) | (4,768) | (1,896) | (6,832) | (11,594) | (18,426) | – | – | 75 | (18,351) |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 164NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
| Trade | Total | |||||||||
| payables | non- | Derivative | Derivative | Total | ||||||
| Total | and other | derivative | financial | financial | derivative | |||||
| Bank | Lease | borrowings | financial | financial | instruments | instruments | financial | |||
overdrafts | Bonds 1 | liabilities | and leases | liabilities 2 | instruments | receivable | payable | instruments | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
| At 31 December 2024 | ||||||||||
Within one year | (171) | (536) | (353) | (1,060) | (12,140) | (13,200) | 1,244 | (1,296) | (52) | (13,252) |
Between one and two years | – | (736) | (307) | (1,043) | (76) | (1,119) | 99 | (119) | (20) | (1,139) |
Between two and three years | – | (723) | (281) | (1,004) | (45) | (1,049) | 62 | (80) | (18) | (1,067) |
Between three and four years | – | (542) | (256) | (798) | (25) | (823) | 516 | (542) | (26) | (849) |
Between four and five years | – | (359) | (235) | (594) | (13) | (607) | 632 | (656) | (24) | (631) |
Over five years | – | (2,265) | (1,260) | (3,525) | (9) | (3,534) | 479 | (525) | (46) | (3,580) |
(171) | (5,161) | (2,692) | (8,024) | (12,308) | (20,332) | 3,032 | (3,218) | (186) | (20,518) | |
Effect of discounting/ | ||||||||||
financing rates | – | 1,004 | 672 | 1,676 | 26 | 1,702 | – | – | 134 | 1,836 |
Total | (171) | (4,157) | (2,020) | (6,348) | (12,282) | (18,630) | – | – | (52) | (18,682) |
| Fixed/float | Maturity | ||
2025 | £m | rate 1 | (months) 1 |
| Currency | |||
| $ – fixed | 955 | 5.24 | 79 |
£ – fixed 2 | 1,057 | 3.62 | 110 |
£ – float 2 | 428 | SONIA | 91 |
€ – fixed | 2,705 | 2.60 38 |
| Fixed/float | Maturity | ||
2024 | £m | rate 1 | (months) 1 |
| Currency | |||
$ – fixed | 1,026 | 5.24 | 91 |
£ – fixed 2 | 1,501 | 3.53 | 83 |
£ – float 2 | 428 | SONIA | 103 |
€ – fixed | 1,736 | 2.12 | 36 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 165NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
CONTINUED
| Impact on income | ||||
| statement | Impact on equity | |||
| (Loss)/gain | Gain/(loss) | |||
2025 | 2024 1 | 2025 | 2024 | |
£m | £m | £m | £m | |
US dollar | – | (3) | 87 | 93 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 166NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
| Derivatives in | Held at fair value | ||||
| designated | Held at fair | through other | |||
| hedge | value through | comprehensive | Amortised | Carrying | |
| relationships | profit or loss | income | cost | value | |
| £m | £m | £m | £m | £m | |
| 2025 | |||||
| Current and non-current assets | |||||
Trade receivables and other financial assets | – | – | 504 | 9,183 | 9,687 |
Derivative assets | 77 | 3 | – | – | 80 |
Other investments | – | 289 | 45 | – | 334 |
Cash and cash equivalents | – | 468 | – | 2,226 | 2,694 |
| Current and non-current liabilities | |||||
Trade payables and other financial liabilities | – | – | – | (10,359) | (10,359) |
Deferred income and customer advances | – | – | – | (955) | (955) |
Borrowings | – | – | – | (4,936) | (4,936) |
Derivative liabilities | (3) | (2) | – | – | (5) |
Lease liabilities | – | – | – | ( 1 , 8 9 6 ) | ( 1 , 8 9 6 ) |
Deferred consideration liabilities | – | – | – | (132) | (132) |
Contingent consideration liabilities | – | (66) | – | – | (66) |
Liabilities in respect of put options | – | – | – | (82) | (82) |
74 | 692 | 549 | (6,951) | (5,636) |
| Derivatives in | Held at fair value | ||||
| designated | Held at fair | through other | |||
| hedge | value through | comprehensive | Amortised | Carrying | |
| relationships | profit or loss | income | cost | value | |
| £m | £m | £m | £m | £m | |
| 2024 | |||||
| Current and non-current assets | |||||
Trade receivables and other financial assets 1 | – | – | 359 | 9,838 | 10,197 |
Derivative assets | 4 | 1 | – | – | 5 |
Other investments | – | 306 | 92 | – | 398 |
Cash and cash equivalents | – | 655 | – | 1,983 | 2,638 |
| Current and non-current liabilities | |||||
Trade payables and other financial liabilities | – | – | – | (10,912) | (10,912) |
Deferred income and customer advances | – | – | – | (1,160) | (1,160) |
Borrowings | – | – | – | (4,328) | (4,328) |
Derivative liabilities | (55) | (2) | – | – | (57) |
Lease liabilities 2 | – | – | – | ( 2 , 0 2 0 ) | ( 2 , 0 2 0 ) |
Deferred consideration liabilities 2 | – | – | – | (10) | (10) |
Contingent consideration liabilities | – | (133) | – | – | (133) |
Liabilities in respect of put options | – | – | – | (67) | (67) |
(51) | 827 | 451 | (6,676) | (5,449) |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 167NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
CONTINUED
Level 1 | Level 2 | Level 3 | Total | |
£m | £m | £m | £m | |
| 2025 | ||||
| Derivatives in designated | ||||
| hedge relationships | ||||
Derivative assets | – | 77 | – | 77 |
Derivative liabilities | – | (3) | – | (3) |
| Held at fair value through profit | ||||
| or loss | ||||
Money market funds | 468 | – | – | 468 |
Other investments | 96 | – | 193 | 289 |
Derivative assets | – | 3 | – | 3 |
Derivative liabilities | – | (2) | – | (2) |
| Contingent consideration | ||||
liabilities | – | (27) | (39) | (66) |
Held at fair value through other comprehensive income | ||||
Trade receivables | – | 504 | – | 504 |
Other investments | 3 | – | 42 | 45 |
Level 1 | Level 2 | Level 3 | Total | |
£m | £m | £m | £m | |
| 2024 | ||||
| Derivatives in designated | ||||
| hedge relationships | ||||
Derivative assets | – | 4 | – | 4 |
Derivative liabilities | – | (55) | – | (55) |
| Held at fair value through profit | ||||
| or loss | ||||
Money market funds | 655 | – | – | 655 |
Other investments | 73 | – | 233 | 306 |
Derivative assets | – | 1 | – | 1 |
Derivative liabilities | – | (2) | – | (2) |
| Contingent consideration | ||||
liabilities | – | – | (133) | (133) |
Held at fair value through other comprehensive income | ||||
Trade receivables 1 | – | 3 5 9 | – | 3 5 9 |
Other investments | 3 | – | 89 | 92 |
| Contingent | ||
| consideration | Other | |
| liabilities | investments | |
£m | £m | |
1 January 2024 | (199) | 325 |
| Gains/(losses) recognised in the income | ||
statement | 1 | (29) |
Exchange adjustments | 1 | 2 |
Additions | (33) | 24 |
Settlements | 97 | – |
31 December 2024 | (133) | 322 |
| Gains/(losses) recognised in the income | ||
statement | 1 | (21) |
Losses recognised in other comprehensive income | – | (54) |
Exchange adjustments | 1 | (15) |
Transfers | 27 | (6) |
Additions | – | 9 |
Settlements | 65 | – |
31 December 2025 | (39) | 235 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 168NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
31 December 2025 | 31 December 2024 | |||||
| Gross amounts | Right of set off | Gross amounts | Right of set off | |||
| presented in | with derivative | presented in | with derivative | |||
| balance sheet | counterparties | Net amount | balance sheet | counterparties | Net amount | |
| £m | £m | £m | £m | £m | £m | |
Derivative financial assets | 80 | (5) | 75 | 5 | (5) | – |
Derivative financial liabilities | (5) | 5 | – | (57) | 5 | (52) |
Total | 75 | – | 75 | (52) | – | (52) |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 169NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Equity | Nominal | |
| ordinary | value | |
shares 1 | £m | |
| Authorised | ||
At 1 January 2023 | 1,750,000,000 | 175 |
At 31 December 2023 | 1,750,000,000 | 175 |
At 31 December 2024 | 1,750,000,000 | 175 |
At 31 December 2025 | 1,750,000,000 | 175 |
| Issued and fully paid | ||
At 1 January 2023 | 1,141,427,296 | 114 |
Exercise of share options | 85,900 | – |
At 31 December 2023 | 1,141,513,196 | 114 |
Exercise of share options | 248,625 | – |
Share cancellations | (50,367,570) | (5) |
At 31 December 2024 | 1,091,394,251 | 109 |
Exercise of share options | – | – |
Share cancellations | – | – |
At 31 December 2025 | 1,091,394,251 | 109 |
| Cash flow hedges of foreign | Cash flow hedges of interest | Fair value hedges of foreign | Net investment hedges | |||||||
currency risk 1 | rate risk 2 | currency and interest rate risk | of foreign currency risk | |||||||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||
| Carrying amount of derivative hedging | ||||||||||
instruments 3 | £2m | £(56)m | £(1)m | – | £3m | £(15)m | £70m | £20m | ||
| Carrying amount of non-derivative | ||||||||||
| hedging instruments (bonds) | – | – | – | – | – | – | £(228)m | £(244)m | ||
| Notional amount of hedged items | €900m | €1,400m | £428m | £428m | €500m | €500m | – | – | ||
Notional amount of hedging instruments | €900m | €1,400m | £428m | £428m | €500m | €500m | US$1,285m | US$1,285m | ||
| Notional a mount of hedged net assets | – | – | – | – | – | – | US$1,285m | US$1,285m | ||
| Change in fair value of hedged items | ||||||||||
| (loss)/gain | £(1)m | £2m | – | – | £(12)m | £4m | £(68)m | £3m | ||
| Change in fair value of hedging | ||||||||||
| instrument gain/(loss) | £3m | £(5)m | – | – | £13m | £(7)m | £68m | £(3)m | ||
| Hedge ineffectiveness gain/(loss) | £3m | £(3)m | – | – | £1m | £(3)m | – | – | ||
Fair value gain/(loss) arising on hedging instruments deferred to OCI | £25m | £(35)m | – | – | – | – | £68m | £(3)m | ||
| Fair value amounts reclassified to profit | ||||||||||
and loss | £(58)m | £58m | – | – | – | – | – | – | ||
Maturity date | 2026-29 | 2025-29 | 2026 | 2025 | 2033 | 2033 | 2028-43 | 2028-43 | ||
| Weighted average interest rate | 5.48% | 4.45% | 4.21% | 4.96% | SONIA | SONIA | 5.24% | 5.24% | ||
| Weighted average foreign | ||||||||||
exchange rate 4 | 1.14 | 1.14 | – | – | 1.17 | 1.17 | 1.25 | 1.24 | ||
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 170NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Capital | Total | ||||
| redemption | Equity | Hedging | Translation | other | |
| reserve | reserve | reserve | reserve | reserves | |
| £m | £m | £m | £m | £m | |
Balance at 1 January 2023 | 22 | (263) | – | 526 | 285 |
Foreign exchange differences on translation of foreign operations | – | – | – | (404) | (404) |
Gain on net investment hedges | – | – | – | 108 | 108 |
