Directors’ remuneration report
Part 1: Chair’s introduction
Tsega Gebreyes
Chair, Remuneration Committee
1
Our committee is reviewing remuneration at Airtel Africa to ensure we’re able to offer innovative and competitive packages that attract the best talent.
2
Committee membership and attendance | Member since | Meetings attended/held |
|---|---|---|
John Dannilovich attended the May 2024 meeting. | ||
Tsega Gebreyes Chair | October 2021 | 4 (4) |
Awuneba Ajumogobia | April 2019 | 4 (4) |
Paul Arkwright | May 2024 | 4 (4) |
All amounts in this report are in US dollars ($), unless stated otherwise.
This report sets out the remuneration policy for our directors, what they were paid in the year and how this is linked to the performance achieved. There are three sections to the report:
Part 1: An introduction from the committee chair
This explains our approach to remuneration, summarises the key decisions made by the committee during the year, and gives an overview of our 2025/26 approach and policy.
Part 2: The directors’ remuneration policy
This sets out the remuneration policy for our CEO, CFO, chair and non-executive directors. The policy was approved by shareholders at the 2023 AGM and will remain in force until the 2026 AGM at the latest.
Part 3: Our annual report on remuneration
This sets out in detail how we applied our current remuneration policy in 2024/25, the remuneration received by directors for the year and how the policy will be applied in 2025/26. This report, which includes the introduction from the committee chair, will be put to an advisory shareholder vote at the AGM.
Introduction
I’m pleased to present the Remuneration Committee’s report for 2024/25.
Performance outcomes for the year
Annual bonuses for 2024/25 were based on a scorecard of measures: net revenue (35%), underlying EBITDA (35%), operating free cash flow (10%) and ESG and governance objectives (20%). Given the Group’s strong performance with 21.5% growth in net revenue on a constant currency basis, 18.1% growth in underlying EBITDA and 33.6% growth in operating free cash flow, the targets for all of the financial objectives were exceeded. Both of our executive directors in the year also had role-specific personal objectives for the year, see Part 3 Personal objectives. As a result, a bonus of 80% of maximum was awarded to our CEO and our a bonus of 81% of maximum was awarded to our outgoing CFO. One-third of the bonuses will be deferred into shares for two years.
Our outgoing CFO was granted an LTIP award in 2022 which vested based on performance up to 31 March 2025. This award vested at 56% reflecting strong net revenue and TSR performance over the past three years. Net revenue growth was 22.7% per annum in constant currency and TSR performance of 21.9% was significantly above the median of the comparator group and close to the upper quartile. However, EBITDA margin expansion failed to meet the threshold target which resulted in 40% of the shares under the award lapsing. See Part 3 Share awards.
Considering formulaic outcomes
Our committee reviewed the formulaic outcomes of the annual bonus and PSP in the context of the company's performance during the year and given the strong performance over 2024/25, considered the formulaic outcomes to be appropriate. We confirm that in assessing performance against the targets, no discretion was applied to the outcome and that the policy operated as intended.
Board changes
During the year, Jaideep Paul informed the Board of his intention to retire, and the Board agreed that deputy CFO Kamal Dua will be appointed CFO after Jaideep Paul steps down after the 2025 AGM. On appointment, Kamal will have a base salary of $325,000 and benefits in line with those of other senior executives. He will not receive a pension. His target annual bonus for 2025/26 will be set at 70% of salary (maximum 105% of salary), with one-third deferred into Airtel Africa shares for two years. His LTIP awards for 2025/26 comprise a PSP grant of 100% of salary and RSU grant of 40% of salary, at maximum. No buyout or joining awards were granted. The Remuneration Committee will keep Kamal’s base salary and annual bonus structure under review so that his remuneration remains aligned with his performance and experience. This could result in increases to his base salary above the workforce level over the next few years. Leaver terms for Jaideep are set out below.
Treatment of remuneration for the outgoing CFO
In considering Jaideep Paul’s leaver terms, our committee noted his strong performance in role and the continued progress of Airtel Africa. We took this into account in determining how to apply the policy and treat his inflight share awards on retirement, and decided that he should be treated as a good leaver.
