96 Vodafone Group Plc Annual Report 2025 Remuneration Committee continued
Strategic report
Governance
Financials
Other information
Remuneration Committee In this section we give details of the composition of the Remuneration Committee (the ‘Committee’) and activities undertaken during the 2025 financial year. The Committee’s function is to exercise independent judgement and consists of the following independent Non-Executive Directors: Chair: Amparo Moraleda Committee members: Delphine Ernotte Cunci and Michel Demaré The Committee regularly consults with Margherita Della Valle, the Group Chief Executive, and Leanne Wood, the Chief Human Resources Officer, on various matters relating to the appropriateness of awards for Executive Directors and senior executives, though they are not present when their own compensation is discussed. In addition, James Ludlow, the Group Reward and Policy Director, provides a perspective on information provided to the Committee, and requests information and analysis from external advisers as required. Maaike de Bie, the Group General Counsel and Company Secretary, advises the Committee on corporate governance guidelines and is Secretary to the Committee. Meetings The Remuneration Committee normally has five scheduled meetings per year, held either in person or via conference call. Details of the principal agenda items for these meetings for the year under review are set out below. In addition to these scheduled meetings, ad hoc meetings or conference calls can also take place when required. Meeting attendance can be found on page 76 . Meeting Agenda items May 2024 – 2024 annual bonus achievement and 2025 targets/ranges.
Consideration of the use of discretion The Remuneration Committee reviews all incentive awards prior to payment and uses judgement to ensure that the final assessments of performance are fair and appropriate. If circumstances warrant it, the Committee may adjust the final payment or vesting. The Committee reviewed incentive outcomes at the May 2025 meeting and considered the appropriateness of outcomes in light of wider financial and business performance and the wider employee experience across the relevant measurement periods for both the short-term and long-term incentive plans. The Committee agreed the outcomes were appropriate and that no adjustments were required to either the short-term or long-term incentive outcomes this year. The 2025 period under review reflects a full year of service for Margherita Della Valle, the Group Chief Executive, and Luka Mucic, the Chief Financial Officer. Margherita’s 2024 single figure outlined below includes remuneration arrangements for her time as interim Group Chief Executive up until 27 April 2023, while Luka’s 2024 figure reflects the period of service from his appointment as Chief Financial Officer on 1 September 2023. Total remuneration for the 2025 financial year (audited) Margherita Della Valle Luka Mucic 2025 £’000 2024 £’000 2025 £’000 2024 £’000 Salary/fees 1,250 1,238 760 443 Taxable benefits 1 57 40 140 115 Annual bonus: GSTIP (see below for further detail) 1,464 1,780 890 631 Total long-term incentive: 1,668 1,213 – – GLTI awards 2,3 1,307 910 – – GLTI dividends 4 361 303 – – Pension/cash in lieu of pension 125 124 76 44 Total 4,564 4,395 1,866 1,233 Total Fixed Remuneration 1,432 1,402 976 602 Total Variable Remuneration 3,132 2,993 890 631 Notes: 1. Benefits received include: relocation (Luka Mucic £116,000), cash car allowance (£19,200 p.a. each), travel including grossed up tax (Margherita Della Valle £30,370, Luke Mucic £4,902), private healthcare, and a long service award. 2. The share prices used for the 2024 and 2025 values, as set out in note 4 below, are around the same price as the grant prices for the respective awards. As such, no amount of the value shown in the 2024 or 2025 column is attributable to share price appreciation during the performance or vesting periods. 3. The value shown in the 2024 column is the award which vested on 5 August 2024 and is valued using the execution share price on 5 August 2024 of 69.06 pence. This figure reflects the final vest price under the GLTI confirmed after the 2024 Annual Report on Remuneration was published. The value shown in the 2025 column is the award which vests on 27 July 2025 and is valued using an average closing share price over the last quarter of the 2025 financial year of 69.55 pence. 4. Under the GLTI, executives receive a cash award equivalent in value to the dividends that would have been paid during the vesting period on any shares that vest. The dividend value shown for 2025 relates to the award vesting on 27 July 2025, which will be paid at the point of vesting.
– External market update. – 2024 Directors’ Remuneration Report. – Shareholder engagement. – Share plan grant approval. – Share plan update. – UK pay gap reporting. – Chair and Non-Executive Director fee levels. – 2026 reward packages for the Executive Committee.
– 2022 long-term incentive award vesting and 2025 targets/ranges.
July 2024
– 2024 AGM update.
November 2024 – External market update.
January 2025 March 2025
– 2026 short-term incentive structure – Share plan update. – Risk assessment of incentive plans – Remuneration arrangements across Vodafone. – 2025 Directors’ Remuneration Report.
2025 remuneration In this section we summarise the pay packages awarded to our Executive Directors for performance in the 2025 financial year versus 2024. Specifically, we have provided a table that shows all remuneration that was earned by each individual during the year and computed a single total remuneration figure for the year. The value of the annual bonus (‘GSTIP’) reflects what was earned in respect of the year but will be paid out in the following year. Similarly the value of the long-term incentive (‘GLTI’) reflects the share award which will vest in July 2025 as a result of the performance through the three-year period ended 31 March 2025.
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