| Cash flow hedges: | |||||
Fair value loss arising on hedging instruments | – | – | (43) | – | (43) |
Amounts reclassified to profit or loss | – | – | 44 | – | 44 |
Share of other comprehensive income of associate undertakings | – | – | – | (1) | (1) |
Net movement of liabilities in respect of put options | – | 198 | – | – | 198 |
Balance at 31 December 2023 | 22 | (65) | 1 | 229 | 187 |
Foreign exchange differences on translation of foreign operations | – | – | – | (70) | (70) |
Loss on net investment hedges | – | – | – | (3) | (3) |
| Cash flow hedges: | |||||
Fair value loss arising on hedging instruments | – | – | (35) | – | (35) |
Amounts reclassified to profit or loss | – | – | 58 | – | 58 |
Loss on cost of hedging | – | – | (8) | – | (8) |
Share cancellations | 5 | – | – | – | 5 |
Net movement in own shares held by ESOP trusts | – | – | – | (8) | (8) |
Net movement of liabilities in respect of put options | – | 25 | – | – | 25 |
Balance at 31 December 2024 | 27 | (40) | 16 | 148 | 151 |
Foreign exchange differences on translation of foreign operations | – | – | – | (201) | (201) |
Gain on net investment hedges | – | – | – | 68 | 68 |
| Cash flow hedges: | |||||
Fair value gain arising on hedging instruments | – | – | 25 | – | 25 |
Amounts reclassified to profit or loss | – | – | (58) | – | (58) |
Gain on cost of hedging | – | – | 5 | – | 5 |
Net movement of liabilities in respect of put options | – | (2) | – | – | (2) |
Balance at 31 December 2025 | 27 | (42) | (12) | 15 | (12) |
| 2025 | 2024 | 2023 | |
| £m | £m | £m | |
Balance relating to continuing net investment hedges | (18) | (86) | (53) |
| Balance relating to discontinued net investment hedges | (38) | (38) | (68) |
Balance relating to foreign exchange differences on translation of foreign operations | 71 | 272 | 350 |
15 | 148 | 229 |
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 171NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26. ORDINARY DIVIDENDS
Amounts recognised as distributions to equity holders in the year:
2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
Per share | Pence per share | £m | £m | £m | ||
Final dividend in respect of the prior year | 24.4p | 262 | 263 | 262 | ||
Interim dividend in respect of the current year | 15.0p | 81 | 162 | 161 | ||
31.9p | 39.4p | 39.4p | 343 | 425 | 423 |
2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
Per ADR 1 | Cents per ADR | $m | $m | $m | ||
Final dividend in respect of the prior year | 156.0¢ | 151.7¢ | 150.8¢ | 335 | 327 | 324 |
| Interim dividend | ||||||
in respect of the current year | 49.4¢ | 95.9¢ | 93.3¢ | 107 | 207 | 200 |
205.4¢ | 247.6¢ | 244.1¢ | 442 | 534 | 524 |
Proposed final dividend for the year ended 31 December 2025:
2025 | 2024 | 2023 | |
Per share | Pence per share | ||
Final dividend | 7. 5p | 24.4p | 24.4p |
2025 | 2024 | 2023 | |
Per ADR | Cents per share | ||
Final dividend | 49.4¢ | 156.0¢ | 151.7¢ |
Note
1
These figures have been translated for convenience purposes only, using the approximate
average rate for the year of US$1.3185 (2024: US$1.2785, 2023: US$1.2438, 2022: US$1.2363).
This conversion should not be construed as a representation that the pound sterling amounts
actually represent, or could be converted into, US dollars at the rates indicated
The payment of dividends will not have any tax consequences for the Group.
Final dividends are paid in the subsequent year to which they relate.
At 31 December 2025 WPP plc (the parent Company) distributable
reserves amounted to £3,289 million (2024: £4,012 million) which, under
the Companies (Jersey) Law 1991, is total reserves excluding share capital
and capital redemption reserve. Further details of the Company’s share
capital are shown in note 24.
27. ACQUISITIONS
ACQUISITION OF INFOSUM
On 4 April 2025, the Group acquired 100% of the ordinary share capital
of Cognitive Logic Inc. (“InfoSum”), a data collaboration platform.
Total cash consideration of £108 million was paid on completion date.
Total net assets acquired were £17 million, including £32 million of
proprietary technology intangible assets. The goodwill recognised
on the acquisition was £91 million. The goodwill is attributable to
anticipated synergies and will not be deductible for tax purposes.
ACQUISITION OF NON CONTROLLING INTERESTS
OF MAP AND RESOLVE
On 19 September 2025, the Group entered into agreements to purchase
the remaining 49% shareholding of two subsidiaries, VML MAP A/S (“MAP”)
and Resolve Aps (“Resolve”), for total consideration of £134 million, payable
in three equal instalments in January 2026, 2027 and 2028.
The present value of the consideration has been recognised within deferred
consideration liabilities, with a corresponding adjustment to equity,
including the derecognition of previous non-controlling interests.
2025 | 2024 | |
£m | £m | |
Amounts owed by related parties | 105 | 68 |
| Amounts owed to related parties | (126) | (104) |
29. EVENTS AFTER THE REPORTING PERIOD
On 6 January 2026, WPP acquired 100% of the issued shares of Barrows
North America Inc. (“Barrows”) from an associate of the Group, Retail
Capital Holdings Ltd (“RCH"), for net consideration of £57 million. The
Group continues to hold a 35% investment in RCH, and in January 2026,
WPP received a special dividend of £19 million from RCH following the
Barrows transaction.
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 172NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion, the consolidated financial statements of WPP plc
(the “company”) and its subsidiaries (together the “group”):
– give a true and fair view of the state of the group’s affairs at 31 December
2025 and of its loss and cash flows for the year then ended;
– have been properly prepared in accordance with International Financial
Reporting Standards (IFRSs) as issued by the International Accounting
Standards Board (IASB); and
– have been prepared in accordance with the requirements of the
Companies (Jersey) Law 1991.
We have audited the financial statements, included within the Annual Report
& Accounts 2025 (the “Annual Report”), which comprise:
– the consolidated balance sheet at 31 December 2025;
– the consolidated income statement, the consolidated statement of
comprehensive income, the consolidated cash flow statement and the
consolidated statement of changes in equity for the year then ended; and
– the notes to the financial statements, comprising material accounting
policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under
ISAs (UK) are further described in the auditors’ responsibilities for the audit
of the financial statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
INDEPENDENCE
We remained independent of the group in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the
UK, which include the Financial Reporting Council’s (“FRC”) Ethical Standard,
as applicable to listed public interest entities in accordance with the
requirements of the Crown Dependencies’ Audit Rules and Guidance for
Market-Traded Companies and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services
prohibited by the FRC’s Ethical Standard were not provided subject to one
exception. We identified that certain PwC network firms had performed
accounts preparation activities to support local statutory reporting during
the period. This is a prohibited non-audit service under paragraph 5.40
of the FRC’s Ethical Standard 2024. The service was provided to immaterial
subsidiaries that did not form part of our evidence in respect of the group
audit. Based on our assessment of this breach, the nature and scope of the
service and the subsequent actions taken, we confirm that the provision of
this service has not compromised our professional judgement or integrity.
Other than the matter referred to above, to the best of our knowledge and
belief, we declare that no non-audit services prohibited by the FRC’s Ethical
Standard were provided to the group or the company.
Other than those disclosed in note 3, we have provided no non-audit
services to the company or its controlled undertakings in the period
under audit.
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF WPP PLC
OUR AUDIT APPROACH
OVERVIEW
Audit scope
– PwC component teams were deployed to perform audit procedures at
30 in-scope components, only one of which is considered to be individually
financially significant due to size
– The group audit team completed audit procedures over the consolidation
and material balances and transactions processed centrally
– The components where we conducted audit procedures, together with
work performed at corporate functions and at the group level, accounted
for approximately 56% of the group’s revenue and approximately 71% of
the group’s total assets
Key audit matters
– Impairment assessment of goodwill related to the Ogilvy and AKQA cash
generating units
Materiality
– Overall materiality: £65m (2024: £73m) based on our professional judgement
– Performance materiality: £32.5m (2024: £36m) representing a 50% haircut
on overall materiality
THE SCOPE OF OUR AUDIT
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in the auditors’ professional
judgement, were of most significance in the audit of the financial statements
of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by the
auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters, and any comments we make on the
results of our procedures thereon, were addressed in the context of our
audit of the financial statements as a whole and, in forming our opinion
thereon, we do not provide a separate opinion on these matters.
The impairment assessment of goodwill was a key audit matter last year.
The specific cash generating units that give rise to the key audit matter have
been changed in 2025 based on business performance in the year and the
sensitivity of each cash generating unit to reasonably possible changes in
key assumptions.
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 173
This is not a complete list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit matter
Impairment assessment of goodwill related to the Ogilvy and AKQA
cash generating units
At 31 December 2025, the group had £6,946m (2024: £7,610m) of goodwill.
