Annual Report on Remuneration (continued) 112 Vodafone Group Plc Annual Report 2024 Strategic report
Governance
Financials
Other information
Share options As at 31 March 2024 and 14 May 2024 no Directors held any share options.
At 14 May 2024 members of the Group’s Executive Committee held options for 56,692 ordinary shares at prices ranging from 58.4 pence to 103.0 pence per ordinary share, with a weighted average exercise price of 66.7 pence per ordinary share exercisable at dates ranging from 1 September 2024 to 1 September 2026. Margherita Della Valle, Luka Mucic, Aldo Bisio, Ahmed Essam, Shameel Joosub, Joakim Reiter, Alberto Ripepi and Serpil Timuray held no options at 14 May 2024. Loss of office payments (audited) Other than amounts already disclosed in prior year reports, no loss of office payments were made during the year. Payments to past Directors (audited) During the 2024 financial year Lord MacLaurin received benefit payments in respect of security costs as per his contractual arrangements. These costs exceeded our de minimis threshold of £5,000 p.a. and, including the tax paid, were £47,842 (2023: £24,657). Fees retained for external non-executive directorships Executive Directors may hold positions in other companies as non-executive directors and retain the fees paid to them in respect of these services. During the year ended 31 March 2024, Margherita Della Valle served as a non-executive director on the board of Reckitt Benckiser Group plc where she retained fees of £123,500 (2023: £118,000). Luka Mucic served as a non-executive director on the board of Heidelberg Materials AG where he retained fees of €204,680. 2024 remuneration for the Chair and Non-Executive Directors (audited) Salary/fees Benefits 1 Total 2024 £’000 2024 £’000 2023 £’000 2024 £’000
2023 £’000 650 140
2023 £’000 679 159
Chair Jean-François van Boxmeer Senior Independent Director David Nish Non-Executive Directors Stephen A. Carter CBE Delphine Ernotte Cunci
650 157 115 115 115 115 157 115 137 – 2
39 20 3 5 0 10 17 11 15 16
29 19 2 5 – 11 14 10 12 12 10 9 1
689 177 118 120 125 132 168 130 153 0
79 79
81 84
Michel Demaré Deborah Kerr Amparo Moraleda Christine Ramon Simon Segars
115 115 140 –
126 129 150 –
Hatem Dowidar (appointed 19 February 2024)
44 79
45 91
Former Non-Executive Directors Sir Crispin Davis (stepped down 25 July 2023) Dame Clara Furse (stepped down 25 July 2023) Valerie Gooding (stepped down 25 July 2023)
36 36 52
115 115 165
8 5 7
44 41 59
127 124 175
Total
1,800
1,836
156
134 1,956 1,970
Notes: 1. This includes certain travel and accommodation expenses in relation to attending Board meetings which are treated as a taxable benefit. Values include these travel expenses and the corresponding tax contribution. 2. As part of the strategic relationship agreement with e&, Hatem Dowidar, the Group Chief Executive Officer of e&, was appointed as a Non-Executive Director effective 19 February 2024. As per the terms of the agreement, Hatem does not receive a fee for this role. Pay in the wider context Remuneration arrangements As part of its review of executive remuneration arrangements, the Committee takes account of the pay policies in place across the wider business. This includes considering the structure of remuneration offerings at each level of the business to ensure there is a strong rationale for how packages evolve across the different levels of the organisation. During the year the Committee reviewed the remuneration structure across the business, which included how our arrangements aligned with our strategy, supported our purpose, and celebrated the Spirit of Vodafone. The update also set out the results of the latest annual fair pay review, including where the key focus areas were and what actions had been agreed locally to implement any required adjustments. Details of our remuneration offerings at each level of the business are provided on the following page.
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