Vodafone 2024 Annual Report

99 Vodafone Group Plc Annual Report 2024

Strategic report

Governance

Financials

Other information

GLTI performance (1 April 2021 – 31 March 2024) The 2022 GLTI award (granted August 2021) was subject to adjusted free cash flow (‘FCF’) (60% of total award), relative TSR (30% of total award), and ESG (10% of total award) performance. All performance conditions were measured over the three-year period ending 31 March 2024. Final adjusted FCF performance finished above the mid-point of the range resulting in 65.3% of the adjusted FCF element vesting. Relative TSR performance was below the median of the peer group resulting in no vesting under this measure. ESG performance was assessed against three metrics and vested at 96.9%. This resulted in an overall vesting percentage for the 2021 GLTI of 48.9% of maximum. Read more on pages 108 and 109 Consideration of discretion The Committee reviewed the appropriateness of the outcomes of both the annual bonus and long-term incentive plan in light of both the relevant performance targets and wider internal and external considerations, including the wider employee experience, across the respective measurement periods. The Committee also acknowledged that no windfall gains had occurred under the long-term incentive plan. It was agreed that the outcomes were appropriate and that no adjustments were required. Looking ahead Over the course of the next 12 months the Committee will be reviewing the current Remuneration Policy to ensure it continues to support our Company strategy. If any necessary changes are required, these will be shared for consultation ahead of the Policy Report being finalised for approval. The rest of this report sets out both our Policy Report, as approved at the 2023 AGM, and our Annual Report on Remuneration, which sets out the decisions and outcomes summarised in this letter in further detail. Amparo Moraleda On behalf of the Remuneration Committee 14 May 2024 Remuneration at a glance Component 2024 (year ending 31 March 2024) 2025 (year ending 31 March 2025)

Fixed pay Base salary

Effective 27 April 2023: Group Chief Executive: £1,250,000. Effective 1 September 2023: Group Chief Financial Officer: £760,000. Travel related benefits and private medical cover. Pension contribution of 10% of salary.

Effective 1 July 2024: Group Chief Executive: £1,250,000 (no increase). Group Chief Financial Officer: £760,000 (no increase). Travel related benefits and private medical cover. Pension contribution of 10% of salary.

Benefits Pension

Annual bonus GSTIP

Opportunity (% of salary): Target: 100%/Maximum: 200% Measures:

Service revenue (20%), adjusted EBIT (20%), adjusted FCF (20%), revenue market share (10%), Net Promoter Score (20%) and churn (10%). Opportunity (% of salary – maximum): Chief Executive: 500%/Other Executive Directors: 450% Measures: Adjusted free cash flow (60%), relative TSR (30%), and ESG (10%). Performance/holding periods: Three-year performance + two-year holding period.

Long-term incentive GLTI