Transurban Corporate Report FY25 Remuneration report
Looking ahead CEO fixed remuneration The Board determined that the CEO’s fixed remuneration would increase by 2.4%, effective 1 July 2025. In making this decision, consideration was given to the CEO’s performance, external remuneration benchmarking and the external market demand for global senior talent to ensure CEO remuneration remains competitive. Remuneration framework In 2025, the Remuneration, People and Culture Committee recommended, and the Board approved, changes to the Group Performance Scorecard for the financial year 2026 onwards. The review of the Group Performance Scorecard was considered in the context of the macro-economic environment, which has become increasingly uncertain and unpredictable, as well as feedback from stakeholders. The changes sharpen our focus on objective measures that significantly impact value creation and provide greater alignment of performance and remuneration outcomes. The key changes arising from this review became effective from 1 July 2025, and are summarised as follows: • increase in the weighting of financial measures from 55% to 65% and Customer and Delivery measures from 15% to 20%; • overall reduction in the number of measures, including removal of Reputation and Leadership measures; and • the current HSE category will be updated to Health, Safety, Sustainability and Environment (HSSE) to highlight our focus in these areas with a weighting of 15% The Board determined it was prudent for weighting of the financial targets to be increased to maintain focus on current and future financial performance. Reputation and Leadership measures remain important in assessing Transurban’s performance and these will be considered as part of the CEO and Executive KMP’s performance against their Key Performance Indicators (KPI) and the Board’s qualitative assessment of overall Group performance. The Board will retain discretion with regard to the setting of targets / thresholds, as well as decisions regarding performance and remuneration outcomes.
Summary Transurban has produced a strong set of balanced results in FY25, and we remain focused on adding value for our stakeholders and providing a strong foundation for future growth. The Remuneration, People and Culture Committee thanks Transurban leadership and staff for their continued commitment and contribution to this year’s performance. Thank you also to our security holders for your ongoing support of Transurban.
Long Term Incentive (LTI) During FY25, the first tranche of the FY22 LTI plan (performance period 1 July 2021 to 30 June 2024) vested on 23 August 2024 at 0%. 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 Total Shareholder Return (TSR) 1 . Testing of the performance hurdle for Tranche 2 indicates that 57% of awards
will vest for eligible participants. Non-executive Director remuneration
Patricia Cross AM 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)
An annual review of Non-executive Director fees (base Director and Committee fees) was undertaken during FY25, 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 between 1.7% and 2.9%, effective 1 January 2025. Details of Non-executive Director remuneration arrangements can be found on page 95. Key Management Personnel STI Following a review of the remuneration arrangements for Executive KMP, the STI opportunity for Executive KMP, excluding the CEO, increased from 67% to 75% of Total Employment Cost (TEC), effective 1 July 2024. This adjustment ensures that our remuneration packages remain market competitive supporting the attraction and retention of high-calibre executive talent. Details can be found on page 92.
82 1 Non-IFRS measure
Made with FlippingBook Digital Publishing Software