The goodwill associated with the Ogilvy and AKQA cash generating units
(“CGUs”) amounted to £617m and £87m respectively. Goodwill is tested for
impairment annually at 30 September or more frequently if impairment
indicators exist. During the year, the group recorded a £641m impairment
charge, of which £393m related to Ogilvy and £123m related to AKQA.
Potential impairments are identified by comparing the recoverable amount
of a CGU to its carrying value, including goodwill. The recoverable amount
is determined as the higher of value in use or fair value less costs of disposal,
both of which are estimated by management using discounted cash flow models.
The carrying value of goodwill is therefore dependent on estimates of future
cash flows and there is a risk that if the group does not achieve these cash flow
estimates it could give rise to further impairment charges. This risk increases
in periods when CGU trading performance does not meet expectations.
The impairment assessments performed by management contain a number
of assumptions. The assumptions used included forecasted revenue less
pass-through costs growth, operating margins, long-term growth rates and
post-tax discount rates. Changes in these assumptions can result in materially
different impairment charges or available headroom.
Management has identified operating margin as a key source of estimation
uncertainty for Ogilvy and AKQA and revenue less pass-through costs growth,
post-tax discount rate and long-term growth rate as additional key sources of
estimation uncertainty for Ogilvy.
Refer to the critical judgements and estimation uncertainty in applying
accounting policies section of the accounting policies and to note 11 for
management’s disclosures.
We evaluated and tested the design and operation of key controls in place
over the goodwill impairment assessment process and over the group’s
forecasting process.
We obtained management’s impairment models at 30 September 2025
and we validated their mathematical integrity and compliance with the
applicable accounting standards. We validated the carrying amounts of
the net assets subject to impairment testing to the underlying accounting
records, making sure that there was appropriate consistency between
the assets and liabilities that were included and the related cash flows.
We tested the completeness and accuracy of the underlying data
used in the discounted cash flow models and assessed how these
projections are compiled.
We evaluated the historical accuracy of management’s budgeting and
forecasting. We performed independent sensitivity analysis to identify
the assumptions that could reasonably cause a material change in the
impairment charge for Ogilvy and AKQA. We evaluated the reasonableness
of the assumptions including revenue less pass-through costs growth,
operating margins, long-term growth rates and post-tax discount rates.
We considered growth rates in comparison to past performance and
external market and industry data to assess whether the forecasts were
achievable and realistic. We considered whether the assumptions were
consistent with evidence obtained in other areas of the audit.
Deploying our valuations experts, we assessed the long-term growth rate
and post-tax discount rate applied to each CGU compared with third party
information, the group’s cost of capital and relevant risk factors. We also
compared the earnings multiples implied by the discounted cash flow
models to recent acquisitions and peer companies in order to further assess
the reasonableness of management’s assumptions and resulting valuations.
Management assessed that climate change factors did not have a material
impact on the recoverable value of the CGUs. We considered the extent
to which each CGU and the underlying client sectors which it serves were
exposed to climate change risk and the forecast cost required to meet the
group’s carbon reduction commitments.
We checked for any additional indicators of impairment at 31 December
2025 by considering full year performance and latest forecasts.
We assessed management’s disclosures in light of the impairment testing
we performed and IFRS requirements.
Based on the procedures performed, we noted no material issues arising
from our work.
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 174INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WPP PLC
HOW WE TAILORED THE AUDIT SCOPE
We tailored the scope of our audit to ensure that we performed enough
work to be able to give an opinion on the financial statements as a whole,
taking into account the structure of the group, the accounting processes
and controls and the industry in which it operates.
The financial statements are a consolidation of over 650 components,
which comprise the group’s operating businesses along with its centralised
functions at the group, network and regional levels. In establishing the overall
approach to the group audit, we determined the type of work that needed
to be performed at the components by us, as the group engagement team,
or by component auditors of other PwC network firms under our instruction.
We deployed component auditors to perform audit procedures at 30 in-scope
components, including one financially significant component due to size
in the US. We performed further audit procedures centrally over financial
information at an additional 52 components to achieve sufficient coverage
over consolidated balances and transactions. We supplemented these
procedures over the group’s operating businesses by completing testing
at the network and regional levels, covering the network and regional hubs
for all operating businesses included in our scope.
Where the work was performed by component auditors, we determined
the level of involvement we needed to have in the audit work at those
components to be able to conclude whether sufficient appropriate audit
evidence had been obtained as a basis for our opinion on the financial
statements as a whole. In addition to instructing and reviewing the reporting
from our component audit teams, we were in regular dialogue with all
of our component teams throughout the audit period, we led audit planning
workshops and calls with key component team leaders to align on risk
assessment and approach to key areas of the audit, we conducted file
reviews for certain components and we participated in key meetings with
local management. We made site visits to the US, China, India, Denmark and
Australia to meet with our component teams and local management in the
group’s largest markets in person. We also undertook the same oversight
procedures for the UK-based components included in our scope for which
our component teams are based in the same office as the group audit team.
The consolidation, financial statement disclosures and certain balances
and transactions processed centrally by management in the UK were audited
by the group audit team. This included procedures related to taxation,
treasury, pensions, impairment and elements of expected credit losses
on trade receivables.
Taken together, the audit procedures carried out by the group and component
audit teams provided coverage of approximately 56% of the group’s revenue
and approximately 71% of the group’s total assets. No individual component
not included in our group audit scope contributed more than 1.5% to the
group’s revenue. This provided the evidence we needed for our opinion on
the consolidated financial statements taken as a whole. This coverage was
before considering the contribution to our audit evidence from performing
audit work at the group level, including disaggregated analytical review
procedures, which covered certain of the group’s smaller and lower risk
components that were not directly included in our group audit scope.
THE IMPACT OF CLIMATE RISK ON OUR AUDIT
Our audit involved enquiring with management to understand the process
to assess the extent of the potential impact of climate-related risks on the
group and its consolidated financial statements. The group identified the
following climate-related risks: increased frequency of extreme weather and
climate-related natural disasters; delivering carbon reduction commitments;
changes in regulation and reporting standards; increased reputational risk
associated with misrepresenting environmental claims in marketing and
advertising content; and increased reputational risk associated with working
on client briefs perceived to be environmentally detrimental. We considered
the completeness of these risks by reference to our knowledge of the
business, the risks identified by competitors and other sources such as the
group’s submission to the Carbon Disclosure Project. As disclosed within
the accounting policies section of the consolidated financial statements,
management has assessed there to be no material impact of climate change
on the consolidated financial statements. We assessed that the key area in
the consolidated financial statements which is more likely to be materially
impacted by climate change is the recoverability of goodwill. We challenged
how management had identified and incorporated the costs of meeting
its 2030 target of a 50% absolute reduction in scope 3 emissions in addition
to evaluating the potential impact of other climate-related risks identified
by the group. We also considered other areas of the financial statements
dependent on forecasts, including the recoverability of deferred tax assets
and the group’s going concern assessment. Due to the short time horizon of
the going concern assessment and the period over which deferred tax assets
are recovered, we concluded that climate change does not have a material
impact on these judgements. We evaluated how management assessed the
exposure to physical risks at its key locations and whether the useful economic
lives over which property-related assets are depreciated were appropriate
in this context. We did not identify any matters as part of this work which were
inconsistent with the disclosures in the Annual Report or which led to any
material adjustments to the consolidated financial statements. In addition,
with the assistance of PwC specialists, we assessed the Task Force on
Climate-Related Financial Disclosures (“TCFD”) recommended disclosures
and we read the disclosures made in relation to climate-related risks in the
other information within the Annual Report. We considered the consistency
of these disclosures with the consolidated financial statements and the
knowledge obtained from our audit. Our responsibility over the other
information presented in the Annual Report is further described in the
reporting on other information section of our report.
Our procedures did not identify any material impact in the context of our
audit of the consolidated financial statements as a whole or on our key audit
matter for the year ended 31 December 2025.
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 175INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WPP PLC
MATERIALITY
The scope of our audit was influenced by our application of materiality.
We set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate, on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
Overall group materiality £65m (2024: £73m).
How we determined it We have used our professional judgement
considering a range of metrics in determining
overall materiality of £65m (2024: £73m).
Rationale for
benchmark applied
Our overall materiality of £65m equates to
approximately 0.5% of revenue, 0.6% of
revenue less pass-through costs and 6% of
headline profit before tax. We considered
each of these metrics to be an appropriate
benchmark as they are key metrics used by the
group to measure business performance. We
evaluated the range of acceptable materiality
levels that would be derived from using these
benchmarks and we applied our professional
judgement to arrive at the overall materiality
of £65m. The reduction in overall materiality
for 2025 compared to 2024 is proportionate to
the decline in revenue less pass-through costs
reported by the group over the same period.
For each component in the scope of our group audit, we allocated a
materiality that is less than our overall group materiality. The range of
materiality allocated across components was between £4m and £32.5m.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing
of account balances, classes of transactions and disclosures, for example
in determining sample sizes. Our performance materiality was set at 50%
(2024: 50%) of overall materiality, amounting to £32.5m (2024: £36m) for the
consolidated financial statements.
In determining the performance materiality, we considered a number
of factors, including the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls, and we concluded
that an amount at the lower end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above £3m (2024: £4m) as well
as misstatements below that amount that, in our view, warranted reporting
for qualitative reasons.
CONCLUSIONS RELATING TO GOING CONCERN
Our evaluation of the directors’ assessment of the group’s ability to continue
to adopt the going concern basis of accounting included:
– Evaluating and testing the group’s key controls over the going
concern process;
– Evaluating management’s base case by validating key assumptions
including revenue less pass-through costs growth rates and forecast
operating margins. We also assessed management’s reverse stress test
and we considered whether the declines in revenue less pass-through
costs needed to eliminate the available liquidity were reasonably possible
by reference to past experience. This work also considered the
appropriateness of the mitigating measures modelled by management
in the event of such declines;
– Assessing the historical accuracy and reasonableness of management’s
budgeting and forecasting;
– Validating the liquidity available to the group including through
reviewing and understanding the key terms of all committed debt facilities
and assessing the availability of the facilities. We also validated that
scheduled debt repayments had been incorporated into management’s
assessment;
– Testing the mathematical integrity of management’s models and liquidity
headroom, sensitivity and reverse stress testing calculations; and
– Assessing the adequacy of the related going concern disclosures in the
Annual Report.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or collectively,
may cast significant doubt on the group’s ability to continue as a going
concern for a period of at least twelve months from when the financial
statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
However, because not all future events or conditions can be predicted,
this conclusion is not a guarantee as to the group’s ability to continue as
a going concern.
