104 Vodafone Group Plc Annual Report 2025 Annual Report on Remuneration continued
Strategic report
Governance
Financials
Other information
Financial year remuneration for Chief Executive
2026 annual bonus (‘GSTIP’) Following its annual review of the GSTIP structure, the Committee agreed that the performance measures and associated weightings continue to support strategic priorities and therefore the 2026 plan should remain unchanged from 2025 as follows: Growth (70% of total) Service revenue (20%); adjusted EBIT (20%); adjusted free cash flow (20%); and revenue market share (10%). Customers (30% of total) Net promoter score 1 (20%); and churn (10%). Note: 1. The assessment of NPS utilises data collected in our local markets which is validated for quality and consistency by independent third-party agencies. Due to the potential impact on our commercial interests, annual bonus targets are considered commercially sensitive and therefore will be disclosed in the 2026 Remuneration Report following the completion of the financial year. Long-term incentive (‘GLTI’) awards for 2026 Awards for 2026 will be made in line with the arrangements described in our policy on pages 109 and 110 . Vesting of the 2025 award will be subject to adjusted free cash flow (60% of total award), relative TSR (30% of total award), and ESG (10% of total award) performance. Performance will be measured over the three financial years ending 31 March 2028, and any net vested shares will be subject to an additional two-year holding period. It is anticipated that the final awards will be reviewed by the Committee at the July 2025 meeting and, subject to the Committee’s approval, will be granted shortly afterwards. Further details of the 2026 award targets are provided below. Adjusted free cash flow (60% of total award) Details of the final three-year adjusted free cash flow target range will be disclosed in the relevant market announcement at the time of grant and published in the 2026 Directors’ Remuneration Report. Relative TSR (30% of total award) Following the annual review of the performance measures, which included a review of analysis provided by the Committee’s external advisers, the Committee determined that the TSR outperformance range for the 2026 award should be set at 7.0% p.a. at maximum. The Committee reviewed the TSR peer group and agreed to remove Telecom Italia on the basis that is no longer a relevant market for Vodafone following the sale of our Italian business. Further details on the TSR outperformance range and peer group for the 2026 award are set out in the tables below. Relative TSR (30% of total award) TSR outperformance Vesting (% of relative TSR element) Below threshold Below median 0.0% Threshold Median 20.0% Maximum 7.0% p.a. 100.0% TSR peer group BT Group Orange MTN Telefónica Deutsche Telekom Liberty Global
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
LTI average 42% Annual bonus average 58%
Single figure of total remuneration £’000 Annual bonus (actual award versus max opportunity) Long-term incentive (vesting versus max opportunity)
2,740 1 /1,619 2 3,529 3,551 4,173
3,507 3 /887 4 4,395 5 4,564
5,224 6,332 7,389
58% 47% 64% 44% 52% 62% 69% 56% 71% 59%
23% 44% 67% 40% 50% 22% 26% 53% 49% 43%
Notes: 1. Reflects the single figure in respect of Vittorio Colao for the period of 1 April 2018 to 30 September 2018. 2. Reflects the single figure in respect of Nick Read for the period of 1 October 2018 to 31 March 2019. 3. Reflects the single figure in respect of Nick Read for the period of 1 April 2022 to 31 December 2022. 4. Reflects the single figure in respect of Margherita Della Valle for the period of 1 January 2023 to 31 March 2023. 5. The single figure for 2024 has been updated to reflect the final vest price under the GLTI confirmed after the 2024 Annual Report on Remuneration was published. 2026 remuneration Remuneration arrangements Details of how key elements of the Remuneration Policy will be implemented for the 2026 financial year are set out below. 2026 base salaries As part of this year’s review, conducted in March 2025, the Committee reviewed executive remuneration arrangements against its comparator group of FTSE 30 companies (excluding financial services) and industry peers. Following the review the Committee agreed that effective 1 July 2025 the salary for Margherita will increase by 3.5% to keep it well positioned against the market. The level of increase is in line with the budget applicable for the wider UK workforce in Vodafone. It was agreed that the base salary of Luka Mucic will remain unchanged. As a result, the salaries for the Executive Directors are as follows: – Group Chief Executive (Margherita Della Valle): £1,293,750 (3.5% increase) – Group Chief Financial Officer (Luka Mucic): £760,000 (no change)
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