
More About Advertising published a perspective examining
issues associated with the WPP CEO Cindy Rose pay scheme recently approved by 75% of shareholders—despite rejection recommendations from two advisory groups.
For starters,
the approval is technically not approved, as WPP is legally obligated to connect
with dissenting shareholders and report collected feedback within six months.
Six months
from now essentially marks Year One of the Roserrection, so her success or failure in meeting
the arguably impossible incentives will be reality.
It all
underscores the messiness of transitioning from a White holding company to a
single White operating company—a restructuring never publicly defined with
clarity or transparency.
If Eviscerate28 has been officially documented, it’s in
pencil—or invisible ink—as the vote on Rose’s payment indicates even
shareholders aren’t overwhelmingly convinced the flaming dumpster can be
transformed.
There
continues to be sloppiness as the proceedings unfold, displaying a “Ready,
Fire, Aim” approach. This is unconscionable, given over 98,000 livelihoods are
at risk, and leadership is readily firing aimlessly.
For drones
and C-suite
executives, RIFs must feel like covert military operations, devastating sneak
attacks executed with minimal regard for collateral damages.
In Rose’s
defense, she’s facing a basic challenge: change always changes. At the same
time, to change and to change for the better are two different things.
Omar Oakes:
Why one in four WPP shareholders aren’t convinced
The case for
giving Cindy Rose a pay raise — rejected by a quarter of WPP shareholders —
matters because of the divisions we now see within and between ad agency
holding groups.
By Omar Oakes
What happened
to the once mighty ad agencies of Madison Avenue and Soho, whose great creative
and strategic minds used to make or break businesses?
Are agencies
becoming increasingly minor characters because advertising is no longer a game
of big ideas and spectacle, but a small, shabby game of following people around
the internet with surveillance tactics and popups? Or do they deserve more
blame for failing to make the case that the power of creativity has never been
more necessary in a world of rising misinformation and automated mediocrity?
Whatever your
view of agencies in 2026, there is likely a common reflex when reading stories
from the past week about WPP and Publicis Groupe CEOs receiving substantial
increases in their pay. My eyebrows twitched, but each to their own.
But in the case
of WPP, not all shareholders did agree. In fact, one in four said no to WPP CEO
Cindy Rose’s proposed pay increase, from a maximum package of £8.6m to £11.1m
per year. Everything else sailed through the company’s AGM last Friday,
including Rose herself being “re-elected” at 99.63%, which is a number that
even Vladimir Putin might blanche at.
But seriously
folks, this story matters a lot more than ‘rich company boss gets richer’. Let
me explain.
WPP’s CEO
pay: what’s really a fair comparison?
To understand
why one in four matters, you need to know about the 80% rule. Under the UK
Corporate Governance Code, if a pay resolution at a public company AGM fails to
reach 80% approval, the board is legally required to engage with dissenting
shareholders and report back within six months. Both WPP pay resolutions fell
below that threshold (Resolution 3, the compensation committee report, at
75.84%; Resolution 4, the forward pay policy, at 74.92%).
So let’s see
what WPP report back with in six months. But why go through this headache in
the first place for company whose share price is so historically low that last
year it fell out of the FTSE 100?
The first
reason is peer comparison. In its latest annual report, WPP felt it necessary
to publish the historic pay packages of its rivals to show how frugal it had
been. John Wren at Omnicom earned $21.7m (£15.9m) in 2024 and Sadoun was, even
before his own pay rise was revealed last week, earning a “theoretical” maximum
of £10m. You don’t close the gap, the thinking goes, by having a CEO who only
makes a piffling £8.6m!
The second
reason is even more awkward: WPP’s boss was apparently being paid so pitifully
that she was outearned by about a third of WPP’s executive committee! The
traditional pyramid of pay, where the CEO is top dog and tranches below get
paid progressively less, had broken down.
The third
reason is perhaps the most difficult to swallow: CEOs like Cindy Rose are not
just paid for past performance, their pay is intended to send a signal and an
incentive for future improved performance. The ‘shareholder big bet’ was shown
in its most extreme form last year by Tesla, which gave Elon Musk a near-$1tn
pay package. Musk’s pay was structured entirely around milestones not yet hit,
designed to keep the most important person in the building focused and
retained.
The WPP board
is making a smaller version of the same argument: Rose can earn £11.1m if she
hits her targets, we believe she will, and here is the structure to make that
happen.
You can’t
imagine there being a similar rebellion over at Publicis Groupe, if it had the
same shareholder voting rules. Chairman and CEO Arthur received a 20% salary
increase, taking his potential package to €10.5m. But it’s a non-story because
Publicis has posted 20 consecutive quarters of growth and, before Omnicom
fattened itself by gobbling up IPG, had outmuscled WPP to become the world’s
biggest advertising services group. In 2025, Publicis Media won more than $10bn
in new business, according to Comvergence data, while WPP Media lost more than
$2bn net. Yes, it has since won $1.9bn in Q1 of this year, but these are not
comparable businesses at this moment in time.