In relation to the directors’ reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors’ statement in the financial statements
about whether the directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect
to going concern are described in the relevant sections of this report.
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 176INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WPP PLC
REPORTING ON OTHER INFORMATION
The other information comprises all of the information in the Annual Report
other than the financial statements and our auditors’ report thereon.
The directors are responsible for the other information. Our opinion on the
financial statements does not cover the other information and, accordingly,
we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether
there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report
based on these responsibilities.
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’ statements in relation
to going concern, longer-term viability and that part of the corporate
governance statement relating to the company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review.
Our additional responsibilities with respect to the corporate governance
statement as other information are described in the reporting on other
information section of this report.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the corporate governance statement,
included within the Corporate Governance section is materially consistent
with the financial statements and our knowledge obtained during the audit,
and we have nothing material to add or draw attention to in relation to:
– The directors’ confirmation that they have carried out a robust assessment
of the emerging and principal risks;
– The disclosures in the Annual Report that describe those principal risks,
what procedures are in place to identify emerging risks and an
explanation of how these are being managed or mitigated;
– The directors’ statement in the financial statements about whether they
considered it appropriate to adopt the going concern basis of accounting
in preparing them and their identification of any material uncertainties
to the group’s ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
– The directors’ explanation as to their assessment of the group’s prospects,
the period this assessment covers and why the period is appropriate; and
– The directors’ statement as to whether they have a reasonable
expectation that the company will be able to continue in operation and
meet its liabilities as they fall due over the period of its assessment,
including any related disclosures drawing attention to any necessary
qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability
of the group was substantially less in scope than an audit and only consisted
of making inquiries and considering the directors’ process supporting their
statement; checking that the statement is in alignment with the relevant
provisions of the UK Corporate Governance Code; and considering whether
the statement is consistent with the financial statements and our knowledge
and understanding of the group and its environment obtained in the course
of the audit.
In addition, based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and our
knowledge obtained during the audit:
– The directors’ statement that they consider the Annual Report, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for the members to assess the group’s position, performance,
business model and strategy;
– The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems; and
– The section of the Annual Report describing the work of the Audit
Committee.
We have nothing to report in respect of our responsibility to report when
the directors’ statement relating to the company’s compliance with the
Code does not properly disclose a departure from a relevant provision
of the Code specified under the Listing Rules for review by the auditors.
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS
AND THE AUDIT
RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS
As explained more fully in the Statement of Directors’ Responsibilities,
the directors are responsible for the preparation of the financial statements
in accordance with the applicable framework and for being satisfied that
they give a true and fair view. The directors are also responsible for such
internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the group’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the group
or to cease operations or have no realistic alternative but to do so.
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 177INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WPP PLC
AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE
FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditors’ report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and the industry in which it
operates, we identified that the principal risks of non-compliance with
laws and regulations related to the US Foreign Corrupt Practices Act, the UK
Bribery Act and the Economic Crime and Corporate Transparency Act and
we considered the extent to which non-compliance might have a material
effect on the financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements such as UK
and overseas tax legislation, the Companies (Jersey) Law 1991, the UK Listing
Rules and the US Securities and Exchange Commission rules and regulations.
We evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of
controls) and we determined that the principal risks were related to the
manipulation of reported results through the posting of inappropriate journal
entries and management bias in accounting for key estimates and in
identifying and reporting headline adjustments. The group engagement
team shared this risk assessment with the component auditors so that they
could include appropriate audit procedures in response to such risks in their
work. Audit procedures performed by the group engagement team and/or
component auditors included:
– Inquiries of management, internal audit, the group’s internal and external
legal counsel and the business integrity team, including considerations
of known or suspected instances of non-compliance with laws and
regulations and fraud;
– Inspecting correspondence, if any, with regulators and tax authorities
and consideration of the impact, if any, on our audit and the disclosures
made in the financial statements;
– Reviewing minutes of meetings of those charged with governance
including the Board and Audit and Compensation Committees and
reviewing internal audit, Business Integrity and other compliance reports;
– Evaluating and testing management’s controls designed to prevent and
detect irregularities;
– Identifying and testing journals, in particular journal entries posted
with unexpected account combinations;
– Assessing matters reported on the group’s whistleblowing helpline
and understanding and evaluating the results of management’s
investigation of such matters;
– Evaluating items excluded from headline profit and validating that
these adjustments are consistent with the group’s policies and historical
practice; and
– Challenging assumptions and judgements made by management in
determining key accounting estimates.
There are inherent limitations in the audit procedures described above.
We are less likely to become aware of instances of non-compliance with
laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations or through collusion.
Our audit testing might include testing complete populations of certain
transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for testing
rather than testing complete populations. We will often seek to target
particular items for testing based on their size or risk characteristics. In other
cases, we will use audit sampling to enable us to draw a conclusion about
the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial
statements is located on the FRC’s website at: www.frc.org.uk/auditors
responsibilities. This description forms part of our auditors’ report.
USE OF THIS REPORT
This report, including the opinions, has been prepared for and only for the
company’s members as a body in accordance with Article 113A of the
Companies (Jersey) Law 1991 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any other purpose or to
any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
COMPANIES JERSEY LAW 1991 EXCEPTION REPORTING
Under the Companies (Jersey) Law 1991, we are required to report to you if,
in our opinion:
– We have not obtained all the information and explanations we require for
our audit; or
– Proper accounting records have not been kept by the company, or proper
returns adequate for our audit have not been received from branches not
visited by us; or
– The financial statements are not in agreement with the accounting
records and returns.
We have no exceptions to report arising from this responsibility.
APPOINTMENT
We were first appointed by the company to audit the financial statements
for the year ended 31 December 2024. Our uninterrupted period of
engagement therefore covers two financial years.
OTHER MATTER
The company is required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rules to include these financial statements in an
annual financial report prepared under the structured digital format required
by DTR 4.1.15R to 4.1.18R and filed on the National Storage Mechanism of the
Financial Conduct Authority. This auditors’ report provides no assurance
over whether the structured digital format annual financial report has been
prepared in accordance with those requirements.
OTHER VOLUNTARY REPORTING
DIRECTORS’ REMUNERATION
The company voluntarily prepares a Compensation Committee Report
in accordance with the provisions of the UK’s Companies Act 2006. The
directors requested that we audit the part of the Compensation Committee
Report specified by the UK’s Companies Act 2006 to be audited as if the
company were a UK quoted company.
In our opinion, the part of the Compensation Committee Report to be
audited has been properly prepared in accordance with the UK’s Companies
Act 2006.
Giles Hannam
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Recognised Auditor
London
19 March 2026
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2025 178INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WPP PLC
IN THIS SECTION
Reconciliation to non-GAAP measures of performance 180
Shareholder information 184
Glossary 187
Where to find us 190
ADDITIONAL
INFORMATION
WPP ANNUAL REPORT 2025 179
RECONCILIATION TO NONGAAP
MEASURES OF PERFORMANCE
The Group presents alternative performance measures, including headline
operating profit, headline operating profit margin, headline profit before
interest and tax, headline profit before tax, headline earnings, headline basic
and diluted EPS, headline EBITDA, revenue less pass-through costs, adjusted
net debt and average adjusted net debt, adjusted operating cash flow,
adjusted free cash flow and adjusted net cash flow. These are used by
management for internal performance analyses. The presentation of these
measures facilitates comparability with other companies, although
management’s measures may not be calculated in the same way as similarly
titled measures reported by other companies; and these measures are useful
in connection with discussions with the investment community.
In the calculation of headline measures, judgement is required by management
in determining which items are considered to be large, unusual and
non-recurring such that they are to be excluded.
The exclusion of certain adjusting items may result in headline measures
being materially higher or lower than reported earnings, for example when
significant impairments or restructuring charges are excluded but the related
benefits are included within headline measures. Headline measures should
not be considered in isolation as they provide additional information to aid
the understanding of the Group’s financial performance.
