98 Vodafone Group Plc Annual Report 2025 Annual Report on Remuneration continued
Strategic report
Governance
Financials
Other information
Long-term incentive (‘GLTI’) award vesting in July 2025 (audited) Targets The performance conditions for the three-year period ending in the 2025 financial year are as follows: Adjusted FCF performance – 60% of total award (€bn) TSR outperformance – 30% of total award TSR peer group Below threshold <14.00 Below threshold Below median BT Group Royal KPN Threshold 14.00 Threshold Median Deutsche Telekom Telecom Italia Maximum 16.60 Maximum 8.50% p.a. Liberty Global Telefónica MTN Telefónica Deutschland 1 Orange Note: 1. This peer delisted from the Frankurt Stock Exchange in April 2024 after this award was granted. As a result, its respective outcome was its performance up to the delisting date and thereafter based on movements in the peer group, adjusted in line with the average TSR performance of peer companies. ESG performance – 10% of total award Purpose pillar ESG metric for 2023 GLTI Overall ambition of 2023 GLTI Baseline position for 2023 GLTI Ambition for 2023 GLTI (10% of total award) Planet Net zero 90% reduction in Scope 1 and 2 emissions by 2030 against a FY20 baseline 1
The chart below shows that our TSR performance over the three-year period ended on 31 March 2025 was below the median of the peer group resulting in no vesting under this measure. 2023 GLTI award: TSR performance Growth in the value of a hypothetical US$100 holding over the performance period, six-month averaging
148
100 120 140 160
140
115
113
95 106
100
96
117
115
102
100
98
87
40 60 80
75
72
72
69
65
03/22
09/22
03/23
09/23
03/24
09/24
03/25
Vodafone Group
Median of peer group
Outperformance of median 8.5% p.a.
ESG performance across our three metrics was as follows: – Net zero: exceeded 80% reduction in Scope 1 and 2 emissions versus the FY20 baseline as at 31 March 2025 – Female representation in management: exceeded 35% representation of women in management at 31 March 2025 – Financial inclusion connections: exceeded the ambition of 70.0m connections at 31 March 2025 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 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.
46% reduction in Scope 1 and 2 emissions versus a FY20 baseline at 31 March 2022 32% representation of women in management at 31 March 2022 54.5m financial inclusion customers at 31 March 2022
80% reduction in Scope 1 and 2 emissions versus a FY20 baseline by 21 March 2025 35% representation of women in management by 31 March 2025 70.0m financial inclusion customers by 31 March 2025
Inclusion for All
Female representation in management
40% representation of women in management by 2030 >75m financial inclusion customers by 2026
Digital Society / Inclusion for All
Financial inclusion customers
Adjusted free cash flow performance payout % of maximum
Note: 1. Our goals are to achieve Net Zero in Europe by 2028 and Africa by 2035, with an aim to achieve a 90% reduction in Scope 1 & 2 by 2030 based on FY20 baseline. This is in line with our emissions reduction pathway which has been validated by the Science Based Targets initiative (‘SBTi’). Vesting outcome The 2023 long-term incentive (‘GLTI’) awards which were granted to executives in July 2022 will vest at 42.5% of maximum in July 2025. The adjusted free cash flow for the three-year period ended on 31 March 2025 was €15.1 billion and equates to vesting under the FCF element of 54.2% of maximum.
2023 GLTI share awards subject to performance conditions vesting in July 2025 Margherita Della Valle
Relative TSR performance payout % of maximum
ESG performance payout % of maximum
Weighted performance payout % of maximum
Value of shares vesting (’000) 1
Maximum number of shares
Number of shares vesting
4,419,335
54.2% 0.0% 100.0% 42.5% 1,878,659 £1,306,607
Note: 1. The amount shown is valued using an average closing share price over the last quarter of the 2025 financial year of 69.55 pence. A review is performed by our internal audit 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 presented to the ESG Committee prior to the achievement level being reviewed by the Remuneration Committee. Details of how the plan works can be found in the Remuneration Policy.
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