Annual Report on Remuneration continued 119 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Global long-term incentive (‘GLTI’) award Vesting of the 2027 award will be subject to adjusted free cash flow (90% of total award) and ESG (10% of total award) performance. Proposed targets Details of the targets for the 2027 GLTI award, including the three-year adjusted free cash flow target range and the ESG ambitions for female representation in management and net zero, will be disclosed in the relevant market announcement at the time of grant and published in the 2027 Directors’ Remuneration Report. Market value share options (‘MVSO’) award Market value share options will be granted to participants in July 2026 based on a fair value equivalent to their maximum opportunity level, described on page 105. The number of options will be determined by reference to the Black-Scholes option pricing model, and the exercise price of the award will be based on the prevailing share price at the time of the grant. The number of options granted and the associated exercise share price will be confirmed and disclosed in the 2027 Directors’ Remuneration Report. The vesting of the award will be subject to continuing employment at the Company, over the three financial years ending 31 March 2029. Full disclosure of vesting will be provided in the relevant Directors’ Remuneration Report. 2027 remuneration for the Chair and Non-Executive Directors Following this year’s review, it was agreed that the current fee for the Chair of the Board and Non- Executive Directors remain appropriate. Details of the 2027 fee levels are set out in the table below. Fees payable 2027 £’000 2026 £’000 Chair 1 700 700 Non-Executive Director (basic fee) 115 115 Senior Independent Director 35 35 Committee Chair: Audit and Risk 40 40 Committee Chair: ESG, Remuneration and Technology 35 35 Committee Membership: Audit and Risk 20 20 Committee Membership: ESG, Nominations and Governance, Remuneration and Technology 15 15 Note: 1. The Chair does not receive additional fees for committee memberships. 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.
Further remuneration information Dilution
All awards are made under plans that incorporate dilution limits as set out in the 2023 Investment Association Principles of Remuneration. We note the 2024 Investment Association principles incorporate a revised approach to these limits. In line with the AGM notice, we are proposing to reflect the Investment Association’s revised approach by updating our 2023 Global Incentive Plan rules. The current estimated dilution from subsisting executive awards is approximately 3.9% of the Company’s share capital at 31 March 2026 (3.4% at 31 March 2025), whilst from all-employee share awards it is approximately 0.3% (0.3% at 31 March 2025). This gives a total dilution of 4.2% (3.7% at 31 March 2025). Service contracts The terms and conditions of appointment of our Directors are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting (for 15 minutes prior to the meeting and during the meeting). The Executive Directors have notice periods in their service contracts of 12 months. The Non-Executive Directors’ letters of appointment do not contain provision for notice periods or for compensation if their appointments are terminated. External advisers The Committee seeks and considers advice from independent remuneration advisers where appropriate. The appointed advisers, WTW, were appointed by the Committee in 2007. The Chair of the Committee has direct access to these advisers as and when required, and the Committee determines the protocols by which these advisers interact with management in support of the Committee. The advice and recommendations of the external advisers are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each Committee member. Advisers attend Committee meetings occasionally, as and when required by the Committee. WTW is a member of the Remuneration Consultants’ Group and, as such, voluntarily operates under the Remuneration Consultants’ Group Code of Conduct in relation to executive remuneration consulting in the UK. This is based upon principles of transparency, integrity, objectivity, competence, due care, and confidentiality by executive remuneration consultants. WTW has confirmed that it adhered to that Code of Conduct throughout the year for all remuneration services provided to Vodafone and therefore the Committee is satisfied that it is independent and objective. The Remuneration Consultants’ Group Code of Conduct is available at remunerationconsultantsgroup.com .
Fees for services provided to the Committee £’000 1 Other services provided to the Company
Adviser
Appointed by
Services provided to the Committee Advice on market practice; governance; provision of market data on executive reward; reward consultancy; and performance analysis.
£132
Reward and benefits consultancy; provision of benchmark data; outsourced pension administration; and insurance consultancy services.
WTW Remuneration Committee in 2007
Note: 1. Fees are determined on a time spent basis.
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