Vodafone 2024 Annual Report

117 Vodafone Group Plc Annual Report 2024

Strategic report



Other information

Financial year remuneration for Chief Executive











Annual bonus average 58%

LTI average 37%

2,740 1

3,507 3

2,810 5,224 6,332 7,389 /1,619 2 3,529 3,551 4,173 /887 4 4,380 56% 58% 47% 64% 44% 52% 62% 69% 56% 71% 0% 23% 44% 67% 40% 50% 22% 26% 53% 49%

Single figure of total remuneration £’000 Annual bonus (actual award versus max opportunity) Long-term incentive (vesting versus max opportunity)

Notes: 1. Reflects the single figure in respect of Vittorio Colao for the period of 1 April 2018 to 30 September 2018. 2. Reflects the single figure in respect of Nick Read for the period of 1 October 2018 to 31 March 2019. 3. Reflects the single figure in respect of Nick Read for the period of 1 April 2022 to 31 December 2022. 4. Reflects the single figure in respect of Margherita Della Valle for the period of 1 January 2023 to 31 March 2023.

2025 remuneration Details of how key elements of the Remuneration Policy will be implemented for the 2025 financial year are set out below. 2025 base salaries As part of this year’s review, conducted in March 2024, the Committee reviewed executive remuneration arrangements against its comparator group of FTSE 30 companies (excluding financial services). Following the review the Committee concluded that the salaries of the Executive Directors would remain unchanged. This was felt to be appropriate considering Margherita Della Valle’s salary increase following her permanent appointment as Group Chief Executive in April 2023, and given Luka Mucic’s salary was set appropriately when he joined as Chief Financial Officer in September 2023. As a result, the salaries for the Executive Directors are as follows: – Group Chief Executive (Margherita Della Valle): £1,250,000 – Group Chief Financial Officer (Luka Mucic): £760,000 2025 annual bonus (‘GSTIP’) Following its annual review of the GSTIP structure, the Committee agreed that the performance measures and associated weightings continue to support the strategic priorities of Growth and Customers and therefore the 2025 plan should remain unchanged from 2024 as follows: Growth (70% of total) Service revenue (20%); adjusted EBIT (20%); adjusted free cash flow (20%); and revenue market share (10%). Customers (30% of total) Net Promoter Score 1 (20%); and churn (10%). Note: 1. The assessment of NPS utilises data collected in our local markets which is validated for quality and consistency by independent third-party agencies. Due to the potential impact on our commercial interests, annual bonus targets are considered commercially sensitive and therefore will be disclosed in the 2025 Remuneration Report following the completion of the financial year. Long-term incentive (‘GLTI’) awards for 2025 Awards for 2025 will be made in line with the arrangements described in our policy on pages 102 and 103. Vesting of the 2025 award will be subject to adjusted free cash flow (60% of total award), relative TSR (30% of total award), and ESG (10% of total award) performance. Performance will be measured over the three financial years ending 31 March 2027, and any net vested shares will be subject to an additional two-year holding period. It is anticipated that the final awards will be reviewed by the Committee at the July 2024 meeting and, subject to the Committee’s approval, will be granted shortly afterwards. Further details of the 2025 award targets are provided below and on the next page. Adjusted free cash flow (60% of total award) Details of the final three-year adjusted free cash flow target range will be disclosed in the relevant market announcement at the time of grant and published in the 2025 Directors’ Remuneration Report.

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