Annual Report on Remuneration continued 112 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Long-term incentive (‘GLTI’) award vesting in July 2028 (audited) The performance conditions for the 2026 long-term incentive awards granted in July 2025, subject to a three-year performance period ending 31 March 2028, are adjusted free cash flow (60% of total award), relative TSR (30% of total award) and ESG (10% of total award), performance conditions set out in the tables below. Adjusted FCF performance (60% of total award) Adjusted FCF performance (€bn)
2024 GLTI award: TSR performance Growth in the value of hypothetical US$100 holding over the performance period, six-month averaging.
211
115 135 155 175 195 215
185
Vesting percentage (% of FCF element)
178 150
151
Below threshold Threshold Maximum TSR performance (30% of total award) Below threshold Threshold Maximum
<7.5 7.5 9.5
0% 20% 100% 0% 20% 100%
161
131
118
114
134
119
100
111
111
113
55 75 95
95
95
92
Vesting percentage (% of TSR element)
87
TSR outperformance Below median Median 7.00% p.a.
03/23
09/23
03/24
09/24
03/25
09/25
03/26
Median of peer group
Outperformance of median 8.5% p.a.
Vodafone Group
TSR peer group BT Group Orange
ESG performance across our three metrics was as follows: – Net Zero: achieved 84% reduction in Scope 1 and 2 emissions versus the FY20 baseline as at 31 March 2026 – Female representation in management: achieved 36% representation of women in management as at 31 March 2026 – Financial inclusion connections: achieved the ambition of 70.0m connections at 31 March 2026 and our overall ambition of >75m financial inclusion customers by 2026 The Committee reviewed the above performance and determined vesting under the ESG element of 100.0% of maximum. This reflected full vesting achievement under all ESG metrics where strong progress against the stretching ambitions were made. The vesting outcome when applied to the number of shares granted is set out in the table below.
Deutsche Telekom Telecom Italia
Telefónica
MTN
ESG performance – 10% of total award Mission pillar ESG metric for 2026 GLTI
Overall ambition
Baseline position for 2026 GLTI 83.7% reduction in Scope 1 and 2 emissions versus a FY20 baseline at 31 March 2025 37.0% representation of women in management at 31 March 2025
Ambition for 2026 GLTI
86.5% reduction in Scope 1 and 2 emissions versus a FY20 baseline by 31 March 2028 38.0% representation of women in management by 31 March 2028
Protecting our Planet
Net zero
90% reduction in Scope 1 and 2 emissions by 2030 against a FY20 baseline 40% representation of women in management by 2030
Empowering People
Female representation in management
Adjusted free cash flow performance payout % of maximum
2024 GLTI share awards subject to performance conditions vesting in July 2026 1 Margherita Della Valle
Relative TSR performance payout % of maximum
ESG performance payout % of maximum
Weighted performance payout % of maximum
Value of shares vesting (’000) 2
Maximum number of shares
Number of shares vesting
8,061,395
100%
0% 100.0% 70.0% 5,642,976 £6,129,965
Notes: 1. Luka Mucic’s 2024 award lapsed in full on 30 November 2025 following his resignation from the Company. 2. The amount shown is valued using an average closing share price over the last quarter of the 2026 financial year of 108.63 pence. A review is performed by our internal Risk and Assurance team over the adjusted free cash flow calculation to assist with the Committee’s assessment of performance. The performance assessment in respect of the TSR measure is undertaken by WTW. ESG performance is shared with the ESG Committee prior to the Remuneration Committee. Details of how the plan works can be found in the 2023 Remuneration Policy which can be found in the 2023 Annual Report on Remuneration.
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