109 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
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Annual Report on Remuneration
Remuneration Committee In this section we give details of the composition of the Remuneration Committee (the ‘Committee’) and activities undertaken during the 2026 financial year. The Committee’s function is to exercise independent judgement and consists of the following independent Non-Executive Directors: Chair: Amparo Moraleda Committee members: Michel Demaré, Simon Dingemans (appointed 29 July 2025), Christine Ramon, (appointed 29 July 2025), and Delphine Ernotte Cunci (until 29 July 2025). The Committee regularly consults with Margherita Della Valle, the Group Chief Executive, and Ruth McGill, the Chief Human Resources Officer, on various matters relating to the appropriateness of awards for Executive Directors and senior executives, though they are not present when their own compensation is discussed. In addition, James Ludlow, the Group Reward and Policy Director, provides a perspective on information provided to the Committee, and requests information and analysis from external advisers as required. Maaike de Bie, the Group General Counsel and Company Secretary, advises the Committee on corporate governance guidelines and is Secretary to the Committee. Meetings The Remuneration Committee normally has five scheduled meetings per year, held either in person or via conference call. Details of the principal agenda items for these meetings for the year under review are set out below. In addition to these scheduled meetings, ad hoc meetings or conference calls can also take place when required. Meeting attendance can be found on page 80. Meeting Agenda items May 2025 – 2025 annual bonus achievement and 2026 targets/ranges.
2026 remuneration In this section we summarise the pay packages awarded to our Executive Directors for performance in FY26 versus FY25. 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 outlined on the next page. 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 July 2026 as a result of the performance through the three- year period ended 31 March 2026. 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 2026 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. Malus and clawback No malus and clawback provisions were applied to any current or previous Executive Director during the 2026 period. Details of the circumstances that would trigger the use of malus and clawback provisions, and the period during which they may be applied, are set out in our Policy on page 106. Board changes Pilar López was appointed the Group Chief Financial Officer and an Executive Director on 1 December 2025 after joining Vodafone on 1 October 2025 as the Chief Financial Officer Designate. She replaced Luka Mucic who stepped down from the position and departed Vodafone on 30 November 2025. Pilar’s base salary was set as £725,000 and her maximum opportunity level for the annual bonus and GLTI award is in line with the levels set for the Group Chief Financial Officer, outlined on page 102. Following her appointment, Pilar was granted a 2026 GLTI award and received a cash award of £170,000 to compensate her for awards foregone from her previous employer. She also received a pro-rata annual bonus details of which are included in the single figure table on the next page. The 2026 data within the single figure table reflects a full year of service for Margherita Della Valle, the Group Chief Executive, whilst for Pilar and Luka, the 2026 single figure reflects their partial year of service. For Margherita and Luka, the 2025 period reflects a full year of service.
– External market update. – 2025 Directors’ Remuneration Report. – Shareholder engagement. – Share plan grant approval.
– 2023 long-term incentive award vesting and 2026 targets/ranges.
July 2025
– 2025 AGM update. – 2026 Policy review.
November 2025 – External market update. – 2026 Policy proposal.
– Share plan update. – UK pay gap reporting.
January 2026
– 2027 short-term incentive structure. – Share plan update. – 2026 Policy consultation. – Risk assessment of incentive plans. – Remuneration arrangements across Vodafone. – Policy review.
– Chair and Non-Executive Director fee levels. – 2027 reward packages for the Executive Committee.
March 2026
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