Part 3: Our annual report on remuneration
This report has been prepared by the committee and approved by our Board. As stipulated by UK regulations, Deloitte LLP have independently audited these items:
- The Executive directors’ remuneration and non-executive directors’ remuneration and associated footnotes.
- The table of share awards granted to executive directors and associated footnotes.
- The statement of directors’ shareholdings and share interests and associated footnotes.
2024/25 remuneration of directors (audited)
This table sets out the total remuneration for the executive directors for the year ended March 2025. This year, there were changes to the accounting for the end of service gratuity payable under Dubai employment law. This benefit delivers a payment based on the number of years served when employment is terminated. In previous years, the approach taken was to include the full amount payable in the year that employment was terminated. This has been changed so that the amount of benefit accrued each year is now displayed under the ‘pension’ column. Previous years have been changed to be in line with this approach.
All amounts are in $’000 |
| Base salary | Benefits1 | Pension contribution2 | Annual bonus3 | LTIP4,5 | Total fixed | Total variable | Other6,7 | Total |
|---|---|---|---|---|---|---|---|---|---|---|
Notes 1 Sunil Taldar’s benefits included ($’000): expatriate housing of $69, car of $44, expatriate home leave of $8 and insurance costs of $12. Jaideep Paul’s benefits included ($’000): expatriate housing of $93, car of $58, expatriate home leave of $22 and insurance costs of $18. Segun Ogunsanya’s benefits included ($’000): car benefit value of $5, and insurance costs of $10. 2 Only Segun Ogunsanya received a pension contribution of 10% of his salary – this was in in accordance with his legacy arrangements which reflect statutory requirements for employees in his home location of Nigeria. Sunil Taldar and Jaideep Paul do not receive a pension contribution. All executive directors based in Dubai are eligible for the end of service gratuity required under Dubai law for employees under full time contracts. This benefit is paid when employment is terminated based on the number of years served. The amount of benefit accrued in the year is also included in this column. 3. For Sunil Taldar and Segun Ogunsanya, the amount for 2024/25 represents the bonus relating to their time served as a director. 4 For Jaideep Paul, the 2024/25 figure includes 152,873 PSU awards and 127,531 RSU awards which were granted on 28 June 2022 and will vest in 2025. The PSU awards were subject to a performance condition and the RSU awards were subject to a performance underpin, both of which had performance periods ending on 31 March 2025. The value of these awards has been estimated using the average price of Airtel Africa shares between 1 January 2025 and 31 March 2025 of GBP 1.398 ($1.764). For 2024/25, the total value estimated attributable to share price appreciation is $23.1k for Jaideep Paul. 5 The 2023/24 LTIP values for Segun Ogunsanya and Jaideep Paul have been restated based on the share price of $1.519 on the vesting date of 28 June 2024. This was when 580,474 PSUs and 326,786 RSUs vested to Segun Ogunsanya and 308,212 PSUs and 182,188 RSUs vested to Jaideep Paul after application of the PSU performance condition and RSU underpin. The value in last year’s report was estimated using an average share price. 6 For 2024/25, this relates to amounts ($’000) paid for accrued but untaken holiday of $446, and relocation costs of $59 (including household goods shipping and plane tickets). 7 For 2023/24, this relates to the LTIPs vesting as a result of Segun Ogunsanya’s treatment as a good leaver under the plan rules, which were disclosed in last year’s remuneration report. The committee exercised its discretion to pro-rate awards for time and to test performance at 31 March 2024 based on an assessment of the performance condition in the context of performance to date and the outlook for future financial performance. As a result, 63.4% of the shares under award under award vested on 30 June 2024 (1,371,254 shares out of 2,164,266 shares). The value of these awards has been restated based on the share price of $1.519 on the vesting date of 30 June 2024. The value in last year’s report was estimated using an average share price. | ||||||||||
Sunil Taldar | 2024/25 | $570 | $133 | $33 | $686 | – | $736 | $686 | – | $1,422 |
Jaideep Paul | 2024/25 | $670 | $191 | $43 | $758 | $495 | $904 | $1,253 | – | $2,157 |
2023/24 | $638 | $192 | $40 | $776 | $745 | $870 | $1,521 | – | $2,391 | |
Segun Ogunsanya | 2024/25 | $252 | $15 | $40 | $265 | – | $307 | $770 | $505 | $1,076 |
2023/24 | $1,001 | $435 | $162 | $1,276 | $1,378 | $1,598 | $4,737 | $2,083 | $6,335 | |
Annual bonus
Annual bonus targets were set in the first quarter of the financial year and were based on the annual operating plan. Financial performance is measured in constant currency, as this provides the best measure of underlying performance for a company operating in multiple countries.