Reconciliation of revenue to revenue less pass-through costs:
2025
£m
2024
£m
2023
£m
Revenue 13,550 14,741 14,845
Media pass-through costs
(2,543) (2,523) (2,174)
Other pass-through costs (831) (859) (811)
Revenue less pass-through costs 10,176 11,359 11,860
Reconciliation of revenue to revenue less pass-through costs
by reportable segment:
Year ended 31 December 2025
Global
integrated
agencies
£m
Public
relations
£m
Specialist
agencies
£m
Revenue 11,956 705 889
Media pass-through costs (2,543) – –
Other pass-through costs (673) (38) (120)
Revenue less pass-through costs 8,740 667 769
Year ended 31 December 2024
Global
integrated
agencies
£m
Public
relations
£m
Specialist
agencies
£m
Revenue 12,661 1,156 924
Media pass-through costs (2,523) – –
Other pass-through costs (686) (67) (106)
Revenue less-pass through costs 9,4 52 1,089 818
Year ended 31 December 2023
Global
integrated
agencies
£m
Public
relations
£m
Specialist
agencies
£m
Revenue 12,532 1,262 1,051
Media pass-through costs (2,174) – –
Other pass-through costs (607) (82) (122)
Revenue less-pass through costs 9,751 1,180 929
Reconciliation of revenue to revenue less pass-through costs
by geographical area:
North America
2025
£m
2024
£m
2023
£m
Revenue 4,966 5,567 5,528
Media pass-through costs (796) (823) (613)
Other pass-through costs (333) (350) (359)
Revenue less pass-through costs 3,837 4,394 4,556
United Kingdom
2025
£m
2024
£m
2023
£m
Revenue 2,055 2,185 2,155
Media pass-through costs
(390) (406) (378)
Other pass-through costs
(162) (191) (151)
Revenue less pass-through costs 1,503 1,588 1,626
Western Continental Europe
2025
£m
2024
£m
2023
£m
Revenue 2,891 3,013 3,037
Media pass-through costs (565) (507) (496)
Other pass-through costs (183) (131) (130)
Revenue less pass-through costs 2,143 2,375 2,411
Asia Pacific, Latin America, Africa & Middle East
and Central & Eastern Europe
2025
£m
2024
£m
2023
£m
Revenue 3,638 3,976 4,125
Media pass-through costs
(791) (787) (687)
Other pass-through costs
(154) (187) (171)
Revenue less pass-through costs 2,693 3,002 3,267
Reconciliation of profit before taxation to headline operating profit and
headline PBIT:
2025
£m
Margin
%
2024
£m
Margin
%
2023
£m
Margin
%
Profit before taxation 131 1,031 346
Finance and investment
income (78) (137) (127)
Finance costs
352 417 389
Revaluation and
retranslation of
financial instruments
16 50 (7)
Profit before interest
and taxation 421 1,361 601
Earnings from
associates
(39) (36) (70)
Operating profit
1
382 2.8 1,325 9.0 531 3.6
Goodwill impairment
641 237 63
Amortisation and
impairment of acquired
intangible assets
61 93 728
Other impairment
charges 5 26 18
Restructuring and
transformation costs
68 251 196
Property-related
restructuring costs
127 26 232
Gain on disposal
of investments
and subsidiaries (6) (322) (7)
Gains on disposal
of property – (7) –
Other transaction costs
– 10 –
Legal provision
charges/(gains)
43 68 (11)
Headline operating
profit
1
1,321 13.0 1,707 15.0 1,750 14.8
Earnings from
associates 39 36 70
Share of adjusting
and other items for
associates
– 4(33)
Headline PBIT 1,360 1,747 1,787
Note
1
Operating profit margin is calculated as operating profit as a percentage of revenue. Headline
operating profit margin is calculated as headline operating profit as a percentage of revenue
less pass-through costs
ADDITIONAL INFORMATION
WPP ANNUAL REPORT 2025 180
Calculation of headline net finance costs:
2025
£m
2024
£m
2023
£m
Finance and investment income (78) (137) (127)
Finance costs
352 417 389
Headline net finance costs 274 280 262
Headline operating profit margin before and after earnings from associates:
2025
£m
Margin
%
2024
£m
Margin
%
2023
£m
Margin
%
Revenue less pass-
through costs 10,176
11,359 11,860
Headline operating
profit
1,321 13.0 1,707 15.0 1,750 14.8
Headline earnings
from associates 39 40 37
Headline PBIT 1,360 13.4 1,747 15.4 1,787 15.1
Calculation of headline EBITDA:
2025
£m
2024
£m
2023
£m
Headline PBIT 1,360 1,747 1,787
Depreciation of property, plant and equipment
142 156 165
Amortisation of other intangible assets 43 32 25
Headline EBITDA (including depreciation of
right-of-use assets) 1,545 1,935 1,977
Depreciation of right-of-use assets
201 213 257
Headline EBITDA 1,746 2,148 2,234
Headline EBITDA (including depreciation of right-of-use assets) is used in the
Group’s key leverage metric (average adjusted net debt/headline EBITDA).
Reconciliation of profit before taxation to headline PBT and headline earnings:
2025
£m
2024
£m
2023
£m
Profit before taxation 131 1,031 346
Goodwill impairment 641 237 63
Amortisation and impairment
of acquired intangible assets
61 93 728
Other impairment charges
5 26 18
Restructuring and transformation costs
68 251 196
Property-related restructuring costs 127 26 232
Gains on disposal of investments and subsidiaries
(6) (322) (7)
Gain on disposal of property – (7) –
Other transaction costs
– 10 –
Legal provision charges/(gains)
43 68 (11)
Share of adjusting and other items for associates – 4(33)
Revaluation and retranslation of
financial instruments
16 50 (7)
Headline PBT 1,086 1,467 1,525
Headline tax charge
(348) (411) (412)
Non-controlling interests (43) (87) (87)
Headline earnings 695 969 1,026
Headline PBT and headline earnings are metrics that management use
to assess the performance of the business.
Calculation of headline taxation:
2025
£m
2024
£m
2023
£m
Headline PBT 1,086 1,467 1,525
Tax charge
303 402 149
Tax credit relating to restructuring and
transformation costs and property-related costs
46 58 99
Tax charge relating to gains on disposal of
investments and subsidiaries (8) (85) (9)
Tax charge relating to gains on disposal of
investments and subsidiaries in prior periods
(8) ––
Deferred tax impact of the amortisation of
acquisition-related intangible assets and liabilities
9 32 157
Deferred tax relating to investments in associates 6 615
Tax charge relating to gains on disposal of property – (2) –
Tax credit relating to litigation settlement – –1
Headline tax charge 348 411 412
Headline tax rate 32.0% 28.0% 27.0%
The headline tax rate as a percentage of headline PBT (that includes the
share of headline results of associates) is 32.0% (2024: 28.0%, 2023: 27.0%).
EARNINGS FROM ASSOCIATES
Management reviews the ‘earnings from associates’ by assessing the
underlying component movements including ‘share of profit before interest
and taxation of associates', ‘share of adjusting and other items for associates',
‘share of interest and non-controlling interests of associates', and ‘share of
taxation of associates', which are derived from the income statements of
the associate undertakings. Management applies consistent principles in
determining items adjusted from headline profit as with subsidiaries.
The following table is an analysis of 'earnings from associates’ and underlying
component movements:
2025
£m
2024
£m
2023
£m
Share of profit before interest and taxation 46 43 48
Share of adjusting and other items for associates
– (4) 33
Share of interest and non-controlling interests
6 10 2
Share of taxation (13) (13) (13)
Earnings from associates 39 36 70
Adjusted for: share of adjusting and other items
for associates – 4(33)
Headline earnings from associates 39 40 37
Share of adjusting and other items for associates was nil for the year ended
31 December 2025 (2024: £(4)million, 2023: £33 million). For the year ended
31 December 2025, share of adjusting and other items for associates included
£2million (2024: £2million, 2023: £45 million) of non-refundable distributions
received from Kantar, described in note 4 to the consolidated financial
statements.
HEADLINE EARNINGS PER SHARE
The calculation of basic headline EPS is as follows:
2025 2024 2023
Headline earnings (£ million) 695 969 1,026
Weighted average number of shares used in basic
EPS calculation (million) (note 5)
1,076 1,077 1,072
Headline EPS 64.6p 89.9p 95.7p
The calculation of diluted headline EPS is as follows:
2025 2024 2023
Headline earnings (£ million) 695 969 1,026
Weighted average number of shares used in
diluted EPS calculation (million) 1,099 1,097 1,094
Diluted headline EPS 63.2p 88.3p 93.8p
ADDITIONAL INFORMATION
WPP ANNUAL REPORT 2025 181RECONCILIATION TO NONGAAP MEASURES OF PERFORMANCE
A reconciliation between the shares used in calculating basic and diluted EPS
is as follows:
2025
m
2024
m
2023
m
Weighted average number of shares used
in basic EPS calculation (note 5) 1,076 1,077 1,072
Dilutive share options outstanding
3 –1
Other potentially issuable shares 20 20 21
Weighted average number of shares
used in headline diluted EPS calculation
1
1,099 1,097 1,094
Note
1
The weighted average number of shares used in the diluted EPS calculation for 2025 is different
for headline EPS compared to reported EPS due to a headline profit versus a reported loss
ADJUSTED NET DEBT AND AVERAGE ADJUSTED NET DEBT
Management believes that adjusted net debt and average adjusted net debt
are appropriate and meaningful measures of the debt levels within the Group.
Adjusted net debt is defined as cash and cash equivalents, bank overdrafts,
current and non-current borrowings, derivative financial instruments
hedging debt items, and excludes lease liabilities, contingent consideration
and deferred consideration liabilities in respect of the Group’s mergers and
acquisitions activities. Average adjusted net debt represents the rolling
12-month average of the Group’s monthly adjusted net debt balances.
The definition of adjusted net debt and average adjusted net debt have
been updated to include the impact of derivative financial instruments that
hedge debt items as management believes this provides a more accurate
representation of the adjusted net debt levels of the Group. Prior year
comparatives and related metrics (ie. the average adjusted net debt to
headline EBITDA ratio) have been re-presented for this new definition.
Average adjusted net debt represents the rolling 12-month average of the
Group’s monthly adjusted net debt balances for the 12-month period ended
31 December 2025, 31 December 2024 and 31 December 2023 respectively.
2025
£m
2024
£m
2023
£m
Cash and cash equivalents 2,694 2,638 2,218
Current borrowings (822) (584) (946)
Non-current borrowings
(4,114) (3,744) (3,775)
Derivative financial instruments
75 (52) 31
Adjusted net debt
1
(2,167) (1,742) (2,472)
Average adjusted net debt
1
(3,404) (3,506) (3,631)
Note
1
Prior year comparatives have been re-presented in accordance with the updated adjusted
net debt definition
Average adjusted net debt to headline EBITDA ratio:
2025
£m
2024
£m
2023
£m
Average adjusted net debt (12-month rolling)
1
(3,404) (3,506) (3,621)
Headline EBITDA (including depreciation
of right-of-use assets) (12-month rolling)
1,545 1,935 1,977
Average adjusted net debt to headline
EBITDA ratio
1
(2.2x) (1.8x) (1.8x)
Note
1
Prior year comparatives have been re-presented in accordance with the updated adjusted
net debt definition
The average adjusted net debt and headline EBITDA (including depreciation
of right-of-use assets) amounts used in the average adjusted net debt to
headline EBITDA (including depreciation of right-of-use assets) ratio
calculation above are for the 12 months ended 31 December 2025,
31 December 2024 and 31 December 2023.
RECONCILIATION OF ADJUSTED CASH FLOW MEASURES
The Group bases its internal cash flow objectives on adjusted operating
cash flow, adjusted operating cash flow before working capital, adjusted
free cash flow and adjusted net cash flow.