In more detail, all elements of his CFO remuneration package will be paid up to his departure, at which point all will cease. He will receive a pro-rated bonus for 2025/26 for time served, which will be subject to the normal performance test and paid at the normal time in cash. He will not be eligible for the normal annual LTIP grant to be made in 2025.
In light of the considerations noted above, we will exercise discretion to treat him as a good leaver under our share plans. In line with the normal approach for good leavers under our policy, his outstanding deferred bonus and LTIP shares will vest at the normal time, subject to a reduction based on the time served during the vesting period, and also subject to the normal performance test at the end of the performance period. Awards will be subject to malus and clawback. The post-vesting holding periods apply and he will be required to hold shares to the value of 100% of base salary for at least two years in accordance with the post-employment holding requirement. Jaideep will also receive an amount for untaken holiday and an amount required to be paid under Dubai employment law. Further detail on the treatment of his LTIP awards is provided later in the report.
Implementation of policy in 2025/26
As indicated in last year's remuneration report, the CEO was appointed on a salary of $760,000 which could be subject to above-workforce increases over the coming years, depending on his performance in role and the performance of the company. In 2024/25, the company has performed strongly as has the CEO, and in that context it was decided to award the CEO an increase of 10%, which is above the workforce increase of around 7.5%. No increase will be applied to the outgoing CFO's salary.
Under the policy approved by shareholders at the 2023 AGM, maximum bonus opportunity is capped at 200% of base salary for the CEO and 175% of base salary for the CFO. The actual 2025/26 bonus opportunities for the executive directors will again be set below these policy maximum levels. The 2025/26 maximum bonus will be set at 150% of base salary for the CEO, and 105% of salary for the new CFO, and 140% of salary for the outgoing CFO pro-rated for time served during the year. In line with the policy, one third of any bonus will be deferred into shares for two years for the CEO and new CFO (but not for the outgoing CFO who will receive his bonus in cash). It is intended that metrics and weightings remain unchanged from last year, with 80% based on financial metrics (net revenue, underlying EBITDA and operating free cash flow) and 20% non-financial.
LTIP grants will also be made at levels below the maximum permitted under the policy approved by shareholders at the 2024 AGM. LTIP grants will consist of performance shares (with a maximum face value of 150% of salary for the CEO and 100% of salary for the new CFO), and restricted stock units (with a maximum face value of 50% of salary for the CEO and 40% of salary for the new CFO). We will continue to set robust and challenging performance targets for both the bonus and the performance shares component of the LTIP, with vesting of restricted stock units dependent on the satisfaction of a financial underpin.
As in 2024/25, three performance conditions will apply to the performance shares: relative TSR (20%), underlying EBITDA margin expansion (40%) and net revenue (40%), with each measured over three years. The underlying EBITDA and net revenue targets will not be disclosed at grant as they are currently considered to be commercially sensitive. They will be disclosed when this changes – no later than the report for the year in which the awards vest. The underpin applying to the grant of restricted stock units will require a positive operating free cash flow over the three financial years ending the year before the units vest.
Conclusion
I would like to thank my fellow committee members for their continued diligence and dedication. We look forward to seeing your support for the remuneration report at this year’s AGM and, more importantly, seeing the continued benefits of our work to all our stakeholders over the coming years.
I will be attending the 2025 AGM and look forward to engaging with shareholders at the meeting. In the meantime, if you’d like to discuss any aspects of this report please contact me through our company secretary, Simon O’Hara. For contact details, see General shareholders’ information.