Targets set at the beginning of the year required double-digit growth in net revenue, underlying EBITDA and operating free cash flow for the achievement of the threshold targets, with even higher levels of stretch were required to achieve the maximum targets. Performance during the year was very strong, which resulted in the challenging max targets for net revenue being exceeded, and underlying EBITDA performance and operating free cash flow were between the target and max targets. As a result, a bonus of 80% of maximum has been awarded to the CEO and a bonus of 81% of maximum has been awarded to the outgoing CFO, of which one-third will be deferred into shares for two years.
2024/25 bonus outcomes (audited)
Bonus performance measures | |||||
|---|---|---|---|---|---|
Net revenue | Underlying EBITDA | Operating free cash flow (OFCF) | Personal | Total | |
Weighted total | 35% | 35% | 10% | 20% | 100% |
Outcomes (weighted % of maximum) | 35% | 20.45% | 8.5% |
|
|
Sunil Taldar (weighted % of maximum)
|
|
| 16.25% | 80.3% | |
Jaideep Paul (weighted % of maximum)
|
|
|
| 16.9% | 80.9% |
Financial objectives
Financial performance was assessed against the underlying net revenue, underlying EBITDA and operating free cash flow (OFCF) ranges set for 2024/25.
All amounts are in $million | Weighting (%) | Threshold (30%) | Target (50%) | Maximum (100%) | Actual |
|---|---|---|---|---|---|
All targets and achievements are in constant currency as at 31 March 2024 1 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% | 4,250.8 | 4,359.8 | 4,468.8 | 4,497.4 |
EBITDA | 35% | 2,324.5 | 2,387.6 | 2,466.7 | 2,400.9 |
OFCF | 10% | 1,574.9 | 1,638.1 | 1,717.2 | 1,693.81 |
Personal objectives
Personal objectives for the executive directors during the year are as follows:
Weighting (%) | Target | Performance achieved | Outcome (weighted % of maximum) | ||
|---|---|---|---|---|---|
Sunil Taldar | ESG – gender diversity | 10% | Senior manager female representation (Level senior manager+) Threshold: 23.3% Target: 24.3% Maximum: 25.3% | 25% | 8.5% |
Compliance – Internal audit score | 10% | Threshold: 79 Target: 81 Maximum: 83 | 82.1 | 7.75% | |
Jaideep Paul | ESG – gender diversity | 10% | Senior manager female representation (Level senior manager+) Threshold: 23.3% Target: 24.3% Maximum: 25.3% | 25% | 8.5% |
Compliance – Internal audit score | 10% | Threshold: 89 Target: 91 Maximum: 93 | 92.4 | 8.4% |
Annual bonus awarded
Name | Awarded in cash ($000s) | Awarded in deferred shares ($000s) | Total ($000s) |
|---|---|---|---|
Sunil Taldar | $457.3 | $228.6 | $685.9 |
Jaideep Paul | $505.3 | $252.6 | $757.9 |
Annual bonus for outgoing CEO
As disclosed last year, Segun Ogunsanya received a bonus pro-rated for time served in the year and subject to an assessment of company and personal performance. Following the performance assessment, a bonus of $265k was paid which was equivalent to a performance outcome of 70% of the maximum opportunity. See more on payments for loss of office.