Reconciliation of adjusted operating cash flow, adjusted free cash flow and
adjusted net cash flow:
2025
£m
2024
£m
2023
£m
Net cash inflow from operating activities 724 1,408 1,238
Corporation and overseas tax paid
398 392 395
Interest paid on lease liabilities 95 95 103
Other interest and similar charges paid 282 306 275
Interest received
(97) (109) (116)
Investment income (13) (11) (13)
Dividends from associates (45) (31) (43)
Contingent consideration liability payments
recognised in operating activities 21 10 6
Cash generated by operations 1,365 2,060 1,845
Purchase of property, plant and equipment
(91) (189) (177)
Purchase of intangible assets
(95) (47) (40)
Repayment of lease liabilities (242) (282) (259)
Interest paid on lease liabilities
(95) (95) (103)
Investment income
13 11 13
Share option proceeds – 21
Adjusted operating cash flow 855 1,460 1,280
Corporation and overseas tax paid
(398) (392) (395)
Other interest and similar charges paid
(282) (306) (275)
Interest received 97 109 116
Dividends from associates
45 31 43
Contingent consideration liability payments
(65) (97) (31)
Dividends paid to non-controlling interests
in subsidiary undertakings (50) (67) (101)
Adjusted free cash flow 202 738 637
Net disposal proceeds
22 667 122
Net initial acquisition payments
(147) (153) (280)
Dividends (343) (425) (423)
Share purchases
(97) (82) (54)
Adjusted net cash flow (363) 745 2
Reconciliation of adjusted operating cash flow before working capital:
2025
£m
2024
£m
2023
£m
Adjusted operating cash flow 855 1,460 1,280
Less movements in working capital
and provisions:
Decrease in trade receivables
and accrued income
(307) (309) (232)
Decrease/(increase) in trade payable
390 (31) 238
Increase/(decrease) in other receivables 108 (16) (125)
Decrease in other payables 110 240 445
Increase in provisions
(10) (69) (66)
Add back non-headline movements
in working capital and provisions:
Legal provision charges
43 68 –
Adjusted operating cash flow before
working capital 1,189 1,343 1,540
Management believes adjusted operating cash flow is a target that can be
translated into targets for operating business units that do not have direct
control of items which influence adjusted free cash flow, such as the Group
effective tax rate and leverage, and is meaningful to investors as a measure
of the degree to which headline operating profit is converted into cash after
the cost of leased operating assets, investment in capital expenditure and
working capital.
ADDITIONAL INFORMATION
WPP ANNUAL REPORT 2025 182RECONCILIATION TO NONGAAP MEASURES OF PERFORMANCE
Adjusted operating cash flow before working capital is meaningful to
investors because it excludes working capital movements which can
fluctuate around period ends.
Adjusted free cash flow is meaningful to investors because it is the measure
of the Group’s funds available for acquisition-related payments, dividend
payments to shareholders, share repurchases and debt repayment. The
purpose of presenting adjusted free cash flow is to indicate the ongoing
cash generation within the control of the Group after taking account of
the necessary cash expenditures of maintaining the capital and operating
structure of the Group (in the form of payments of interest, corporate
taxation, and capital expenditure). This computation may not be comparable
to that of similarly titled measures presented by other companies.
Adjusted net cash flow is meaningful to investors because it is the measure
of the Group’s funds available for debt repayment or to increase cash on
hand after acquisition-related payments, dividend payments to shareholders
and share repurchases. The purpose of presenting adjusted net cash flow is
to indicate the ongoing cash generation within the control of the Group after
taking account of the necessary cash expenditures of maintaining the capital
and operating structure of the Group (in the form of payments of interest,
corporate taxation and capital expenditure) and after acquisitions, dividend
payments to shareholders and share repurchases.
CONSTANT CURRENCY AND ‘LIKEFORLIKE’
These consolidated financial statements are presented in pounds sterling.
However, the Group’s significant international operations give rise to
fluctuations in foreign exchange rates. To neutralise foreign exchange impact
and illustrate the underlying change in revenue and profit from one year to
the next, the Group has adopted the practice of discussing results in both
reportable currency (local currency results translated into pounds sterling
at the prevailing foreign exchange rate) and constant currency.
Management also believes that discussing like-for-like contributes to the
understanding of the Group’s performance and trends because it allows
for meaningful comparisons of the current year to that of prior years.
Further details of the constant currency and like-for-like methods are given
in the Glossary.
The following tables reconcile reported revenue growth for the year ended
31 December 2025, 2024 and 2023 including like-for-like revenue growth for
the same period:
£m %
Revenue
2023 reported 14,845
Impact of exchange rate changes (473) (3.2)
Impact of acquisitions and disposals 30 0.2
Like-for-like growth 339 2.3
2024 reported 14,741 (0.7)
Impact of exchange rate changes (266) (1.8)
Impact of acquisitions and disposals (402) (2.7)
Like-for-like growth (523) (3.6)
2025 reported 13,550 (8.1)
The following table reconciles reported revenue less pass-through costs
growth for the year ended 31 December 2025, 2024 and 2023 including
like-for-like revenue less pass-through costs growth for the same period:
£m %
Revenue less pass-through costs
2023 reported
11,860
Impact of exchange rate changes (369) (3.1)
Impact of acquisitions and disposals (13) (0.1)
Like-for-like growth (119) (1.0)
2024 reported 11,359 (4.2)
Impact of exchange rate changes (199) (1.7)
Impact of acquisitions and disposals (372) (3.3)
Like-for-like growth (612) (5.4)
2025 reported 10,176 (10.4)
The following table reconciles headline operating profit growth for the year
ended 31 December 2025 and 2024, including like-for-like headline operating
profit growth for the same period:
Margin
%£m %
Headline operating profit
2023 reported 14.8 1,750
Impact of exchange rate changes (75) (4.3)
Impact of acquisitions and disposals (3) (0.2)
Like-for-like growth 35 2.0
2024 reported 15.0 1,707 (2.5)
Impact of exchange rate changes (29) (1.7)
Impact of acquisitions and disposals (65) (3.8)
Like-for-like growth (292) (17.1)
2025 reported 13.0 1,321 (22.6)
ADDITIONAL INFORMATION
WPP ANNUAL REPORT 2025 183RECONCILIATION TO NONGAAP MEASURES OF PERFORMANCE
SHARE CAPITAL AND CONTROL
Details of our issued share capital and the number of shares held in Treasury
as at 31 December 2025 can be found in note 26 to the financial statements.
Our ordinary shares are listed on the London Stock Exchange (LSE) and are
also quoted on the New York Stock Exchange (NYSE) in the form of American
Depositary Receipts (ADRs).
The rights and obligations relating to the ordinary share capital are outlined
in the Articles of Association; there are no restrictions on transfer, no
restrictions on voting rights and no securities carry special voting rights
with regard to control of the Company.
At the AGM on 23 May 2025, shareholders passed resolutions authorising
the Company, in accordance with its Articles, to allot shares up to a maximum
nominal amount of £35,960,078 of which £5,394,011 could be allotted for
cash free of statutory pre-emption rights. In the year under review no shares
were issued for cash free from pre-emption rights. Details of share capital
movements are given in note 24 of the financial statements on page 170.
AUTHORITY FOR PURCHASE OF OWN SHARES
At the AGM on 23 May 2025 shareholders passed a special resolution
authorising the Company, in accordance with its Articles of Association,
to purchase up to 107,880,235 of its own shares in the market. In the year
under review, no ordinary shares were purchased.
MAJOR SHAREHOLDERS
The table below shows the holdings of major shareholders in the Company’s
issued ordinary share capital in accordance with the Disclosure Guidance
and Transparency Rules (DTRs) notified to the Company as at 31 December
2025 and 12 March 2026. Information provided to the Company under the
DTRs is publicly available via the regulatory information services and on the
Company’s website.
At 31 December
2025
1
%
At 12 March
2026
1
%
BlackRock Inc 9.93 9.84
FIL Limited
8.92 8.92
Mondrian Investment Partners Limited
5.63 5.63
RWC Asset Management LLP
5.25 5.25
Schroders Plc
5.07 5.07
Hotchkis & Wiley Capital Management, LLC
–
2
5.04
Silchester International Investors LLP 5.03 5.03
Notes
1
Percentage as at date of notification
2
The Company had not been notified of any interests in the issued ordinary capital of the
Company in excess of 5.0%
SHAREHOLDERS AS AT 31 DECEMBER 2025
Holding of shares
Number of
holders
%
Owners Shareholdings
%
Outstanding
Up to 1,000 4,549 76 973,447 0.09
1,001 to 5,000 707 12 1,595,800 0.15
5,001 to 100,000 435 7 10,999,382 1.02
100,001 to 1,000,000 159 3 55,734,129 5.17
Over 1,000,000 95 2 1,009,499,600 93.57
SHAREHOLDER INFORMATION
Shareholders by geography % Shareholders by type %
UK 28.6 Institutional investors 95.4
United States 50.5 Our people 0.5
Rest of World 20.9 Other individuals 4.1
Total 100 Total 100
ADDITIONAL INFORMATION
WPP ANNUAL REPORT 2025 184
SHARE PRICE
The closing price of the shares at 31 December was as follows:
At 12 March
2026 2025 2024 2023 2022 2021
Ordinary 10p shares 235.20p 337.50p 827.4p 753.0p 820.2p 1,119.5p
Share price information is also available online at wpp.com/investors/share-price
SHARE BUYBACK PROGRAMME
The Board has been authorised to purchase ordinary shares in the capital
of the Company under Article 12 of the Company’s Articles of Association.
The power under Article 12 and the authority for the Company to make
purchases of its own shares are subject to the requirements of the Companies
(Jersey) Law 1991 and to shareholder authorities which are sought on an annual
basis at our Annual General Meeting (AGM). Any shares purchased by the
Company may be cancelled, held as Treasury shares or used for satisfying
share options and grants under the Company’s employee share plans.
DIVIDENDS
Subject to shareholder approval at the 2026 AGM, the final dividend for 2025
will become due and payable on 3 July 2026 to all holders of ordinary shares
on the Register of Members at the close of business on 5 June 2026.
The table below sets out the dividend per share ordinary shareholders have
received for the last five years.
2025 2024 2023 2022 2021
Interim dividend per ordinary share 7.50p 15.00p 15.00p 15.00p 12.50p
Final dividend per ordinary share
7.50p 24.40p 24.40p 24.40p 18.70p
Total 15.0p 39.40p 39.40p 39.40p 31.20p
AMERICAN DEPOSITARY RECEIPTS ADRS
Each ADR represents five ordinary shares.
WPP plc is subject to the informational requirements of the US securities
laws applicable to foreign companies and files an annual report on Form 20-F
and other information with the US Securities and Exchange Commission.
These documents are available at the Commission’s website, sec.gov.
ADR DIVIDENDS
ADR holders are eligible for all stock dividends or other entitlements
accruing on the underlying WPP plc shares and receive all cash dividends
in US dollars. These are normally paid twice a year.