Tsega Gebreyes
Chair, Remuneration Committee
7 May 2025
Remuneration Committee
- Advises the Board on remuneration for Board members, executive directors, the company secretary, the Executive Committee and other senior employees
- Makes sure that remuneration arrangements identify and mitigate reputational and other risks from excessive rewards and inappropriate behaviour linked to target-based incentive plans
- Ensures targets are appropriate, geared to delivering our strategy, and enhancing shareholder value
- Makes sure rewards for achieving or exceeding agreed targets are not excessive
- Promotes the increasing alignment of executive, employee and shareholder interests through appropriate share plan participation and executive shareholding guidelines
- Reviews employee remuneration and policies and the alignment of incentives with culture, particularly when setting the executive directors’ remuneration policy
- Through the committee chair, engages with shareholders on remuneration-related matters
Main activities in 2024/25
During the financial year, the committee:
- Agreed annual salary increases and reviewed senior executive remuneration
- Agreed the treatment of remuneration for the outgoing CFO and the remuneration for the new CFO
- Implemented and made awards under our share plans
- Determined the level of bonus payments for the previous financial year
- Determined the level of LTIP vesting for the outgoing CEO
- Drafted and agreed the directors’ remuneration report
- Held regular updates on latest investor thinking and emerging and future remuneration trends
Shareholder consultation
A formal consultation with shareholders was not undertaken this year, as no changes to policy or implementation are being proposed. We continue to have regular dialogue with our shareholders on matters of remuneration as part of our investor relations activities.
Engaging with employees
The Stakeholder engagement and Nominations committee sections explain our work on diversity and the various ways in which management engaged with employees during the year. While our committee doesn’t directly consult employees on executive remuneration, a non-executive director attended our regular town halls at which a wide range of topics were discussed with our outgoing CEO, including employee remuneration.
Effectiveness
The Board evaluation reviewed the committee’s effectiveness and sought feedback from its members. The review concluded that the committee continued to function well, with the management of meetings, quality of the committee’s relationships (including external consultants), communications with shareholders, the annual cycle of work and review and oversight of key areas of responsibility, considered to be effective. The results also showed the committee to be effective in aligning executive remuneration with the Group’s strategic operational and sustainability objectives. In response to the areas identified for focus in last year’s evaluation, the committee recognised the choice of ESG metrics to support greater gender diversity across the executive and senior management teams was showing results at the senior management team level. However, even greater focus at the executive team level was required.
We discussed the output of the 2025 evaluation and concluded that we had operated effectively throughout the year. We also confirmed our areas of focus for the year ahead.
2024/25 evaluation
Remuneration Committee
Outcome
Area of focus
Key themes and areas for focus
Focus on management level below executive director
Action
Conduct a review of senior management remuneration in FY 2026
Summary of remuneration
FY2024/25 performance – Our business performance
Net revenue
$4,497
21.5% compared to last year in constant currency
Underlying EBITDA
$2,401
18.1% compared to last year in constant currency
Operating free cash flow
$1,731*
33.6% compared to last year in constant currency
Annual bonus outcomes
All amounts are in $million | Weighting | Threshold | Target | Maximum | Outcome |
|---|---|---|---|---|---|
* OFCF outcome for 2024/25 of $1,731m was moderated downwards by $37m to account for deferral of data centre capex deployment which was budgeted in targets. | |||||
Net revenue | 35% | 4,251 | 4,360 | 4,469 | 35% |
|
|
| 4,497 | ||
Underlying EBITDA | 35% | 2,325 | 2,388 | 2,467 | 20.5% |
|
|
| 2,401 | ||
Operating free cash flow | 10% | 1,575 | 1,638 | 1,717 | 8.5% |
|
|
| 1,694* | ||
Non-financials CEO – see Bonus outcomes | 20% | 16.3% | |||
Non-financials CFO – see Bonus outcomes | 20% | 16.9% | |||
Long-term incentive plan
The performance period for LTIP awards granted in 2022 ended on 31 March 2025. After assessing the PSU performance condition and the RSU underpin as summarised in the table below, awards vested to the outgoing CFO. These amounts are included in the single figure table.
Metric | Weighting | Threshold (25%) | Target (50%) | Max (100%) | Actual | % achievement of maximum |
|---|---|---|---|---|---|---|
Net revenue CAGR | 40% | 14.8% | 15.8% | 16.7% | 22.7% | 100% |
Increase in underlying EBITDA margin | 40% | -0.19% | 0.15% | 0.59% | (0.99%) | 0% |
Rank of Airtel Africa TSR against the members of the MSCI Emerging Markets Communication Services Index | 20% | Median | n/a | Upper quartile | Median < 21.9% < Upper quartile | 79.7% |
Single figure of remuneration ($000s)
Reflects the period from joining the Board.