In other words,
Sadoun is being retained for performance already delivered, but Rose is
being incentivised for performance not yet achieved.
Money is
fiction. Value is reality
In recent
years, Publicis built its data, technology and e-commerce capabilities over
years of deliberate acquisition. Meanwhile, WPP, under Read, was painstakingly
trying to simplify its hodgepodge of agencies, bespoke client teams, and
integrated verticals, following years of aggressive acquisitions under Sir
Martin Sorrell.
As for how WPP
turns around under Rose now, last week’s profile interview by the excellent
Suzanne Vranjica of the Wall Street Journal had some revealing lines.
Such as:
“Rose said that
once WPP returns to organic revenue growth, which she expects in 2027, it will
allocate more funds to dealmaking and bolster such areas as commerce and
social-influencer marketing.”
2027? Another
seven months (at best!) feels like a long time to wait to start catching up.
Especially since most new money in this industry is flowing directly to Meta,
Google and Amazon via small and medium sized businesses who buy direct without
agencies (including on verticals such as ecommerce and social
media/influencer!)
As for internal
“pay compression”, the timing of this argument isn’t great. WPP’s revenue fell
6.7% like-for-like in Q1. As Mark Ritson’s uncharacteristically dry, sober and
unsweary Adweek article pointed out, WPP’s headline operating margin
compressed 200 basis points in a single year, from 15% to 13%. And the
company’s share price is down by about 30% since Rose took over in September.
While she
received zero financial performance bonus (because she didn’t earn it), she
did, however, receive her maximum bonus for non-financial metrics. The board
gave her full marks for the softer stuff in a year the numbers went the wrong
way. That is, as far as I can tell, the thing that 25% of shareholders were
voting against.
The forward
signal argument is the most interesting to unpick, because it isn’t wrong in
principle. But a bet like this requires a credible forward path.
The risk of
putting more ‘skin in the game’
If, as Rose
hopes, WPP returns to organic growth next year, the market will be even more
consolidated, more expensive to enter, and more densely populated by
competitors who moved earlier. That makes it more likely that the board is
pricing in a recovery that is, optimistically, a 2028 or 2029 story.
Will
shareholders continue to have the same level of patience for that long?
There is one
aspect to this supposed turnaround story that doesn’t give me confidence. For
all the talk of transformation and innovation, this is still a business which,
you know, needs to bring in more money than it spends. Business experts call
this “profit”.
The danger is
that WPP becomes so desperate to portray a winning turnaround story (to prop up
the share price) that it continues to play the same, self-defeating game which
has plagued all large agency groups for decades now: race-to-the bottom
pricing.
Because WPP is
winning accounts: the UK government media account, Reckitt, Estée Lauder,
Jaguar… but if revenue keeps falling, it’s the signature of a company defending
market share by cutting prices. Then every account that is won on those worse
terms resets the floor for the next pitch.
This was
bizarrely framed in the same WSJ interview: during a recent pitch for a
healthcare company, Rose cut the agency’s fee, tying compensation to
performance targets. Greg Paull of R3 (now part of MediaSense) was quoted
describing this as WPP “putting skin in the game,” adding that this had not
been a hallmark of the holding group. He meant it as a compliment.
Strange.
Firstly, because fee-cutting to win business is not a new strategy at WPP, from
everything that I’ve heard in over a decade of my covering this industry, no
matter the CEO.
Secondly, the
decline of fees relative to scope of work by big agencies has been a defining
characteristic of this industry for decades. You can read Michael Farmer’s
books and Substack to understand, with ample evidence and explanation, how the
holding company model was always propped up by a cross-subsidy: undercharge on
creative, recover the margin on media buying and production markup.
But now the
same pressure is hitting media, as platforms commoditise buying and clients
demand transparency on every pound spent. So the cross-subsidy is collapsing
from both ends. Where left is there to claw the margin back from?
To quote
Ritson: “The only question that matters is whether clients will pay more.”
That is the
problem the WPP turnaround has to solve, and Rose’s brainchild scheme
Elevate28, to make £676m in cost savings, is a margin defence operation that
buys time. Meanwhile, ever weaker pricing erodes the top line.
Again, how much
patience are these shareholders really expected to have?
See you in
six months
If only
politics were the same: a winning politician is forced to consult with the
people who voted against them. Because they represent all the people, not just
their supporters, right?
So it’s a very
good thing that UK corporate law requires WPP to engage with dissenting
shareholders when votes fall below 80% approval and report back in six months.
Corporate behaviour might be even better if the actual workers were entitled to
representation on boards, as they are in Germany, but that’s for a different
column.
For now, this
story matters because it really will signal whether there is much hope for the
holding company model to survive. Is this a board that updates its view of
WPP’s position in light of new meaningful evidence or another round of investor
relations management that concludes with minor adjustments and a press release
about constructive dialogue?
I suspect the data will answer that question
before the board does.