Vodafone 2014 Annual Report Download - page 81

Long-term incentive (‘GLTI’) award vesting in June 2014 (audited)
The 2012 long-term incentive (‘GLTI’) awards which were made in June 2011 will partially vest in June 2014. The performance conditions for the
three year period ending in the 2014 nancial year are as follows:
TSR outperformance
Adjusted free cash ow measure £bn
0%
(Up to median)
4.5%
(65th percentile equivalent)
9%
(80th percentile equivalent)
Below threshold <16.7 0% 0% 0%
Threshold 16.7 50% 75% 100%
Target 19.2 100% 150% 200%
Maximum 21.7 200% 300% 400%
TSR peer group
BT Group Telecom Italia
Deutsche Telekom Telefónica
Orange
Emerging market composite (consists of the average
TSRperformance of Bharti, MTN and Turkcell)
Adjusted free cash ow for the three-year period ended on 31 March
2014 was £17.9 billion which compares with a threshold of £16.7 billion
and atarget of £19.2 billion.
The chart to the right shows that our TSR performance against our peer
group for the same period resulted in an outperformance of the median
by 22.3% a year.
Using the combined payout matrix above, this performance resulted
in a payout of 148.8% of target (37.2% of the maximum).
The combined vesting percentages are applied to the target number
of shares granted as shown below.
2012 GLTI award TSR performance (growth in the value of
a hypothetical US$100 holding over the performance period,
six month averaging)
180
160
120
140
100
80
60 03/11 09/11 03/12 09/12 03/13 09/13 03/14
Vodafone Group Median of peer group Outperformance of median of 9% p.a.
100
103
101
99 96
107
87
114
92
80
111
100
83
129
100
79
165
115
88
2012 GLTI performance share awards vesting in June 2014
Maximum
number
of shares
Target
number
of shares
Adjusted free cash
ow performance
payout
% of target TSR multiplier
Overall vesting
% of target1
Number of
shares vesting
Value of
shares vesting
(‘000)2
Vittorio Colao 6,461,396 1,615,349 74.4% 2 times 148.8% 2,403,638 £5,630
Andy Halford 2,643,290 660,822 74.4% 2 times 136.4% 901, 361 £2,111
Stephen Pusey 2,162,990 540,747 74.4% 2 times 148.8% 804,632 £1,885
Notes:
1 Andy Halford retired on 31 March 2014. His award has been prorated for the 33 months he served during the 36 month vesting period.
2 Valued using an average of the closing share prices over the last quarter of the 2014 nancial year of 234.23 pence.
These shares will vest on 28 June 2014. The adjusted free cash ow performance is audited by Deloitte and approved by the Remuneration
Committee. The performance assessment in respect of the TSR outperformance of the peer group median is undertaken by Towers Watson.
Dividend equivalents will also be paid in cash after the vesting date as shown on page 78. Details of how the plan works can be found
on pages72to 74.
Long-term incentive (‘GLTI’) awarded during the year (audited)
The 2014 long-term incentive awards made in July 2013 under the Global Long-Term Incentive Plan (‘GLTI’) were made in line with the 2014 policy
as disclosed in our 2013 remuneration report. The performance conditions are a combination of adjusted free cash ow and TSR performance
as follows:
TSR outperformance
Adjusted free cash ow measure £bn
0%
(Up to median)
4.5%
(65th percentile equivalent)
9%
(80th percentile equivalent)
Below threshold <12.4 0% 0% 0%
Threshold 12.4 50% 75% 100%
Target 14.4 100% 150% 200%
Maximum 16.4 150% 225% 300%
TSR peer group
AT&T Orange
BT Group Telecom Italia
Deutsche Telekom Telefónica
Emerging market composite (consists of the average
TSRperformance of Bharti, MTN and Turkcell)
The combined vesting percentages are applied to the target number of shares granted.
In order to participate fully in this award, executives had to co-invest personal shares worth 100% of salary. The resulting awards to executive
directors were as follows:
2014 GLTI performance share awards made in July 2013
Number of shares awarded Face value of shares awarded1Proportion of
maximum award
vesting at minimum
performance
Performance
period end
Target
vesting level
(1/3rd of max)
Maximum
vesting level
Target
vesting level
Maximum
vestinglevel
Vittorio Colao 1,395,123 4,185,370 £2,636,249 £7,908,748 1/6th 31 Mar 2016
Andy Halford 772,981 2,318,945 £1,469,998 £4,409,998 1/6th 31 Mar 2016
Stephen Pusey 634,948 1,904,846 £1,207,497 £3,622,495 1/6th 31 Mar 2016
Note:
1 Face value calculated based on the share prices at the dates of grant of 180.2 pence and 202.5 pence
Dividend equivalents on the shares that vest are paid in cash after the vesting date.
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