Remuneration report
Short Term Incentive (STI) FY24 performance The FY24 Group Performance Scorecard provides the Board with important additional context in assessing overall Group performance for STI purposes, including financial and non-financial measures. In assessing overall Group performance, the Board also takes into consideration alignment with security holder outcomes. The overall FY24 STI outcome as assessed by the Board is 92.9% (61.9% of maximum). Details are provided on page 97. Executive STI outcomes In determining the STI outcomes of the CEO and Executive KMP, the Board considered both individual performance and all factors that have contributed to the overall Group result. The Board approved STI outcomes: • The CEO received a final STI outcome of 61% of maximum opportunity (92% of target opportunity) • Other Executive KMP received between 0% and 71% of maximum opportunity (0% to 107% of target opportunity) • The former CEO ceased employment on 30 November 2023 and received a pro-rated FY24 STI cash award calculated up to that date (see page 104 for further details in relation to the former CEO’s FY24 remuneration). Long Term Incentive (LTI) During FY24, the FY21 LTI plan vested, FY22 and FY23 plans were on foot and grants were made under the FY24 LTI plan. FCF was also reintroduced to the FY23 LTI plan along with relative TSR (see page 100). FY21 LTI plan vesting The FY21 LTI plan (performance period 1 July 2020 to 30 June 2023) vested on 31 August 2023 at 0%. The FY21 LTI Plan had a single performance measure of relative TSR. Vesting outlook for FY22 LTI plan The FY22 LTI plan was the first award following the Board approval to extend the performance period from three years to four years. To support the transition to a four-year performance period, the FY22 LTI plan consisted of two tranches. Tranche 1 (50% of awards granted) has a three-year performance period (1 July 2021 to 30 June 2024) and Tranche 2 (50% of awards granted) has a four-year performance period (1 July 2021 to 30 June 2025). This plan has a single performance measure of relative TSR, with testing of the performance hurdle for Tranche 1 indicating that 0% of awards will vest for eligible participants.
Non-executive Director remuneration
direction and changes to our approach and operating model. This has included a program of regular, informal CEO updates where employees have the opportunity to ask questions of the CEO. We were pleased that our annual employee Our Voice survey showed continued positive overall engagement, particularly during a period of such significant change, with 85% of employees feeling proud to work for Transurban, and nearly 80% feeling confident about Transurban’s future. Our culture is key to engagement and we actively review our business and related governance practices, including our Respect@ Work program, taking action when issues are identified and considering this in the context of performance outcomes. We also continued to focus on building capabilities for the future and investing in leadership and talent through extensive programs designed for various levels of leaders. Creating development opportunities for the broader workforce is also fundamental to how we retain an engaged workforce. Nearly 85% of respondents in this year’s Our Voice survey agreed that they felt supported to achieve their career goals. Remuneration outcomes in FY24 The success of our business is tied to the value we create for all our stakeholders. This approach is reflected in our Group Performance Scorecard, which we use to determine the Short Term Incentive (STI) pool. The scorecard’s financial and non-financial measures assess our performance in terms of Financials (Proportional EBITDA and Proportional Net Cost); Health, Safety and Environment (HSE); Customer and Delivery; and Sustainability, Reputation and Leadership (see page 97 for details). The FY24 remuneration outcomes are outlined below and, in the Board’s opinion, fairly reflect individual and Group performance, taking into consideration market conditions and security holder experience. Fixed remuneration Fixed annual remuneration reviews were conducted, with adjustments being made to the FY24 fixed remuneration of five Executive KMP. This was made in recognition of role scope including change in roles, accountability, experience and performance of the individual, and to remain competitive against the ASX30 market benchmark. Details can be found in the Executive KMP remuneration table on page 109.
An annual review of Non-executive Director fees (base Director and Committee fees) was undertaken during FY24 which included benchmarking against other publicly listed entities of a similar size and complexity to Transurban. The Remuneration, People and Culture Committee recommended, and the Board approved, an increase to Non-executive Director fees effective 1 January 2024. Details of Non-executive Director remuneration arrangements can be found on page 105. FY25 CEO Fixed Remuneration The Board determined that the CEO’s fixed remuneration would increase by 3%, effective 1 July 2024. In making this decision, consideration was given to external remuneration benchmarking and the external market demand for global senior talent to ensure CEO remuneration remains competitive. Remuneration framework The Board continues to review the effectiveness of the Group’s Remuneration Framework in supporting the Group’s strategy. This includes alignment between executive remuneration outcomes and the experience of stakeholders. Summary Transurban commenced an important phase of change in FY24. The orderly management of executive changes has been a priority for the Committee and Board, helping the business to remain disciplined and focused on
delivering value for all stakeholders. Thank you for your ongoing support of Transurban.
Patricia Cross Chair, Remuneration, People and Culture Committee
This report has been prepared and audited in accordance with section 300A of the Corporations Act 2001 (Corporations Act)
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