100 Vodafone Group Plc Annual Report 2025 Annual Report on Remuneration continued
Strategic report
Governance
Financials
Other information
Directors’ interests in the shares of the Company (audited) A summary of interests in shares and scheme interests of the Directors who served during the year is given below. More details of the outstanding shares subject to award are set out in the table below.
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, both executives increased their shareholding level during the year. The share price used for measurement purposes increased from 67.84 pence for the 31 March 2024 to 69.55 pence for the 31 March 2025 measurement.
Unvested with performance conditions (at target)
Unvested with performance conditions (at maximum)
Total number of interests in shares (at maximum) 1
At 31 March 2025 Executive Directors Margherita Della Valle
% of requirement achieved
Date for requirement to be achieved
25,222,623 12,615,591 21,025,985 38,689,440 18,223,681 30,372,802 13,466,817 5,608,090 9,346,817
Requirement as a % of salary
Current % of salary held
Number of shares owned
Value of shareholding 1
Luka Mucic
At 31 March 2025
Margherita Della Valle
500% 234% 47% 4,196,638 400% 377% 94% 4,120,000
£2.9m Apr 2028 £2.9m Sep 2028
Total
Luka Mucic
Note: 1. This includes both owned shares and the maximum number of unvested share awards. The total number of interests in shares includes interests of connected persons and unvested share awards. At 31 March 2025 Total number of interests in shares Non-Executive Directors Stephen A. Carter CBE 116,484 Delphine Ernotte Cunci 88,000 Michel Demaré 100,000 Simon Dingemans (appointed 1 January 2025) 50,000 Hatem Dowidar – Deborah Kerr (ADRs) 12,000 1 Amparo Moraleda 30,000 David Nish 107,018 Christine Ramon – Simon Segars 40,000 Jean-François van Boxmeer 1,306,097 Note: 1. One ADR is equivalent to 10 ordinary shares. Other than those individuals included in the tables above who were Board members at 31 March 2025, members of the Group’s Executive Committee at 31 March 2025 had an aggregate beneficial interest in 22,249,125 ordinary shares of the Company. Between the 31 March 2025 and 27 May 2025 there was no change to the Directors’ shareholdings other than Luka Mucic who purchased 356,000 shares on 20 May 2025. The total number of shares owned by Luka Mucic as at 27 May was 4,476,000 (410% salary using a price of 69.55 pence) he has a total beneficial interest of 13,822,817. None of the Directors had an individual beneficial interest amounting to greater than 1% of the Company’s ordinary shares.
Note: 1. The amounts shown are valued using an average closing share price over the last quarter of the 2025 financial year of 69.55 pence.
Margherita Della Valle (as at 31 March 2025) 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
500%
32% increase 3.2m
4.2m
4.1m
452%
400% 377%
322% 302%
280%
234%
172% 187%
31/03 2025
31/03 2024
Goal
Actual 31/03 2025
Actual 31/03 2024
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. The Committee has a number of processes in place to ensure this condition is met, including executives agreeing to these terms prior to receiving an award, executives holding the majority of their shares (and at least up to the value of their requirement) in a Company- accessible account, and the Committee having the ability to lapse any unvested GLTI awards if the condition is not met. Collectively the Executive Committee, including the Executive Directors, owned 30,565,763 Vodafone shares at 31 March 2025, with a value of over £21.3 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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