Long-term incentive plan (LTIP) (audited)
LTIP awards granted in 2024/25
During the year, Sunil Taldar and Jaideep Paul were granted the following LTIP awards on 25 June 2024:
| Type of award | Maximum number of shares | Share price used to determine level of award1 | Face value | Face value as a % of salary | Threshold vesting | End of the performance period |
|---|---|---|---|---|---|---|---|
1 Average closing share price and FX rate for the three dealing days immediately prior to grant. | |||||||
Sunil Taldar | 2024 LTIP – PSU | 760,000 | $1.50 | $1,140,000 | 150% | 25% | 31-Mar-27
|
2024 LTIP – RSU | 253,333 | $1.50 | $380,000 | 50% | 100% | 31-Mar-27
| |
Jaideep Paul | 2024 LTIP – PSU | 449,931 | $1.50 | $674,896 | 100% | 25% | 31 Mar-27 |
2024 LTIP – RSU | 179,972 | $1.50 | $269,958 | 40% | 100% | 31-Mar-27
| |
RSUs may not vest unless aggregate operating free cash flow is positive over the three financial years ending the year before the RSUs vest.
The performance conditions for the PSUs are based on three performance measures – net revenue growth (40%), increase in underlying EBITDA margin (40%), and relative TSR (20%). Performance is measured over a three-year period, and this combination of measures helps to align the operation of the LTIP with shareholders’ interests and our business strategy. Net revenue growth provides a key indicator of long-term growth achieved. Underlying EBITDA margin is a key indicator of long-term growth in profitability from our operations. Relative TSR measures the total returns to our shareholders, providing close alignment with shareholder interests. As set out in the annual statement, both net revenue growth and EBITDA margin are measured on a constant currency basis.
Airtel Africa operates only in Africa. We have three main competitors, none of whom disclose targets in their Annual Remuneration Reports. For competitive and commercial reasons, the Board does not believe it would be in the interests of our shareholders to disclose our net revenue and underlying EBITDA LTIP targets. The targets will be disclosed when no longer considered commercially sensitive. This will be no later than the year in which the awards vest. Our targets are based on the 2024/25 three-year plan and will require competitive market-leading growth in net revenue on a constant currency basis at target with 2.5% down and up to threshold and maximum. The increase in underlying EBITDA margin from an already high competitive base will be equally stretching, and both targets will be fully disclosed on vesting. On TSR against the MSCI Emerging Markets Communications Service Index, threshold will vest at the 50th percentile with the maximum at the 75th percentile.
Targets apply to the 2024 performance share plan (PSP) awards
Metric | Weighting | Threshold (25%) | Target (50%) | Maximum (100%) |
|---|---|---|---|---|
Net revenue (CAGR %) | 40% | Target minus 2.5% | Based on 3-year plan | Target plus 2.5% |
Increase in Underlying EBITDA margin | 40% | Commercially sensitive | Based on 3-year plan | Commercially sensitive |
Relative total shareholder return against MSCI Emerging Markets Communications Service Index | 20% | 50th percentile | – | 75th percentile |
Deferred bonus awards
As disclosed in last year’s remuneration report, awards were also granted in respect of the deferred bonus for the 2023/24 financial year. Further information on these awards is set out in the table of share awards at the end of this report.
Airtel Money one-off Award
As disclosed in last year’s remuneration report, the new CEO was granted a one-off award linked to a successful IPO of Airtel Money on 1 April 2024. No other awards were granted in the financial year ending 31 March 2025. An award has been granted to the new CFO on 1 April 2025 in anticipation of his appointment. This award is on the same terms as the award granted to the new CEO which were disclosed last year. Further details on the key terms of the award granted to the new CFO are set out below:
a. An award was granted on 1 April 2025 to the new CFO
b. Base value of awards was $65k
c. Performance target is to grow the share price of Airtel Money from the amount paid by external shareholders in March 2021 to the date of vesting with:
- 75% vesting for a threshold level of growth
- 100% vesting for a stretch level of growth
d. Vesting will occur on an IPO (if achieved within three years of grant) or on a sale of Airtel Money were this to take place prior to the third anniversary of grant
e. The awards will be settled in shares in Airtel Money based on the share price at date of vesting
f. The awards are subject to clawback and malus
g. Shares delivered on vesting of the awards are subject to a one-year post-vesting holding period for the new CFO
Share awards vesting in relation to 2024/25
On 28 June 2022, the outgoing CFO was granted a RSU award of 127,531 shares subject to an operating free cash flow performance underpin, and a PSP award over 273,281 shares subject to performance measured to the end of 31 March 2025 against the following conditions:
All amounts are in $ million Metric | Weighting by tranche | Below threshold (0%) | Threshold (25%) | Target (50%) | Maximum (100%) | Actual | % achievement (of maximum) | |
|---|---|---|---|---|---|---|---|---|
2022 LTIP awards – PSP (financial) | Net revenue CAGR | 40% | <14.8% | 14.8% | 15.8% | 16.7% | 22.7% | 100% |
Increase in underlying EBITDA margin | 40% | <-0.19% | -0.19% | 0.15% | 0.59% | (0.99%) | 0% | |
2022 LTIP awards – PSP (TSR) | Relative TSR | 20% | <Median | Median: -8.6% | n/a | Upper quartile: 33.3% | 21.9% | 79.7% |
All financial targets and achievements are in constant currency.
