Vodafone Group Plc Annual Report 2025 99
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration continued
Long-term incentive (‘GLTI’) awarded during the year (audited) The performance conditions for the 2025 long-term incentive awards granted in July 2024, subject to a three-year performance period ending 31 March 2027, are adjusted free cash flow (60% of total award), relative TSR (30% of total award) and ESG (10% of total award) performance set out in the tables below. Adjusted FCF performance (60% of total award) Adjusted FCF performance (€bn) Vesting percentage (% of FCF element)
The table below sets out the conditional share awards granted to Margherita Della Valle and Luka Mucic in July 2024. The number of shares granted for the maximum vesting level granted were based on the closing share price prior to the day of grant. 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
2025 GLTI performance share awards granted in 2024 1
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%
Margherita Della Valle
8,545,255 £6,250,000 4,675,963 £3,420,000
1/5th 31 Mar 2027 1/5th 31 Mar 2027
Luka Mucic
Notes: 1. GLTI awards were granted as conditional share awards with a value equal to the percentages of salary referred to on page 95 . Dividend equivalents on the shares that vest are paid in cash after the vesting date. 2. Face value calculated based on the closing share price on 30 July 2024 (day immediately preceding the date of the July grant) of 73.1 pence. Outstanding awards The structure of the award granted in July 2024 (vesting July 2027) is set out above. Further details of the structure of the award granted in July 2023 (vesting July 2026), and relevant targets, can be found in the Annual Report on Remuneration for 2024. All-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 the 2025 financial year, 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. Luka Mucic received a cash allowance of 10% of base salary. Margherita Della Valle and Luka Mucic have not participated in a Vodafone-sponsored defined benefit scheme during their employments. The Executive Directors are provided benefits in the event of 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 £60,439 (2024: £171,177) into defined contribution pension schemes during the year.
Vesting percentage (% of TSR element)
TSR outperformance Below median Median 7.00% p.a.
TSR peer group BT Group Orange
Deutsche Telekom Telecom Italia
Liberty Global Telefónica
MTN
ESG performance – 10% of total award Purpose pillar ESG metric for 2025 GLTI
Overall ambition
Baseline position for 2025 GLTI 66% reduction in Scope 1 and 2 emissions versus a FY20 baseline at 31 March 2024 35% representation of women in management at 31 March 2024
Ambition for 2025 GLTI 86% reduction in Scope 1 and 2 emissions versus a FY20 baseline by 31 March 2027 37% representation of women in management by 31 March 2027
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
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