140 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 141 REMUNERATION REPORT CONTINUED G O VE R NAN Outstanding interests under share plans External directorships C The following tables provide details of the Executive Directors’ interests in outstanding share awards. With specific approval of the Board, Executive Directors may undertake external appointments as a non‑executive director of other E publicly quoted companies and retain any related fees paid to them. During the year, the Executive Directors retained fees for the Share price Share S h a r e directorships set out below. At At used for option price at Holding 1 January Awarded Vested Exercised Lapsed 31 December award price exercise Vesting period Notes 2023 in year in year in year in year 2023 (pence) (pence) (pence) date ends 2023 Carolyn McCall Company £000 LTIP Carolyn McCall Bridgepoint Group plc 107 28 March 28 March Chris Kennedy Whitbread plc 87 28 March 2018 1 144,989 ––144,989 – – 145.25 – 80.83 2021 2023 28 March 28 March 28 March 2019 1 692,937 ––––692,937 126.37 ––2022 2024 6 April 6 April The Board and Committee are satisfied that these commitments do not compromise their duties as Executive Directors of ITV plc. 6 April 2020 1 3,575,495 – 1,393,013 – 2,182,482 1,393,013 69.91 ––2023 2025 Service contracts ESP The Directors’ service contracts and letters of appointment are available for inspection at the Company’s registered office. 13 May 13 May 13 May 2021 2 1,013,062 ––––1,013,062 123.37 ––2024 2026 Executive Directors: Executive Directors have rolling service contracts that provide for 12 months’ notice on either side. There are no special 28 March 28 March provisions that apply in the event of a change of control. 28 March 2022 2 1,338,577 ––––1,338,577 96.17 ––2025 2027 28 March 28 March 28 March 2023 2–1,643,105 –––1,643,105 81.48––2026 2028 Notice period Notice period Compensation for Date of appointment Nature of contract from Company from Director early termination DSA3 Carolyn McCall 8 January 2018 Rolling 12 months 12 months None 6 April Chris Kennedy 21 February 2019 Rolling 12 months 12 months None 6 April 2020 4 692,767 – 692,767 692,767 – – 69.91 – 80.82 2023 28 March 28 March 2022 567,177 ––––567,177 96.17 ––2025 28 March Non‑executive Directors: Each Non‑executive Director, including the Chair, has a letter of appointment with the Company. Non‑executive 28 March 2023 5– 584,666 –––584,666 81.48––2026 Directors will serve for an initial term of three years, subject to election and then annual re‑election by shareholders, unless otherwise terminated earlier by and at the discretion of either party upon one month’s written notice (12 months for the current Chair). After the initial Chris Kennedy three year term, reappointment is on an annual basis. LTIP 28 March 28 March All Non‑executive Directors are subject to re‑election at the AGM in 2024. Details of appointment and tenure are set out in the table on page 77 28 March 2019 1 420,928 ––––420,928 126.37 ––2022 2024 to 78. 6 April 6 April 6 April 2020 1 2,171,954 – 846,194 – 1,325,760 846,194 69.91 ––2023 2025 Committee membership and advisers ESP The Directors who were members of the Committee when matters relating to the Executive Directors’ remuneration for the year were considered are set out on page 119. 13 May 13 May 13 May 2021 2 615,390 ––––615,390 123.37 ––2024 2026 28 March 28 March The Committee obtains advice from various sources in order to ensure it makes informed decisions. The Executive Directors are invited to 28 March 2022 2 813,126 ––––813,126 96.17 ––2025 2027 attend Committee meetings as appropriate. No individual is involved in decisions relating to their own remuneration. 28 March 28 March 28 March 2023 2–998,114 –––998,114 81.48––2026 2028 The Chief People Officer is the main internal adviser and provides updates on remuneration, employee relations and human resource issues. DSA3 Deloitte LLP was appointed by the Committee as the independent adviser on remuneration policy and the external remuneration environment 6 April with effect from September 2017 following a review of other advisers in the market place. Total fees for advice provided to the Committee 6 April 2020 4 389,111 – 389,111 389,111 – – 69.91 – 80.82 2023 28 March during the year amounted to £88,400 on a time/material basis (exclusive of VAT and expenses). Deloitte are members of the Remuneration 28 March 2022 367,120 ––––367,120 96.17 ––2025 Consultants Group and abide by its Code of Conduct in relation to remuneration consulting in the UK. 28 March 28 March 2023 5–383,421 –––383,421 81.48––2026 The Committee regularly reviews the quality and objectivity of the advice it receives from Deloitte in private sessions and this is challenged as a part of the Board evaluation process. It is satisfied that the advice it has received has been objective and independent, and that any SAYE conflicts have been appropriately managed. The Committee is satisfied that the Deloitte LLP engagement partner and advisory team that 1 June provide remuneration advice to the Committee, do not have any connections with the Company or individual directors that may impair 7 April 2020 6 24,426 –––24,426 – 92.11 73.69 – 2023 their independence. 1 November 13 September 2023 6–32,907 ––– 32,907 70.46 56.37 – 2026 The wider UK Deloitte firm provided ITV with a number of other services during the year relating to risk and internal audit (until April 2022), 1. Awards under the LTIP are subject to performance over a three year period. Any proportion of the award that meets the performance conditions will become exercisable after a two tax, financial advice and consultancy. The members of the executive remuneration consulting team are not incentivised to cross‑sell year holding period. 2. Awards under the ESP vest after three years subject to a financial underpin condition being met. The award will then become exercisable after a two year holding period. The face non‑related services to ITV. value of awards granted in the financial year to Carolyn McCall under the ESP was £1,338,801 and to Chris Kennedy was £813,262. 3. There were no DSA awards made in 2021 for 2020 performance. Relative importance of spend on pay 4. For awards released during the year, sufficient shares were sold to cover income tax and national insurance liabilities, with the balance of shares retained by the Executive Director. The shares are included in the balance of unconditional shares in the table on page 139. The table below shows pay for all employees compared with other key financial indicators. 5. Awards under the DSA were granted as nil cost options and become exercisable after three years subject to continued employment. The face value of awards granted in the financial year to Carolyn McCall was £476,385 and to Chris Kennedy was £312,411. Awards were granted based on the average share price on the three trading days preceding the award. 2023 2022 6. Share options under the SAYE were granted at a 20% discount of the ITV share price at the time of grant. £m £m % Change Employee pay1 693 631 10 Ordinary dividend 201 201 – Employee headcount2 6,869 6,677 3 1. Employee pay is the total remuneration paid to all employees across ITV on a fulltime equivalent basis. More detail is set out in note 2.1 to the financial statements. 2. Employee headcount is the monthly average number of employees across ITV on a fulltime equivalent basis. More detail is set out in note 2.1 to the financial statements. This number is included to contextualise the employee pay figure. There were no share buybacks during either year.