The underpin for the RSU awards required a positive aggregate operating free cash flow over the three-year performance period ending on 31 March 2025. Over the three financial years, aggregate operating free cash flow was $5,452 which resulted in the underpin being satisfied.
As a result the following awards will vest:
|
| Type of award | Applicable performance conditions | Maximum number of shares | Number of shares vesting | Estimated value on vesting ($000s)1 | Estimated value attributable to share price difference ($000s)1 |
|---|---|---|---|---|---|---|---|
1 The estimated value on vesting is the average price of Airtel Africa’s shares in the period between 1 January 2025 to 31 March 2025: $1.764 (£1.398). The estimated value attributable to share price difference is the change from the share price on the date of grant of $1.6814 (£1.370). | |||||||
Jaideep Paul | 2022 LTIP | RSUs | Operating free cash flow underpin | 127,531 | 127,531 | $225 | $10.5 |
PSUs | Net revenue CAGR | 109,312 | 109,312 | $192.8 | $9 | ||
PSUs | Underlying EBITDA margin | 109,312 | 0 | $0 | $0 | ||
PSUs | Relative TSR against comparator group | 54,657 | 43,561 | $76.8 | $3.6 | ||
2024/25 remuneration of non-executive directors (audited)
This table lists the non-executive directors’ remuneration in accordance with UK reporting regulations.
All amounts are in ’000 | NED fees1 | Benefits (actual paid) | Total | As at 31 March 2025 $2 | |
|---|---|---|---|---|---|
1 NED fees determined in pounds sterling. 2 Adjustable closing FX rate of GBP/USD on 31 March 2025: £1 = $1.29. USD values for 2023/24 are restated using this FX rate to aid comparison. 3 John Danilovich retired from the Board at the 2024 AGM. 4 Paul Arkwright was appointed to the Board on 9 May 2024. 5 Gopal Vittal was appointed to the Board on 28 October 2024. | |||||
Sunil Bharti Mittal | 2024/25 | £350 | N/A | £350 | $452 |
2023/24 | £300 | N/A | £300 | $387 | |
Awuneba Ajumogobia | 2024/25 | £95 | N/A | £95 | $123 |
2023/24 | £85 | N/A | £85 | $110 | |
John Danilovich3 | 2024/25 | £23 | N/A | £23 | $30 |
2023/24 | £80 | N/A | £80 | $103 | |
Andrew Green | 2024/25 | £115 | N/A | £115 | $148 |
2023/24 | £90 | N/A | £90 | $116 | |
Akhil Gupta | 2024/25 | £80 | N/A | £80 | $103 |
2023/24 | £70 | N/A | £70 | $90 | |
Shravin Bharti Mittal | 2024/25 | £80 | N/A | £80 | $103 |
2023/24 | £70 | N/A | £70 | $90 | |
Annika Poutiainen | 2024/25 | £95 | N/A | £95 | $123 |
2023/24 | £80 | N/A | £80 | $103 | |
Ravi Rajagopal | 2024/25 | £105 | N/A | £105 | $135 |
2023/24 | £90 | N/A | £90 | $116 | |
Tsega Gebreyes | 2024/25 | £105 | N/A | £105 | $135 |
2023/24 | £84 | N/A | £84 | $108 | |
Paul Arkwright4 | 2024/25 | £80 | N/A | £80 | $104 |
2023/24 | N/A | N/A | N/A | N/A | |
Gopal Vittal5 | 2024/25 | £34 | N/A | £34 | $44 |
2023/24 | N/A | N/A | N/A | N/A | |
Our TSR performance from admission
The following graph sets out our comparative TSR relative to the FTSE 250 and FTSE 100 indices from 28 June 2019 (the date of our listing) to 31 March 2025, as required by UK reporting regulations. The FTSE 250 Index was chosen as a broad equity market index of which we were a member from listing until early 2022. The FTSE 100 was chosen as the index of which we’re now a member.
