107 Vodafone Group Plc Annual Report 2024
Strategic report
Governance
Financials
Other information
2024 remuneration In this section we summarise the pay packages awarded to our Executive Directors for performance in the 2024 financial year versus 2023. Specifically, we have provided a table that shows all remuneration that was earned by each individual during the year and computed a single total remuneration figure for the year. The value of the annual bonus (‘GSTIP’) reflects what was earned in respect of the year but will be paid out in the following year. Similarly the value of the long-term incentive (‘GLTI’) reflects the share award which will vest in August 2024 as a result of the performance through the three-year period ended 31 March 2024. Consideration of the use of discretion The Remuneration Committee reviews all incentive awards prior to payment and uses judgement to ensure that the final assessments of performance are fair and appropriate. If circumstances warrant it, the Committee may adjust the final payment or vesting. The Committee reviewed incentive outcomes at the May 2024 meeting and considered the appropriateness of outcomes in light of wider financial and business performance and the wider employee experience across the relevant measurement periods for both the short-term and long-term incentive plans. The Committee agreed the outcomes were appropriate and that no adjustments were required to either the short-term or long-term incentive outcomes this year. Board changes Margherita Della Valle was appointed Group Chief Executive on 27 April 2023, having previously held the role on an interim basis effective 1 January 2023. Prior to this Margherita had held the role of Chief Financial Officer. Margherita’s 2024 single figure therefore predominantly reflects remuneration received in respect of her time as Group Chief Executive whereas her 2023 single figure includes remuneration arrangements in relation to her time as Chief Financial Officer. Luka Mucic was appointed Group Chief Financial Officer on 1 September 2023 and this period of service is reflected in his 2024 single figure. Total remuneration for the 2024 financial year (audited) Margherita Della Valle Luka Mucic
2024 £’000
2023 £’000 806 26
2024 £’000 443 115 631
2023 £’000
Salary/fees Taxable benefits 1
1,238 1,780 1,198 40
– – – – – – – – – –
Annual bonus: GSTIP (see below for further detail)
1,206 1,288 977 311 3,407 913 2,494 81
Total long-term incentive:
– – –
GLTI awards 2,3 GLTI dividends 4
894 304 124
Pension/cash in lieu of pension Total Fixed Remuneration Total Variable Remuneration Total
44
4,380 1,402 2,978
1,233 602 631
Notes: 1. Taxable benefits include amounts in respect of: – Private healthcare (2024: Margherita Della Valle £2,801; 2023: Margherita Della Valle £2,575); – Cash car allowance £19,200 p.a.; – Travel (2024: Margherita Della Valle £17,590, Luka Mucic £1,663; 2023: Margherita Della Valle £4,235); and – Relocation (2024: Luka Mucic £102,215). 2. The share prices used for the 2023 and 2024 values, as set out in note 3 below, are lower than the grant prices for the respective awards. As such, no amount of the value shown in the 2023 or 2024 column is attributable to share price appreciation during the performance or vesting periods. 3. The value shown in the 2023 column is the award which vested on 3 August 2023 and is valued using the execution share price on 3 August 2023 of 72.84 pence. The value shown in the 2024 column is the award which vests on 3 August 2024 and is valued using an average closing share price over the last quarter of the 2024 financial year of 67.84 pence. 4. Under the GLTI, executives receive a cash award equivalent in value to the dividends that would have been paid during the vesting period on any shares that vest. The dividend value shown in 2024 relates to awards vesting on 3 August 2024. 2024 annual bonus (‘GSTIP’) payout (audited) In the table below we disclose our achievement against each of the performance measures and targets in our annual bonus (‘GSTIP’) and the resulting total annual bonus payout level for the year ended 31 March 2024 of 71.2% of maximum. This is applied to the maximum bonus level of 200% of base salary for each Executive Director. Commentary on our performance against each measure is provided on the next page.
Payout at maximum performance (% of salary) 40.0%
Actual payout (% of overall bonus maximum)
Threshold performance level €bn
Target performance level €bn
Maximum performance level €bn
Actual performance level 1 €bn
Actual payout (% of salary)
Performance measure Service revenue Adjusted EBIT
37.3% 18.7%
36.3 3.8 2.7
37.4 4.5 3.2
38.5 5.3 3.7
38.4 4.7 3.6
40.0% 25.9% 12.9% 40.0% 34.4% 17.2% 20.0% 10.5% 5.2% 40.0% 22.4% 11.2% 20.0% 11.9% 6.0% 200.0% 142.4% 71.2%
Adjusted free cash flow Revenue market share Net Promoter Score
Churn
See overleaf for further details
Total annual bonus payout level
Note: 1. These figures are adjusted for the impact of M&A, foreign exchange movements and any changes in accounting treatment.
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