Does not include the former CEO who only served part of the year as a director
Link between remuneration and business strategy – metrics for 2025/26
Annual bonus
Metric | Weighting | Why chosen |
|---|---|---|
* measured in constant currency | ||
Net revenue* | 35% | Key indicator of our growth, market penetration and customer retention |
Underlying EBITDA* | 35% | Measure of our profitability and cash-generating ability from year to year |
Operating free cash flow (OFCF) * | 10% | Measure of the underlying profitability from our operations, as well as our ability to service debt and other capital commitments |
Non-financial | 20% | Indicator of the performance of the organisation and executive directors in key non-financial areas |
Long Term Incentive Plan
Metric (constant currency) | Weighting | Why chosen |
|---|---|---|
* measured in constant currency | ||
TSR, relative to a peer group of competitors For grants in 2025, we intend to use a peer group of international emerging market communication services organisations (MSCI Emerging Markets Communication Services Index constituents). | 20% | Measures the total returns to our shareholders, providing close alignment with shareholders interest |
Net revenue* | 40% | A key indicator of long-term growth in the market, highlighting the importance of sustained performance |
Increase in Underlying EBITDA* margin | 40% | A key indicator of long-term growth on profitability from operations, highlighting the importance of sustained performance |
Operating free cash flow (OFCF)* | RSU underpin | Measure of the underlying profitability from our operations, as well as our ability to service debt and other capital commitments |
Special one-off incentive (award to new CFO)
Metric | Weighting | Why chosen |
|---|---|---|
IPO price | 100% | Measures additional value created for Airtel Africa shareholders on an IPO of Airtel Money |
Proposed remuneration structure for 2025/26
Component
Purpose and link to strategy
Timeframe
Deferral and holding requirements
Proposed implementation for 2025
Component
Base salary
Purpose and link to strategy
To recruit and reward executive directors of a suitable calibre for the role
Timeframe
Deferral and holding requirements
n/a
Proposed implementation for 2025
CEO: $836,000
New CFO: $325,000
Component
Benefits (including pension)
Purpose and link to strategy
To provide market competitive benefits
Timeframe
Deferral and holding requirements
n/a
Proposed implementation for 2025
Benefits in line with policy
Component
Annual bonus
Purpose and link to strategy
To incentivise and reward annual performance achievements To also provide sustained alignment with shareholders through a component deferred in shares
Timeframe
Deferral and holding requirements
Deferral of 1/3rd of any bonus
Proposed implementation for 2025
CEO: 150% of base salary maximum
New CFO: 105% of base salary maximum
Metrics1: Net revenue, underlying EBITDA, Operating free cash flow, non-financial
Component
Long-term incentive plan – PSUs
Long-term incentive plan – RSUs
Purpose and link to strategy
To incentivise and reward the delivery of the company’s strategic objectives and provide further alignment with shareholders through the use of shares
Timeframe
Deferral and holding requirements
Two-year post-vesting holding period
Proposed implementation for 2025
CEO grant: 150% of base salary maximum in PSP and 50% of base salary maximum in RSUs
New CFO grant: 100% of base salary maximum in PSP and 40% of base salary maximum in RSUs
Metrics1: TSR, relative to a peer group of competitors, net revenue, increase in underlying EBITDA margin, RSU underpin: operating free cash flow
Component
Special one-off incentive
Purpose and link to strategy
To incentivise a successful IPO of Airtel Money
Timeframe
Deferral and holding requirements
One-year post-vesting holding period
Proposed implementation for 2025
Award of $65k to new CFO
No other awards planned for 2025/26
Metrics1: IPO price
Component
Shareholding requirement
Purpose and link to strategy
To further align the interests of executive directors with those of shareholders
Timeframe
Deferral and holding requirements
Proposed implementation for 2025
CEO: 250% of salary
New CFO: 200% of base salary
1 The target ranges are considered by the committee to be commercially sensitive and will be disclosed in the 2025/26 directors’ remuneration report for the annual bonus, and at the time of performance measurement for the LTIP and special one-off incentive.