Dividend cheques are mailed directly to the ADR holder on the payment date
if ADRs are registered with WPP’s US depositary. Dividends on ADRs that are
registered with brokers are sent to the brokers, who forward them to ADR
holders. WPP’s US depositary is Citibank N.A. (address on page 186).
Dividends per ADR in respect of each financial year are set out below.
2025 2024 2023 2022 2021
In £ sterling
Interim 37.50p 75.00p 75.00p 75.00p 62.50p
Final
37.50p 122.00p 122.00p 122.00p 93.50p
Total 75.00p 197.00p 197.00p 197.00p 156.00p
In US dollars
1
Interim 49.44¢ 95.89¢ 93.29¢ 92.72¢ 85.98¢
Final 49.44¢ 155.98¢ 151.74¢ 150.83¢ 128.63¢
Total 98.88¢ 251.87¢ 245.03¢ 243.55¢ 214.61¢
Note
1
These figures have been translated for convenience purposes only, using the approximate average rate for the year of US$1.3185 (2024: US$1.2785, 2023: US$1.2438, 2022: US$1.2363). This conversion
should not be construed as a representation that the pound sterling amounts actually represent, or could be converted into, US dollars at the rates indicated
Dollar amounts paid to ADR holders depend on the sterling/dollar exchange rate at the time of payment.
No withholding tax is imposed on dividends paid to ADR holders. The dividends received will be subject to US taxation.
WPP ANNUAL REPORT 2025 185SHAREHOLDER INFORMATION
ADDITIONAL INFORMATION
LISTING RULES
For the purposes of UK Listing Rule (UKLR) 6.6.4R, the information required
to be disclosed by that section can be found in the following locations:
Section
Applicable sub-paragraph
within UKLR 6.6.4R Location
11 Shareholder waiver
of dividend
Directors’ compensation report
pages 93-131
12 Shareholder waiver
of future dividends
Directors’ compensation report
pages 93-131
Note
The above table sets out only those sections of UKLR 6.6.4R which are relevant. The remaining
sections of UKLR 6.6.4R are not applicable
ARTICLES OF ASSOCIATION
There are no restrictions on amending the Articles of Association of the
Company (Articles) other than the requirement to pass a special resolution
of the shareholders at a general meeting. Subject to applicable law and the
Company’s Articles, the Directors may exercise all powers of the Company.
The Articles are available on the Company’s website at
wpp.com/investors/corporate-governance
SHAREHOLDER INFORMATION
2026 FINANCIAL CALENDAR
Ordinary dividend timetable Final Interim
Ordinary ex-dividend date 4 June 2026 8 October 2026
Dividend record date 5 June 2026 9 October 2026
Dividend payment date 3 July 2026 2 November 2026
Other key dates:
2025 preliminary results 26 February 2026
First quarter trading update 28 April 2026
Annual General Meeting 8 May 2026
2026 interim results August 2026
Third quarter trading update October 2026
RESULTS ANNOUNCEMENTS
Results announcements are issued to the London Stock Exchange and are
available on its news service. They are also sent to the US Securities and
Exchange Commission and the NYSE, issued to the media and made available
on our website.
SHAREHOLDER COMMUNICATIONS
A growing number of our shareholders have opted to receive communications
from us electronically. The use of electronic communications, rather than
printed paper documents, means information about the Company can
be accessed through emails or the Company’s website, thus reducing our
impact on the environment. Shareholders who have elected for electronic
communication will be sent an email alert containing a link to the relevant
documents. We encourage all our shareholders to sign up for this service.
You can register for this service at investorcentre.co.uk/je or by contacting
Computershare using the telephone number provided below.
WPP’s public website, wpp.com, provides current and historical financial
information, news releases, trading reports and share price information.
Go to wpp.com/investors
PAYMENT OF DIVIDENDS
We are only able to pay cash dividends in to your nominated bank account.
To update your payment details please go to investorcentre.co.uk/je or
contact Computershare at the details below.
SHAREHOLDERS’ REGISTER
The ordinary shareholders’ register is kept at the offices of the Company’s
registrar in Jersey and is available for inspection on request. The address
of the registrar is 13 Castle Street, St Helier, Jersey JE1 1ES.
ACCESS NUMBERSTICKER SYMBOLS
NYSE Reuters Bloomberg
Ordinary shares
–WPP.LWPP LN
American Depositary Shares WPP WPP.N WPP US
SHAREHOLDER CONTACTS
ORDINARY SHARES
For any queries regarding your shareholding, please contact Computershare:
By telephone: +44 (0)370 707 1411
Lines are open from Monday to Friday, 8.30am to 5.30pm UK time, excluding
public holidays.
Using the contact form on the website: investorcentre.co.uk/je/contactus
In writing: Computershare Investor Services (Jersey) Limited, 13 Castle Street,
St Helier, Jersey, JE1 1ES
AMERICAN DEPOSITARY RECEIPTS ADRS OFFICE
For any queries regarding WPP ADRs, please contact Citibank Shareholder
Services (Citibank):
By telephone: +1 877 248 4237
Opening hours are Monday to Friday, 8.30am to 6pm US Eastern Standard
Time. Please call +1 781 575 4555 if calling from outside of the US.
By email: citibank@shareholders-online.com
In writing: Citibank N.A., PO Box 43077, Providence, RI 02940–3077, USA
REGISTERED OFFICE
WPP plc
22 Grenville Street
St Helier
Jersey
JE4 8PX
Telephone: +44 (0)20 7282 4600
Registered number: 111714
Website: wpp.com
TAXATION INFORMATION
As this is a complex area investors should consult their own tax advisor
regarding the US federal, state and local, the UK and other tax consequences
of owning and disposing of shares and ADSs in their particular circumstances.
DIVIDENDS RECEIVED
UK resident individuals receive a Dividend Allowance in the form of a 0% tax
rate on the first £500 of dividend income received. For UK tax years ended
5 April 2025 and ending 5 April 2026, dividends received by UK resident
individuals which are over the Dividend Allowance are taxed at a rate of
8.75% for individuals in the basic rate band, at 33.75% for higher rate tax
payers and at 39.35% for additional rate tax payers (individuals with income
over £125,140 in the tax year). For the tax year that starts on 6 April 2026 and
ends on 5 April 2027 dividends received by UK resident individuals which are
over the Dividend Allowance will be taxed at a rate of 10.75% for individuals
in the basic rate band, at 35.75% for higher rate tax payers and at 39.35% for
additional rate tax payers.
CAPITAL GAINS TAX
The market value of an ordinary share at 31 March 1982 was 39p. Since that
date rights issues have occurred in September 1986, August 1987 and April
1993. For capital gains tax purposes the acquisition cost of ordinary shares
is adjusted to take account of such rights issues. Since any adjustments will
depend on individual circumstances, shareholders are advised to consult
their professional advisors.
CAPITAL GAINS
As liability to capital gains tax on a disposal of WPP shares will depend
on individual circumstances, shareholders are advised to consult their
professional advisors.
WPP ANNUAL REPORT 2025 186SHAREHOLDER INFORMATION
ADDITIONAL INFORMATION
GLOSSARY
Term used in this Annual Report US equivalent or brief description
Adjusted free cash flow Adjusted free cash flow is calculated as cash used in/generated by operations plus dividends received
from associates, interest received, investment income received, and share option proceeds, less
corporation and overseas tax paid, interest and similar charges paid, dividends paid to non-controlling
interests in subsidiary undertakings, repayment of lease liabilities, interest paid on lease liabilities,
contingent consideration liability payments and purchases of property, plant and equipment and
purchases of intangible assets
Adjusted net cash flow Adjusted net cash flow is calculated as adjusted free cash flow (as defined above) plus disposal
proceeds, less net initial acquisition payments, dividends and share purchases
Adjusted net debt and average adjusted
net debt
Adjusted net debt consists of cash and cash equivalents, bank overdrafts, current and non-current
borrowings, derivative financial instruments hedging debt and excludes lease liabilities, contingent
consideration and deferred consideration liabilities in respect of the Group’s mergers and acquisitions
activities. Average adjusted net debt represents the rolling 12-month average of the Group’s monthly
adjusted net debt balances
Adjusted operating cash flow Adjusted operating cash flow is calculated as cash used in/generated by operations plus investment
income received and share option proceeds, less repayment of lease liabilities, interest paid on lease
liabilities, and purchases of property, plant and equipment and purchases of intangible assets
Adjusted operating cash flow before
working capital
Adjusted operating cash flow before movement in trade receivables and accrued income, trade
payables, other receivables, other payables and provisions
Adjusted operating cash flow conversion Conversion is measured as adjusted operating cash flow (defined above) over headline operating profit
(defined below)
Adjusting items Adjusting items include gains/losses on disposal of investments and subsidiaries, gains/losses on
disposal of property, goodwill impairment, other impairment charges, amortisation and impairment of
acquired intangible assets, restructuring and transformation costs, property-related restructuring costs,
other transaction costs, legal provision charges/gains, revaluation and retranslation of financial
instruments, and share of adjusting and other items for associates
ADRs/ADSs American Depositary Receipts/American Depositary Shares. The Group uses the terms ADR and ADS
interchangeably. One ADR/ADS represents five ordinary shares
Allotted Issued
Billings Billings comprise the gross amounts billed to clients in respect of commission-based/fee-based income
together with the total of other fees earned
Brand awareness The number of people or percentage of a group that are aware of a brand
Brand consideration Those who would consider purchasing a brand are measured as a subset of those aware of a brand
Called-up share capital Ordinary shares, issued and fully paid
Click-through rate (CTR) The ratio of the number of users exposed to a specific link on a website page or in an email and those
who click the link and view the advertised product or service
Client Net Promoter Score (CNPS) A metric used to assess overall customer satisfaction and how likely customers are to recommend
a company to a peer or colleague
Company or Parent Company WPP plc
Constant currency The Group uses US dollar-based, constant currency models to measure performance across all
jurisdictions. These are calculated by applying budgeted 2025 exchange rates to local currency reported
results for the current and prior year, which excludes any variances attributable to foreign exchange rate
movements
Direct-to-consumer Marketing from company to consumer without distributor or retailer involvement
ESOP Employee share ownership plan
Establishment costs Establishment costs are costs directly related to the occupancy of the buildings utilised by WPP. These
include the depreciation of right of use assets and leasehold improvements; and the costs of property
taxes, utilities, maintenance and facilities management amongst others
EURIBOR The euro area inter-bank offered rate for euro deposits
Finance lease Capital lease
Freehold Ownership with absolute rights in perpetuity
Full-time equivalent (FTE) employee A permanent person or employee of WPP Group or any of its majority-owned operating companies, as
captured locally by each reporting unit and entered into the centralised finance system. FTE employees
does not include contractors
General and administrative costs General and administrative costs include marketing costs, certain professional fees and an allocation of
other costs, including staff and establishment costs (defined above), based on the function of employees
within the Group
