Annual Report on Remuneration continued 113 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Alignment to shareholder interests (audited) Share ownership levels and requirements for individuals who held the position of Executive Director are set out in the table below. As shown in the chart below, Margherita increased her shareholding level during the year. The share price used for measurement purposes increased from 69.55 pence for the 31 March 2025 measurement to 108.63 pence for the 31 March 2026 measurement.
The table below sets out the conditional share awards granted to Margherita Della Valle in July 2025 and Pilar López in November 2025. Luka Mucic did not receive an award following the announcement of his resignation in May 2025 (see page 114 for further details). The number of shares granted represents the maximum vesting possible. At the time of the awards vesting, the Remuneration Committee will assess if any adjustments are required based on any windfall gains believed to have occurred.
Proportion of maximum award vesting at minimum performance
Maximum vesting level (number of shares)
Maximum vesting level (face value 2 )
Performance period end
Date for requirement to be achieved
% of requirement achieved
2026 GLTI performance share awards granted in 2025 1
Requirement as a % of salary % of salary held
Number of shares owned
Value of shareholding 1
Margherita Della Valle
7,480,848 £6,250,000
1/5th 31 Mar 2028 1/5th 31 Mar 2028
Position at 31 March 2026 Margherita Della Valle Position at 30 November 2025 Luka Mucic Pilar López
500% 400%
457% 91% 5,441,487
£5.9m Apr 2028 £0.0m Dec 2030
Pilar López
3,438,553
£3,262,500
0%
0%
0
Notes: 1. GLTI awards were granted as conditional share awards with a value equal to the percentages of salary referred to on page 102 and based on their base salary as at 31 March 2025 or at appointment. Dividend equivalents on the shares that vest are paid in cash after the vesting date. 2. For Margherita Della Valle the face value of the award was calculated based on the closing share price using three business days immediately preceding the date of grant, this was 83.6 pence (award granted in July 2025). For Pilar López the face value of the award was calculated based on the closing share price on the day immediately preceding the date of grant, this was 94.9 pence (award granted in November 2025). Outstanding awards The structure of the 2026 GLTI (vesting July 2028) is set out on the previous page. Further details of the structure of the 2025 GLTI (vesting July 2027), and relevant targets, can be found in the Annual Report on Remuneration for 2025. Employee share plans During the year the Executive Directors were eligible to participate in the Vodafone Group Sharesave Plan which is a HM Revenue & Customs (‘HMRC’) tax advantaged scheme. Options under the plan are granted at up to a 20% discount to market value. No Executive Directors currently hold options under the plan. Pensions (audited) During FY26, Margherita Della Valle accrued benefits under the defined contribution pension plan of £10,000, with the remainder of her 10% of base salary pension benefit for the year delivered as a cash allowance. Pilar López’s pension contribution of £10,000 was pro-rated for her service during the 2026 financial year. Luka Mucic received a cash allowance of 10% of base salary prorated up until his departure date. Margherita Della Valle, Pilar López, and Luka Mucic have not participated in a Vodafone-sponsored defined benefit pension plan during their employments. The Executive Directors are provided life assurance to cover death in service. In the event of ill health, an entitlement to a benefit of two-thirds of base salary, up to a maximum benefit determined by the insurer, may be provided up until state pension age. In respect of the Executive Committee members, during the year the Group has made aggregate contributions of £64,075 (2025: £60,439) into a defined contribution pension plan during the year.
400% 640% 160% 4,476,000
£4.9m
N/A
Notes: 1. The amounts shown are valued using an average closing share price over the last quarter of FY26 of 108.63 pence.
Margherita Della Valle (as at 31 March 2026) Actual holding (number of shares) Holding scenario (%of salary)
Luka Mucic (as at 31 March 2025) Actual holding (number of shares) Holding scenario (%of salary)
Goal deadline: April 2028
Goal deadline: September 2028
3.6m 14% increase
29% increase 5.4m 4.2m
548%
500%
4.1m
452%
457%
400% 377%
366%
322% 302%
234%
31/03 2026
31/03 2025
Goal
Actual 31/03 2026
Actual 31/03 2025
Illustrative 20% SP decrease
Illustrative 20% SP increase
31/03 2025
31/03 2024
Goal
Actual 31/03 2025
Actual 31/03 2024
Illustrative 20% SP decrease
Illustrative 20% SP increase
The shareholding requirements include a post-employment condition whereby the Executive Directors will need to continue to hold shares equivalent to the value of their requirement at the date of departure (or actual holding on departure if the requirement has not been reached during employment) for a further two years post-employment. As a result, Luka Mucic will be required to maintain a shareholding of at least 3,536,528 shares until 30 November 2027. The Committee has a number of processes in place to ensure this condition is met, including executives holding all of their share awards in a Company-accessible account and the Committee having the ability to lapse any unvested GLTI awards if the condition is not met. Based on membership as at 31 March 2026, collectively the Executive Committee, including the Executive Directors, owned around 18.5 million Vodafone shares at 31 March 2026, with an approximate value of £20.1 million. None of the Executive Committee members’ shareholdings amounts to more than 1% of the issued shares in that class of share, excluding treasury shares.
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