Total shareholder return
This graph shows the value on 31 March 2025 of £100 invested in Airtel Africa on the date of admission (28 June 2019), compared with the value of £100 invested in the FTSE 250 and FTSE 100 indices over the same time period.
CEO remuneration from our listing (28 June 2019)
This table sets out the single figure for the total remuneration paid to the CEO, together with the annual bonus payout and the LTIP payout (both as a percentage of the maximum opportunity). Over time, the data in this table will show the CEO’s remuneration over a ten-year period. 2021/22 and 2024/25 are split between the two people acting as CEO during these periods.
| Raghunath Mandava | Segun Ogunsanya | Sunil Taldar | |||||
|---|---|---|---|---|---|---|---|---|
2019/201 | 2020/21 | 2021/223 | 2021/224 | 2022/23 | 2023/242,5 | 2024/256 | 2024/257 | |
1 From 28 June 2019 to 31 March 2020. 2 The 2023/24 single figure has been updated to reflect the value of the LTIP on vesting. 3 From 1 April 2021 to 30 September 2021. 2021/22 LTIP reflects the portion of outstanding LTIP awards which vested on cessation, after pro-rating. 4 From 1 October 2021 to 31 March 2022. 5 2023/24 single figure includes the vesting of the 2021 LTIP award and the vesting on cessation of the 2022 and 2023 LTIP awards. 6 From 1 April 2024 to 30 June 2024. 7 From 1 July 2024. | ||||||||
Total remuneration ($’000) | $3,140 | $3,608 | $3,484 | $1,404 | $2,434 | $6,335 | $1,076 | $1,422 |
% of maximum bonus earned | 60% | 100% | 100% | 100% | 74% | 85% | 70% | 80% |
% maximum LTI vested | 76% | 100% | 86% | N/A | N/A | 79% | N/A | N/A |
CEO pay ratio
As the majority of our employees are based in Africa, with only ten in the UK, we’re not required to publish a CEO pay ratio. Given the numbers of employees in the UK versus those overseas and the fact that the people in the UK are mainly involved in operating our head office, the ratio produced by comparing CEO remuneration with that of our UK employees is likely to be misleading. As such, we’ve decided not to publish this information. However, the committee takes into account pay relativities and employee wellbeing when setting executive remuneration. We aim to be an employer of choice offering a diverse and inclusive working environment that continues to foster a culture of high performance, wellbeing, skills enhancement and coaching.
Percentage change in remuneration of the directors and employees
This table shows the percentage movement in the salary, benefits and annual bonus for our directors between the current and previous financial year.
