Remuneration report | Contents
Non-executive Director remuneration
Remuneration policy The following diagram sets out the key objectives of the Group’s Non-executive Director remuneration policy and how they are achieved through the Group’s remuneration framework: Securing and retaining talented, qualified Directors Director fee levels are set with regard to the responsibilities and risks attached to the role, the time commitment and workload expected, the Director’s experience and expertise, and market benchmark data. Preserving independence and impartiality Director remuneration consists of base (Director) fees and Committee fees. No element of Director remuneration is ‘at risk’ (i.e. fees are not based on the performance of the Group or individual Directors). Aligning Director and security holder interests Directors are encouraged to hold Transurban securities and the Board has endorsed minimum security holding guidelines for Directors.
Remuneration arrangements Maximum aggregate remuneration The aggregate remuneration that may be paid to Non-executive Directors in any year is capped at a level approved by security holders. Security holders at the 2023 Annual General Meeting approved the current aggregate fee pool of $3,500,000 per year (inclusive of superannuation contributions). Non-executive Director fees A review of Non-executive Director fees (base Director and Committee fees) was undertaken during FY25. This review included benchmarking against other publicly listed entities of a similar size and complexity to Transurban. Directors’ performance, duties and responsibilities were all considered as part of the review process. As a result of that review, the Remuneration, People and Culture Committee recommended, and the Board approved, an increase to Non-executive Director fees effective 1 January 2025. Based on FY25 Board composition, the fee increases can be accommodated within the current Non-executive Director aggregate fee pool. FY25 Director and Committee fees (per annum) are set out (right):
1 Jul 24 – 31 Dec 24
From 1 Jan 25
Board fees
Chair
$670,000 $688,000 $227,000 $233,500
Member
Committee fees Audit and Risk Committee Chair
$61,000 $29,000
$62,500 $29,500
Member
Remuneration, People and Culture Committee Chair $52,000
$53,500 $26,500
Member
$26,000
There are no fees for membership of the Nomination Committee. The Chair of the Board does not receive any additional fees for Committee responsibilities. The Chair of each Committee only receives the Chair fee (and not a member fee). Non-executive Directors are permitted to be paid additional fees for special duties or exertions. No such fees were paid during FY25. Non-executive Directors are also entitled to be reimbursed for all business- related expenses, including travel, as may be incurred in the discharge of their duties. Non-executive Directors are not entitled to any retirement benefits other than statutory superannuation contributions.
Director
Related party
Services provided
Non-executive Director additional information
R Whitfield
Robert Whitfield is a Non-executive Director of Commonwealth Bank of Australia (CBA) Marina Go was a Non- executive Director of Energy Australia until 7 May 2025. Sarah Ryan is a Non- executive Director of Viva Energy Group
During FY25, CBA provided transactional banking products and services to Transurban on normal commercial terms. CBA also participates as lender in numerous debt facilities, all on commercial terms. During FY25, Energy Australia was one of Transurban’s energy providers. This relationship is on normal commercial terms. During FY25, Viva Energy (a Shell licensee) had a partnership arrangement with Transurban as part of the Linkt rewards program to provide fuel discounts to Linkt customers at Shell Coles Express and Shell Reddy Express stores, including during FY25. This arrangement is on normal commercial terms.
All Non-executive Director relationships outlined below are based on normal commercial arm’s length terms. None of the Non-executive Directors were, or are, involved in any procurement of these products and services. The Group is not required to make the following disclosures but for transparency reasons notes the following relationships and transactions.
M Go
S Ryan
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