120 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 121 REMUNERATION REPORT CONTINUED G O VE R NAN C OVERVIEW OF REMUNERATION POLICY 2023 OVERVIEW OF REMUNERATION POLICY 2024 E WHAT DID EXECUTIVE DIRECTORS EARN DURING 2023? HOW WILL EXECUTIVES BE PAID IN 2024? SINGLE FIGURE REMUNERATION AT A GLANCE FIXED PAY Carolyn McCall Total £2,881,440 Chief Executive salary: Group CFO & COO salary: Salary increase of 3%. Benefits package Retirement benefits of Chris Kennedy Total £1,930,437 Increases for employees remains unchanged – 9% to align with the £1,040,729 £744,587 range from 3% to 6%. includes private medical workforce pension Salary Benefits Pension Bonus Share awards insurance and car‑related contributions. benefit. PERFORMANCE AGAINST ANNUAL BONUS TARGETS RESTRICTED SHARES – 2021 ESP ANNUAL BONUS % of maximum Restricted Shares granted in Detail on vesting is set out 2021 are due to vest in May 2024 in the report. EBITA (60% total) 2024 bonus metrics – measure and support execution of the strategy Cash (10% total) Cash element 2/3 total bonus Adjusted EBITA: Profitability of 50% underlying business ESG (10% total) BONUS OUTCOME Expand Studios globally Carolyn McCall Chris Kennedy Deferral into shares for three years 1/3 total bonus Cost savings: Rebasing the cost Individual/ strategic (20% total) 10% base of the organisation 0% 50% 100% 56.41% 56.41% Cash element Deferred shares Both bonus Optimise Broadcast Cash conversion: Effective cash Actual Maximum of maximum of maximum Chief Executive: up Chief Executive: up elements subject 10% generation to 120% of salary; to 60% of salary; to malus and Group CFO & COO: Group CFO & COO: clawback up to 110% of salary up to 55% of salary 10% ESG scorecard PERCENTAGE OF TOTAL OPPORTUNITY ALIGNMENT WITH SHAREHOLDERS Supercharge Streaming Chief Executive Group CFO & COO Share ownership 20% Individual strategic: Shareholding is a means by which the interests of the Executive Directors Deliver strategic priorities 100% 100% are aligned with those of shareholders. As at 31 December 2023 both directors had holdings in ITV that exceeded their respective shareholding 51% 51% policy requirements – 400% of salary for Carolyn McCall and 225% of salary 30% 27% 28% 29% for Chris Kennedy. RESTRICTED SHARES 37.42 62.58 % Successful execution of strategy ultimately reflected in the share price 43% 43% Carolyn McCall 537 56% 56% Released after five years Simple structure – aligns with strategy and shareholders (400% of salary) over the long term 22.33 77.67 Annual grant: Chief Executive: up to 132.5% of salary; Group CFO & COO: Total received of Total received of Chris Kennedy 372 up to 112.5% of salary – 50% discount to legacy LTIP award level Retains key talent – aligned to global talent market and peer practices maximum opportunity 67% maximum opportunity 68% Release of shares subject to performance underpin: assessed after year (225% of salary) three – ability for Remuneration Committee to scale back awards if the underpins are not met Rewards strategic investment – delivery of long-term sustainable performance, Fixed Annual Bonus (% of max) ESP (% of grant value vesting) Shares held beneficially Unvested restricted share awards not subject to Awards subject to malus and clawback rather than short-term gain performance conditions, accounted for on a net of tax basis Reflective of dynamic and cyclical nature of sector and viewer behaviours, where business needs to remain agile and adapt Focus on long-term stewardship of the brand WIDER WORKFORCE IN 2023 SALARY ALL EMPLOYEE BONUS ‘THANK YOU’ PAYMENT PENSION BROAD BENEFITS PROGRAMME SHAREHOLDING GUIDELINES up to up to Guidelines apply in post, and extend beyond tenure In‑post guideline – Chief Executive: 400% of salary and Group CFO & COO: 225% of salary See page 129 £764 £636 Applies for two years following departure – Chief Executive: 265% of salary and Group 6% 9% CFO & COO: 225% of salary 38.2% of the maximum Total combined payment of increase opportunity of £2,000 company contribution £1,400 made to eligible employees WIDER WORKFORCE IN 2024 SALARY ALL EMPLOYEE BONUS PENSION BROAD BENEFITS OPPORTUNITY PROGRAMME up to up to up to See page 129 6% £2,000 9% increase company contribution