General Data Protection Regulation (GDPR) A European Union law governing digital data collection, use and storage
Group WPP plc and its subsidiaries
ADDITIONAL INFORMATION
WPP ANNUAL REPORT 2025 187
Term used in this Annual Report US equivalent or brief description
Headline costs Headline costs comprise costs of services and general administrative costs excluding gains/losses
on disposal of investments and subsidiaries, gains/losses on disposal of property, goodwill impairment,
other impairment charges, amortisation and impairment of acquired intangible assets, restructuring
and transformation costs, property-related restructuring costs, other transaction costs, legal provision
charges/gains, revaluation and retranslation of financial instruments and share of adjusting and other
items for associates
Headline earnings Headline PBT less headline tax charge and headline non-controlling interests
Headline earnings from associates Earnings from associates, excluding share of adjusting and other items for associates
Headline EBITDA Profit before finance income/costs and revaluation and retranslation of financial instruments, taxation,
gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property, goodwill
impairment, amortisation and impairment of acquired intangible assets, restructuring and transformation
costs, property-related restructuring costs, other transaction costs, legal provision charges/gains and
share of adjusting and other items for associates
Headline net finance costs Net finance costs (as defined below) excluding revaluation and retranslation of financial instruments
Headline operating profit Operating profit before gains/losses on disposal of investments and subsidiaries, gains/losses on
disposal of property, other impairment charges, goodwill impairment, amortisation and impairment
of acquired intangible assets, restructuring and transformation costs, property-related restructuring
costs, other transaction costs, and legal provision charges/gains
Headline operating profit margin Headline operating profit margin is calculated as headline operating profit (defined above)
as a percentage of revenue less pass-through costs
Headline PBIT Profit before net finance costs, taxation, gains/losses on disposal of investments and subsidiaries, gains/
losses on disposal of property, goodwill impairment, amortisation and impairment of acquired intangible
assets, other impairment charges, restructuring and transformation costs, property-related restructuring
costs, other transaction costs, and legal provision charges/gains and share of adjusting and other items
for associates
Headline PBT Profit before taxation, gains/losses on disposal of investments and subsidiaries, gains/losses on disposal
of property, goodwill impairment, amortisation and impairment of acquired intangible assets, other
impairment charges, restructuring and transformation costs, property-related restructuring costs, other
transaction costs, and legal provision charges/gains, share of adjusting and other items for associates,
and revaluation and retranslation of financial instruments
Headline tax charge Taxation excluding tax/deferred tax relating to gains/losses on disposal of investments and subsidiaries,
gains/losses on disposal of property, acquisition-related intangible assets and liabilities, restructuring
and transformation costs, property-related restructuring costs, investments in associates, other
transaction costs and legal provision charges/gains
IFRS/IAS International Financial Reporting Standards/International Accounting Standards
Like-for-like Like-for-like comparisons are calculated as follows: current year, constant currency actual results
(which include acquisitions from the relevant date of completion) are compared with prior year,
constant currency actual results, adjusted to include the results of acquisitions and disposals
Media/Digital Media billings Media billings comprise our clients’ spend on media, plus our fees. Within this, Digital Media billings
comprises our billings in relation to media served on digital properties and platforms, including but
not limited to online video, display, search, social, digital out of home and addressable TV
Net finance costs All costs related to interest expense on bank overdrafts, bonds, bank loans, lease liabilities, swaps and
revaluation and retranslation of financial instruments less any interest income on cash surplus and investments
Net working capital The movement in net working capital consists of movements in trade receivables and accrued income,
trade payables and deferred income, other receivables, other payables and provisions per the analysis
of cash flows (note 9)
OCI Other comprehensive income
Pass-through costs Pass-through costs comprise fees paid to external suppliers when they are engaged to perform part
or all of a specific project and are charged directly to clients. This includes the cost of media where
the Group is buying digital media for its own account on a transparent opt-in basis and, as a result,
the subsequent media pass-through costs have to be accounted for as revenue, as well as billings
Profit Income
WPP ANNUAL REPORT 2025 188GLOSSARY
ADDITIONAL INFORMATION
Term used in this Annual Report US equivalent or brief description
Profit attributable to equity holders of the parent Net income
Programmatic advertising Automated buying and selling of ad inventory, using software to make data-driven decisions
Revenue less pass-through costs Revenue less pass-through costs is revenue less media and other pass-through costs
Return on invested capital (ROIC) Final year ROIC in the performance period calculated as:
Headline operating profit/Invested capital
Where invested capital =
(Opening net assets + closing net assets)/2
+ average net debt
+ average lease liabilities (opening lease liabilities + closing lease liabilities)/2
Sarbanes-Oxley Act, or SOX An Act passed in the United States to protect investors by improving the accuracy and reliability
of corporate disclosures made pursuant to the securities laws, and for other purposes
Share capital Ordinary shares, capital stock or common stock issued and fully paid
Shares in issue Shares outstanding
Share premium account Additional paid-in capital or paid-in surplus
UK Corporate Governance Code The UK Corporate Governance Code published by the Financial Reporting Council dated January 2024
WPP WPP plc and its subsidiaries
WPP ANNUAL REPORT 2025 189GLOSSARY
ADDITIONAL INFORMATION
FORWARDLOOKING STATEMENTS
The Company may include forward-looking statements (including as defined
in the U.S. Private Securities Litigation Reform Act of 1995) in oral or written
public statements issued by or on behalf of the Company. These forward-
looking statements may include, among other things, plans, objectives,
beliefs, intentions, strategies, projections and anticipated future economic
performance based on assumptions and the like that are subject to risks
and uncertainties. These statements can be identified by the fact that they
do not relate strictly to historical or current facts. They use words such as
‘aim’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘forecast’, ‘guidance’, ‘intend’,
‘may’, ‘will’, ‘should’, ‘potential’, ‘possible’, ‘predict’, ‘project’, ‘plan’, ‘target’,
and other words and similar references to future periods but are not the
exclusive means of identifying such statements. As such, all forward-looking
statements involve risk and uncertainty because they relate to future events
and circumstances that are beyond the control of the Company. Actual
results or outcomes may differ materially from those discussed or implied
in the forward-looking statements. Therefore, you should not rely on such
forward-looking statements, which speak only as of the date they are made,
as a prediction of actual results or otherwise. Important factors which may
cause actual results to differ include but are not limited to: the unanticipated
loss of a material client or key personnel; delays, suspensions or reductions
in client advertising budgets; shifts in industry rates of compensation;
regulatory compliance costs or litigation; changes in competitive factors
in the industries in which we operate and demand for our products and
services; changes in client advertising, marketing and corporate
communications requirements; our inability to realise the future anticipated
benefits of acquisitions; failure to realise our assumptions regarding goodwill
and indefinite lived intangible assets; natural disasters or acts of terrorism;
the Company’s ability to attract new clients; the economic and geopolitical
impact of conflicts; the risk of global economic downturn; slower growth,
increasing interest rates and high and sustained inflation; tariffs and other
trade barriers; supply chain issues affecting the distribution of our clients’
products; technological changes and risks to the security of IT and
operational infrastructure, systems, data and information resulting from
increased threat of cyber and other attacks; effectively managing the risks,
challenges and efficiencies presented by using Artificial Intelligence (AI) and
Generative AI technologies and partnerships in our business; risks related to
our environmental, social and governance goals and initiatives, including
impacts from regulators and other stakeholders, and the impact of factors
outside of our control on such goals and initiatives; the Company’s exposure
to changes in the values of other major currencies (because a substantial
portion of its revenues are derived and costs incurred outside of the UK); and
the overall level of economic activity in the Company’s major markets (which
varies depending on, among other things, regional, national and international
political and economic conditions and government regulations in the world’s
advertising markets). In addition, you should consider the risks described in
Item 3D, captioned ‘Risk Factors' in the Group’s most recent Annual Report
on Form 20-F, which could also cause actual results to differ from forward-
looking information. Neither the Company, nor any of its directors, officers
or employees, provides any representation, assurance or guarantee that the
occurrence of any events anticipated, expressed or implied in any forward-
looking statements will actually occur. Accordingly, no assurance can be
given that any particular expectation will be met and investors are cautioned
not to place undue reliance on the forward-looking statements. Other than
in accordance with its legal or regulatory obligations (including under the
Market Abuse Regulation, the UK Listing Rules and the Disclosure and
Transparency Rules of the Financial Conduct Authority), the Company
undertakes no obligation to update or revise any such forward-looking
statements, whether as a result of new information, future events or
otherwise.
WEBSITE
WPP’s website wpp.com gives additional information on the Group.
Notwithstanding the references we make in this Annual Report to WPP’s
website, none of the information made available on the website constitutes
part of this Annual Report or shall be deemed to be incorporated by
reference herein.
WHERE TO FIND US
COMPANY CENTRES
LONDON
Sea Containers
18 Upper Ground
London SE1 9GL
Tel +44 (0)20 7282 4600
NEW YORK
3 World Trade Center
175 Greenwich Street
New York NY 10007
ASIA PACIFIC
50 Scotts Road
Singapore 228242
Tel +65 6508 5219
COMPANY INFORMATION
If you would like further general
information about WPP, its agencies
or any of the programmes or initiatives
mentioned in this Annual Report, please
visit our website, wpp.com, or email:
enquiries@wpp.com
INVESTOR INFORMATION
Investor relations material, contacts and our
financial statements are available online at
wpp.com/investors
WPP ANNUAL REPORT 2025 190
Written by WPP
Consultancy, design and production by Design Bridge and Partners
www.designbridge.com
©WPP 2026
This report is printed on Arena Extra White Smooth and Symbol Freelife Satin
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