Vodafone Group Plc Annual Report 2025 95
Strategic report
Governance
Financials
Other information
Remuneration Committee continued
Arrangements for 2026 Board changes
Looking ahead Over the course of the next 12 months the Committee will be reviewing the current Remuneration Policy ahead of its submission for approval at the 2026 AGM in line with regulatory requirements and I look forward to engaging with our shareholders, ahead of this. The Committee will ensure sufficient time is allocated to consultation prior to the policy being finalised for approval. The rest of this report sets out both our 2025 Annual Report on Remuneration, which includes the decisions and outcomes summarised in this letter in further detail, and our Policy Report, as approved at the 2023 AGM. Amparo Moraleda On behalf of the Remuneration Committee 3 June 2025
Remuneration at a glance Component
2025 (year ending 31 March 2025)
As announced on 7 May 2025, Luka Mucic, the Group Chief Financial Officer, will be stepping down from the Board no later than early 2026. As a result, Luka will not receive a 2026 GLTI award and all outstanding GLTI awards held by Luka will lapse when he leaves the Group. He will however receive an annual bonus in respect of the 2025 financial year in the normal way. Full details of the leaving arrangements for Luka will be provided in the 2026 Annual Report on Remuneration. Base salary Following the 2025 salary review, the Committee agreed the following decisions for the Executive Directors: – Group Chief Executive (Margherita Della Valle): £1,293,750 (3.5% increase) – Group Chief Financial Officer (Luka Mucic): £760,000 (no change) Annual bonus (‘GSTIP’) During the year the Committee determined that measures and weighting under the 2026 annual bonus will remain the same as the 2025 plan given they continue to support our Company strategy. The measures under the annual bonus plan are as follows: – Growth (70%) : service revenue (20%), adjusted EBIT (20%), adjusted free cash flow (20%) and revenue market share (10%). – Customers (30%) : net promoter score (20%) and churn (10%). Read more on page 104 Global long-term incentive (‘GLTI’) The Committee determined that the GLTI will remain unchanged for 2026. The measures under the long-term incentive will continue to be weighted at 60% adjusted FCF, 30% relative Total Shareholder Return (‘TSR’) and 10% ESG. Read more on pages 104 to 105
Fixed pay Base salary
Effective 1 July 2024: Group Chief Executive: £1,250,000. Group Chief Financial Officer: £760,000. Travel-related benefits and private medical cover. Pension contribution of 10% of salary.
Benefits Pension
Annual bonus GSTIP
Opportunity (% of salary): Target: 100%/Maximum: 200% Measures: Service revenue (20%), adjusted EBIT (20%), adjusted FCF (20%), RMS (10%), NPS (20%) and churn (10%).
Long-term incentive GLTI
Opportunity (% of salary – maximum): Chief Executive: 500%/Other Executive Directors: 450% Measures: Adjusted FCF (60%), relative TSR (30%), and ESG (10%). Performance/holding periods: Three-year performance + two-year holding period.
Executive Directors’ 2025 pay outcomes £’000
£0
£1,000
£2,000 1,464
£3,000
£4,000
£5,000
CEO CFO
1,432
1,668
4,564
976
890
1,866
Notes: 1. Fixed remuneration consists of salary, taxable benefits, and pension/cash in lieu of pension. 2. Further information on the total remuneration of Executive Directors for the 2025 Financial Year can be found on page 96 . Fixed Remuneration Annual Bonus: GSTIP Long-term Incentive
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