Percentage change in remuneration elements from 2019/20 to 2020/21 | Percentage change in remuneration elements from 2020/21 to 2021/22 | Percentage change in remuneration elements from 2021/22 to 2022/23 | Percentage change in remuneration elements from 2022/23 to 2023/24 | Percentage change in remuneration elements from 2023/24 to 2024/25 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Base salary/fees | Benefits1 | Bonus | Base salary/fees | Benefits | Bonus | Base salary/fees | Benefits | Bonus | Base salary/fees | Benefits | Bonus | Base salary/fees | Benefits | Bonus | |
1 The reduction in benefits reflects currency movements, changes to the applicable tax rates and also reflects a reduction in home leave expenses due to the global pandemic. 2 Joined the Board on 1 July 2024. 3 Joined the Board on 1 June 2021. 4 Joined the Board on 1 October 2021 and stepped down on 30 June 2024. 5 Fee increased from 1 November 2021. 6 Stepped down from the Board on 3 July 2024. 7 Joined the Board on 12 October 2021. 8 Joined the Board on 9 May 2024. 9 Joined the Board on 28 October 2024. 10 Based on employees of the Group. 11 Provisional bonuses are used for year-on-year comparison. | |||||||||||||||
Sunil Taldar2 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Jaideep Paul3 | n/a | n/a | n/a | n/a | n/a | n/a | 25% | -5% | -7% | 5% | 22% | 23% | 5% | 0% | -2% |
Segun Ogunsanya4 | n/a | n/a | n/a | n/a | n/a | n/a | 108% | 50.5% | 55.1% | 5% | 35% | 20% | -75% | -97% | -79% |
Sunil Bharti Mittal5 | 0% | 0% | n/a | 97% | 0% | n/a | 69% | -100% | n/a | 0% | n/a | n/a | 17% | n/a | n/a |
Awuneba Ajumogobia | 3% | n/a | n/a | 2% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 12% | n/a | n/a |
John Danilovich6 | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | -71% | n/a | n/a |
Andrew Green | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 28% | n/a | n/a |
Akhil Gupta | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 14% | n/a | n/a |
Shravin Bharti Mittal | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 14% | n/a | n/a |
Annika Poutiainen | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 19% | n/a | n/a |
Ravi Rajagopal | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 0% | n/a | n/a | 17% | n/a | n/a |
Tsega Gebreyes7 | n/a | n/a | n/a | n/a | n/a | n/a | 164% | n/a | n/a | 3% | n/a | n/a | 25% | n/a | n/a |
Paul Arkwright8 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Gopal Vittal9 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Full-time employees10,11 | 5% | -8% | 10% | 6% | -7% | 6% | 7% | 24% | 12% | 7% | 10% | 7% | 7.6% | 5% | 8% |
Payments to past directors and payments for loss of office (audited)
As disclosed in last year’s remuneration report, Segun Ogunsanya retired from Airtel Africa and stepped down as CEO and member of the Board on 30 June 2024. Following the cessation of his employment, Mr. Ogunsanya’s relationship with Airtel will continue until 30 June 2025, during which time he will provide advisory services to the chair and the Airtel Africa Board, in addition to chairing the Airtel Africa Charitable Foundation. The treatment of his remuneration is set out below:
1.
Mr Ogunsanya continued to be paid his contractual salary and benefits up to 30 June 2024 following which no further payments were made.
2.
In accordance with Mr Ogunsanya’s contractual entitlements, which are in-line with local market practice, he was paid an amount of $446k in respect of untaken holiday accrued since his appointment. As required under Dubai employment law, he also received an end of service benefit that amounted to $160k, which was based on the number of years of service in the country.
3.
As a good leaver he was eligible for a bonus in respect of 2024/25 performance pro-rated for the period from 1 April 2024 to 30 June 2024, subject to a performance assessment, and paid entirely in cash on his departure. As a result, he was paid $265k (after pro-rating for the three months served in the financial year) based on a forecast of 2024/25 performance which resulted in a payout of 70% of maximum.
4.
As a good leaver, his outstanding deferred bonus awards vested in full upon departure. This amounted to 249,860 shares for the 2023 award relating to the 2022/23 bonus, and 283,555 shares for the 2024 award relating to the 2023/24 bonus. The 2022 award relating to the 2021/22 bonus vested in line with the normal timetable on 28 June 2024 before his departure.
5.
He was treated as a good leaver in respect of his unvested LTIP share awards. Note that, in view of his planned retirement, no grant of long-term incentives was made to Mr Ogunsanya in 2024, and nor did he receive a salary increase or any other incentive award.
6.
In determining the extent to which Mr Ogunsanya’s inflight LTIP awards should be pro-rated on his departure, the Remuneration Committee took into account:
a.
The strong growth and sustained progress achieved under his leadership, with Airtel Africa continuing to be one of the fastest growing and most profitable telecoms operators in Africa.
b.
The fact that Mr Ogunsanya will continue his relationship with Airtel Africa until 30 June 2025 in two capacities - as chair of the Airtel Africa Charitable Foundation and as an advisor to the chair and the Board of Airtel Africa.
