3 Implementation of Remuneration Policy for 2022 Subject to shareowner approval at the AGM, a new Directors’ Remuneration Policy will apply from the date of the AGM. The full Policy is set out on pages 71 to 80. For the year ending 31 December 2022, the Nomination and Remuneration Committee will implement the Policy as follows. Basic salary Salaries for the Executive Directors continue to be set at levels which are lower than the rates payable for equivalent roles at similarly-sized companies. This approach will continue to apply for 2022. The Committee has agreed to increase the basic salary for Sir Martin Sorrell from £100,000 to £250,000 with effect from 1 January 2022. The new salary is now more aligned with the salaries for the other Executive Directors and reflects the growth and increased complexity of the business, while remaining well below the market rate for leaders of companies of a similar size and complexity to S4Capital. Mary Basterfield, who joined the Board as CFO on 3 January 2022, has been appointed on a salary of £370,000. The Committee has agreed that there will be no salary increases for the other Executive Directors for FY22. Pension and benefits Sir Martin Sorrell will continue to receive a pension at a level of 30% of basic salary, and Scott Spirit will receive a pension at a level of 10% of basic salary. After 31 December 2022, and in line with the new Directors’ Remuneration Policy, these pensions will reduce to 4% of basic salary, thus aligning with the UK workforce rate. The same rate applies to Mary Basterfield. Wesley ter Haar and Victor Knaap will continue to receive Dutch age-related pension contributions for 2022. Pete Kim and Christopher Martin will continue to receive pension contributions via a US 401(k) plan. Benefits provided will be similar to those provided in 2021. Annual bonus The Committee has decided that the annual bonus scheme for 2022 will operate in a broadly similar manner to that in place for 2021. 70% of the bonus scheme will again be payable by reference to performance measured against financial metrics, namely gross profit growth and EBITDA margin. The remaining 30% will be payable by reference to key non-financial objectives, including ESG performance, diversity, equity and inclusion and measures linked to the ongoing integration of the various businesses within S4Capital. Full details of the metrics and targets will be disclosed in next year’s Remuneration Report. The maximum bonus opportunity for 2022 will be 100% of basic salary for all Executive Directors, the same rate as applied in 2021. The bonus scheme includes the discretion to adjust formulaic outcomes and recovery and withholding provisions, as summarised in the Directors’ Remuneration Policy. Share incentives In line with the terms of her appointment, as summarised on pages 67 to 68, Mary Basterfield will receive an award of shares with a face value at grant of £500,000 (being c. 135% of base salary). This award will be subject to the satisfaction of performance targets based on gross profit and EBITDA margin over the financial year ending 31 December 2022. To the extent that the performance targets are satisfied, the award will vest in 2026, four years after grant. The award will be split equally between a nil cost option and a market-priced option. At the time of writing, the Committee does not have any plans to grant new share incentive awards to any other Executive Director during 2022. However, the Committee will keep this matter under review during the year and may take a different approach if deemed appropriate. Any awards will be consistent with the terms of the Directors’ Remuneration Policy. Non-Executive Directors The NEDs receive a base fee of £37,500, with an additional fee of £7,500 paid to each of the Senior Independent Director, Chair of the Audit and Risk Committee and Chair of the Nomination and Remuneration Committee. These fees remain unchanged for 2022. S4Capital Annual Report and Accounts 2021 91