Vodafone Group Plc Annual Report 2025 101
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration continued
2025 remuneration for the Chair and Non-Executive Directors (audited) Salary/fees Benefits 1
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.
Total
2025 £’000 650 190 115 115 115 29 185 150
2024 £’000 650 157 115 115 115
2025 £’000
2024 £’000
2025 £’000 681 208
2024 £’000 689 177
2023 award Awarded: July 2022/February 2023 Performance period ending: March 2025 Vesting date: July 2025 Share price at grant: 122.4 pence
2024 award Awarded: July 2023/November 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
Chair Jean-François van Boxmeer Senior Independent Director David Nish Non-Executive Directors Stephen A. Carter CBE Delphine Ernotte Cunci
31 18
39 20
GLTI performance share awards
Margherita Della Valle
4,419,335
8,061,395 4,670,854
8,545,255 4,675,963
Luka Mucic
–
4 5 5 – 4
3 5 – 0
119 118
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 99 or in the Remuneration Report from the relevant year. Share options As at 31 March 2025 no Directors held any share options. Loss of office payments (audited) Other than amounts already disclosed in prior year reports, no loss of office payments were made during the year. Payments to past Directors (audited) During the 2025 financial year Lord MacLaurin received benefits, including grossed up tax, in respect of security, £56,351 (2024: £47,842), and private medical insurance, £5,923 (2024: £5,094, which is the corrected figure for that year), as per his contractual arrangements. No other costs for past Directors exceeded our de minimis reporting threshold of £5,000 p.a..
120 120 29
120 125
Michel Demaré Hatem Dowidar Deborah Kerr Amparo Moraleda Christine Ramon Simon Segars
10
Simon Dingemans (appointed 1 January 2025)
– –
– 0
– 2
4
115 115 115 115 157 137 1,779 1,676
10 11 15
17 11 15
125 132 196 168 130 130 255 261 3
105 208
124 3
Total
244 3 1,987 1,920 3
Notes: 1. This includes certain travel and accommodation expenses in relation to attending Board meetings which are treated as a taxable benefit. Values include these travel expenses and the corresponding grossed up tax settled by the Company. 2. As part of the strategic relationship agreement with e&, Hatem Dowidar, the Group Chief Executive Officer of e&, was appointed as a Non-Executive Director effective 19 February 2024. As per the terms of the agreement, Hatem does not receive a fee for this role. 3. These figures are restated on account of a change to Simon Segars’ applicable tax treatment for the benefits provided. Pay in the wider context Remuneration arrangements As part of its review of executive remuneration arrangements, the Committee takes account of the pay policies in place across the wider business. This includes considering the structure of remuneration offerings at each level of the business to ensure there is a strong rationale for how packages evolve across the different levels of the organisation. During the year the Committee reviewed the remuneration structure across the business, which included how our arrangements aligned with our strategy, supported our purpose, and celebrated the Spirit of Vodafone. The update also set out the results of the latest annual fair pay review, including where the key focus areas were and what actions had been agreed locally to implement any required adjustments. Fair pay at Vodafone In addition to being a core principle of the Committee, there is a clear culture in our business of ensuring we offer competitive and fair pay to all our people. Our approach across our business is guided by six principles which can be found on our fair pay website through the link below and includes a commitment to gender pay parity. Our commitment to these principles is reflected by the fact that the UK-based Living Wage Foundation has certified us as an Accredited Living Wage employer. Click to learn more about our fair pay principles: vodafone.com/fair-pay
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