In light of these considerations, the committee decided to pro-rate the number of shares under each LTIP award by reference to 30 June 2025, when Mr Ogunsanya’s fixed term contract as advisor to the chair of the Board will end, rather than 30 June 2024 when he ceased to be CEO. Consequently, no reduction was made to the 2021 or 2022 LTIP awards which had normal vesting dates before 30 June 2025. The 2023 LTIP award was reduced by 33%, reflecting the fact that two-thirds of the service period will have elapsed by 30 June 2025.
7.
In addition to pro-rating for time served, all LTIP awards were subject to performance assessment. For the PSU awards, the performance of Airtel Africa was assessed over the elapsed performance period for the relative TSR element, and for the net revenue and EBITDA margins elements, the performance assessment took into account performance over the elapsed performance period and the outlook for the business over the next one to two years. After making this assessment, the committee made a further reduction of approximately 8% to reflect the uncertainty inherent in making a performance assessment before the end of the performance period. For the RSU awards, the underpin was assessed taking into account performance over the elapsed performance period, and was determined to have been satisfied.
8.
The combined effect of pro-rating for service and the application of the performance condition resulted in 63% of the total number of LTIP shares vesting on 30 June 2024, as shown below.
Award | Shares under award | Reduction for performance assessment | Reduction for pro-rating | Awards vested in 2024/25 | Percentage of award that will vest |
|---|---|---|---|---|---|
PSU – 2022 | 514,688 | 135,787 | 0 | 378,901 | 74% |
RSU – 2022 | 228,750 | 0 | 0 | 228,750 | 100% |
PSU – 2023 | 1,065,621 | 281,136 | 258,873 | 525,612 | 49% |
RSU – 2023 | 355,207 | 0 | 117,216 | 237,991 | 67% |
Total | 2,164,266 | 416,923 | 376,089 | 1,371,254 | 63% |
9.
Post-vesting two-year holding periods on his LTIP awards were waived, but he will be required to hold shares to the value of 125% of base salary for at least two years and all awards will continue to be subject to malus and clawback.
10.
In accordance with policy, Airtel Africa met certain relocation costs associated with the end of his service in Dubai, including the cost of air travel for his family and the cost of shipping of his household goods, which amounted to $58,557 total.
No other payments for loss of office were made during 2024/25. Jaideep Paul’s leaving arrangements will be implemented in financial year 2025/26. These are summarised in the annual statement and will be disclosed in full in this section in the 2025/26 annual report once they have come into effect.
Relative importance of spend on pay
This table sets out the total cost of employee remuneration and total distributions to shareholders through dividends for the year ended 31 March 2025.
$million | 2023/24 | 2024/25 | % change |
|---|---|---|---|
Dividends | $212 | $229 | 8% |
Overall remuneration expenditure | $301 | $302 | 0.3% |
Non-executive directors’ remuneration (audited)
This table summarises the fees payable to non-executive directors. During the year, our committee reviewed the Board fees but no increases were applied.
1 NED fees determined in pound sterling. 2 Adjustable closing FX rate of GBP/USD on 31 March 2025 – £1 = $1.29. | |||
|---|---|---|---|
Role | Annual fee1 In FY 24/25 | Annual fee1 In FY 25/26 | As at 31 March 2025 $2 |
Board chair fee | £350,000 | £350,000 | $451,500 |
Non-executive base fee | £80,000 | £80,000 | $103,200 |
Additional fees | |||
Committee chair fee | £20,000 | £20,000 | $25,800 |
Supplement for senior independent director | £20,000 | £20,000 | $25,800 |
Committee membership fee (one committee) | £10,000 | £10,000 | $12,900 |
Committee membership fee (two committees) | £15,000 | £15,000 | $19,350 |
Executive director service contracts
The CEO has entered into an agreement which may be terminated by either party on six months’ written notice, and the outgoing CFO has entered into an agreement which may be terminated by either party on three months’ written notice.
Statement of directors’ shareholdings and share interests (audited)
The beneficial and non-beneficial share interests of our directors and their connected persons in line with regulations, as at 31 March 2024 and 31 March 2025 (or on appointment or departure to the Board if different), are listed below.
