Annual Report on Remuneration continued 114 Vodafone Group Plc Annual Report 2026
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Performance share awards The maximum numbers of shares subject to outstanding performance conditions that have been granted to Directors under the long-term incentive (‘GLTI’) plan are currently as follows.
Directors’ interests in the shares of the Company (audited) A summary of interests in shares and scheme interests of the current Executive Directors is given below. More details of the outstanding shares subject to award are set out in the table below.
Unvested with performance conditions (at target)
Unvested with performance conditions (at maximum) 24,087,498 3,438,553
2026 award Awarded: July 2025 / November 2025 Performance period ending: March 2028 Vesting date: July 2028 Share price at grant: 83.6 pence (July award) / 94.9 pence (November award)
Total number of interests in shares (at maximum) 1
2024 award Awarded: July 2023 Performance period ending: March 2026 Vesting date: July 2026 Share price at grant: 77.5 pence
2025 award Awarded: July 2024 Performance period ending: March 2027 Vesting date: July 2027 Share price at grant: 73.1 pence
At 31 March 2026
Executive Directors Margherita Della Valle
GLTI performance share awards
29,528,985 14,452,499
Margherita Della Valle
8,061,395
8,545,255
7,480,848 3,438,553
Pilar López
3,438,553
2,063,132
Pilar López
–
–
Total
32,967,538 16,515,631 27,526,051
Note: 1. The Committee will review the performance outcome of all awards to assess whether any windfall gains are present at the point of vest. Details of the performance conditions for the awards can be found on page 112 or in the Remuneration Report from the relevant year. Share options Luka Mucic stepped down as Group Chief Financial Officer and as a Director of the Company on 30 November 2025. From 1 April 2025 to 30 November 2025, Luka continued to receive his salary and benefits (car, pension, life assurance, and relocation allowance) and will receive a 2026 GSTIP award. His GSTIP payment will be pro-rated for his service during the 2026 financial year up to and including his departure date on 30 November 2025. Please see page 110 for full details of his payments in respect of the 2026 financial year. As outlined in our 2025 Directors’ Remuneration Report, Luka did not receive a 2026 GLTI award and his 2024 and 2025 GLTI awards fully lapsed when he ceased to be an employee of the Company. The Company’s treatment of these awards complies with the terms and conditions of the share plan rules. Luka will receive no further payments other than those stated above. Payments to past Directors (audited) As at 31 March 2026 no Directors held any share options. Leaving arrangements for Luka Mucic (audited) During the 2026 financial year Lord MacLaurin received benefits, including grossed up tax, in respect of security, £58,927 (2025: £56,351), and private medical insurance, £6,589 (2025: £5,923), as per his contractual arrangements. No other costs for past Directors exceeded our de minimis reporting threshold of £5,000 p.a..
Note: 1. This includes both owned shares, including interests of connected persons, and the maximum number of unvested share awards. In August 2025 the Company introduced new guidance asking the Chair and Non-Executive Directors to build up a holding equivalent to the Non-Executive Director basic fee over a five year period. Their total number of interests in shares is set out in the table below. At 31 March 2026 Total number of interests in shares Non-Executive Directors Stephen A. Carter CBE 175,033 Delphine Ernotte Cunci 88,000 Michel Demaré 100,000 Simon Dingemans 52,118 Hatem Dowidar – Deborah Kerr (ADRs) 12,000 1 Amparo Moraleda 30,000 Anne-Françoise Nesmes 2 21,278 Christine Ramon 138,055 Simon Segars 40,000 Jean-François van Boxmeer 1,360,180 Former Non-Executive Directors David Nish 3 107,018 Note: 1. One ADR is equivalent to 10 ordinary shares. 2. Appointed on 29 July 2025. 3. David Nish retired and stepped down from the Board on the 29 July 2025, following the 2025 Annual General Meeting. The share interest shown represents the number of shares held at the date David stepped down from the Board Between 31 March 2026 and 19 May 2026 there was no change to the Directors’ shareholdings other than Simon Segars who purchased 50,000 shares on 13 May 2026. Other than those who were Board members at 31 March 2026 in the tables above, members of the Group’s Executive Committee at 31 March 2026 had an aggregate beneficial interest in around 13 million ordinary shares of the Company. None of the Directors had an individual beneficial interest amounting to greater than 1% of the Company’s ordinary shares.
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