Vodafone Group Plc (LON:VOD) has announced that Nick Read has agreed with the Board that he will step down as Group Chief Executive and as a Director of Vodafone on 31 December 2022, following which he will be available as an adviser to the Board until 31 March 2023.
Margherita Della Valle has been appointed interim Group Chief Executive. She will accelerate the execution of the Company’s strategy to improve operational performance and deliver shareholder value. In addition to being appointed interim Group Chief Executive, Margherita Della Valle will also continue as Group Chief Financial Officer. The Board has initiated a process to find a new Group Chief Executive.
Jean-François van Boxmeer, Chairman of Vodafone, said: “On behalf of the Board, I would like to thank Nick for his commitment and significant contribution to Vodafone as Group Chief Executive and throughout his career spanning more than two decades with the Company.
During his four years as CEO, he led Vodafone through the pandemic, ensuring that our customers remained connected with their families and businesses. He has focused Vodafone in Europe and Africa as a converged connectivity provider and led the industry in Europe in unlocking value from tower infrastructure.
Margherita has recently been taking a broader operational role within the Company and the Board fully supports her as interim Group Chief Executive.”
Nick Read, Group Chief Executive said: “It has been a privilege to spend over 20 years of my career at Vodafone and I am proud of what we have delivered for customers and society across Europe and Africa. I agreed with the Board that now is the right moment to hand over to a new leader who can build on Vodafone’s strengths and capture the significant opportunities ahead”.
Supplementary information relating to the remuneration arrangements for Nick Read and Margherita Della Valle appears below.
Interim Group Chief Executive Remuneration
Margherita Della Valle’s remuneration as Interim Group Chief Executive and Group Chief Financial Officer will be as follows:
· Base salary – £1,081,500 per annum, aligned with Nick Read’s current base salary.
· Bonus – Maximum of 200% of base. No change from her current position.
· LTIP – Maximum of 500% of base, in line with Nick’s current award level. Margherita will also receive a top up GLTI award in February 2023 to reflect the change in her status.
· Pension – 10% of base as an allowance. No change from her current position.
· Car allowance – £19,200, no change to her current position.
All remuneration arrangements are consistent with the terms of the Directors’ Remuneration Policy approved by shareholders at the AGM in July 2020. Further detail will be set out in the 2023 Directors’ Remuneration Report.
Remuneration arrangements relating to Nick Read
The following information is provided in accordance with section 430(2B) of the Companies Act 2006:
Salary and benefits
Nick Read will receive his salary and benefits during the remainder of his employment (to 31 March 2023) and thereafter will receive an amount in lieu of his salary, and continued participation in the Vodafone Group Private Medical Plan, during the remainder of his twelve-month notice period. Payments will be made in monthly instalments, subject to any mitigation in accordance with the service contract, until 5 December 2023, when his notice period would otherwise have ended.
Annual Bonus (“GSTIP”)
Nick Read will remain eligible for a bonus in respect of the 2023 financial year, subject to satisfaction of performance conditions. Any bonus payable in respect of the 2023 financial year will be paid in June 2023 or otherwise at the same time as payment of the award to the directors of Vodafone.
Global Long Term Incentive (“GLTI”)
Nick Read’s outstanding 2021, 2022 & 2023 GLTI awards (as disclosed under previous RNS announcements by Vodafone and in its latest Remuneration Report) will, subject to pro-rating for time and to satisfaction of the applicable performance targets, vest on their normal vesting dates in accordance with Vodafone’s shareholder approved remuneration policy. Nick Read will also receive a cash payment equivalent in value to the dividends that would have been paid during the vesting period on any shares that vest.
Nick Read has 30,790 outstanding options held under the all-employee Sharesave plan, 8,438 of which became exercisable on 1 September 2022 and may be exercised on or before 1 March 2023.
Nick Read will receive a contribution of up to £7,000 (excluding VAT) towards legal fees incurred in connection with his departure and be entitled to outplacement support up to £50,000 (excluding VAT) paid directly to the supplier.
The details set out above are in accordance with the terms of the Directors’ Remuneration Policy, approved by shareholders at the 2020 Annual General Meeting on 28 July 2020.
Remuneration details relating to Nick Read, including the information on the vesting of any outstanding awards detailed above and any payments relating to dividends in respect of them, will be included in the 2023 Directors’ Remuneration Report.
In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on Vodafone’s website until Vodafone’s 2023 Annual Report is made available.