Executive directors (audited)
The CEO must build up and maintain a shareholding in Airtel Africa equivalent to 250% of base salary within five years of being appointed to the Board, whilst other executive directors are required to build and maintain a shareholding of 200% of their salary over the same time period. While an executive director is building to this shareholding level, deferred bonus awards (net of expected taxes) that will apply on vesting will count towards this requirement. LTIP shares that have vested and that are within the two-year post-vesting holding period will also count on a net of tax basis.
To deal with unexpected circumstances, the committee has the discretion to make exceptions and allowances if it sees fit.
| Shareholding at 31 March 2024 | Shareholding at 31 March 2025 | Total shareholding as multiple of salary (%) | Maximum unvested LTIPs | Unvested awards subject to service condition | Unvested options | Vested but not exercised share options |
|---|---|---|---|---|---|---|---|
1 Segun’s shareholding as multiple of salary was calculated using his last full year salary, $1,008,788. 2 During the year, Jaideep Paul exercised his outstanding option awards over 751,086 shares on 16 May 2024 and Segun Ogunsanya exercised his outstanding option awards over 705,632 shares on 1 July 2024. The option awards had an exercise price of GBP 0.8. | |||||||
Sunil Taldar | n/a | 0 | 0% | 1,013,333 | 0 | 0 | 0 |
Jaideep Paul | 1,451,988 | 2,012,894 | 741% | 1,664,419 | 321,119 | 0 | 0 |
Segun Ogunsanya1 | 7,416 | 866,826 | 184% | 0 | 0 | 0 | 0 |
In addition to the share interests set out above, Sunil Taldar and Jaideep Paul both have interests of up to $570k and $482k under the Special one-off incentive award granted in relation to a successful IPO of Airtel Money. Awards were granted on 1 October 2023 to the CFO and on 1 April 2024 to the new CEO. The performance target is to grow the share price of Airtel Money from the amount paid by external shareholders in March 2021 to the date of vesting. Vesting will occur on an IPO (if achieved withing three years of grant) or on a sale of Airtel Money if this takes place prior to the third anniversary of the grant. The awards will be settled in shares in Airtel Money based on the share price at the date of vesting. See the 2023/24 directors’ remuneration report for more on these awards.
Non-executive directors (audited)
| Shareholding at 31 March 2024 | Shareholding at 31 March 2025 |
|---|---|---|
1 Sunil Bharti Mittal and Shravin Bharti Mittal do not have any direct shareholding in the company. Airtel Africa is an indirect subsidiary of Bharti Airtel, a listed company in India. Sunil Bharti Mittal and Shravin Bharti Mittal are members of the Bharti Mittal family group which has an indirect shareholding in Bharti Airtel. Indian Continent Investment and Bharti Global are held ultimately by the Bharti Mittal family group. Each of Bharti Airtel, Indian Continent Investment and Bharti Global hold voting rights in Airtel Africa as set out in the Directors' report on major shareholders. 2 Shares held by Bharti Global, a connected person of Shravin Bharti Mittal for the purposes of this disclosure. | ||
Sunil Bharti Mittal1 | – | – |
Awuneba Ajumogobia | – | – |
John Danilovich | 548,000 | 548,000 |
Andrew Green | – | – |
Akhil Gupta | – | – |
Shravin Bharti Mittal 1 2 | – | – |
Annika Poutiainen | 30,000 | 30,000 |
Ravi Rajagopal | 122,250 | – |
Tsega Gebreyes | – | – |
Paul Arkwright | – | – |
Gopal Vittal | – | – |
There has been no change in the interests of the directors and their connected persons between 31 March 2025 and the date of this report.
Committee governance
The Remuneration Committee is a formal committee of the Board. Its remit is set out in terms of reference available on our website: www.airtel.africa. The committee reviews its performance against these terms each year and is satisfied that it has acted in line with the terms of reference during the year.
Committee composition
Members throughout the year | Member since | Meeting attendance (4 meetings in the year) |
|---|---|---|
Tsega Gebreyes, Chair | October 2021 | 4 (4) |
Awuneba Ajumogobia | April 2019 | 4 (4) |
Paul Arkwright | May 2024 | 4 (4) |
John Danilovich (stepped down during the year) | April 2019 | 1 (1) |
Other regular attendees:
- Chief executive officer
- Group head of HR
- Company secretary
- External remuneration consultants
The committee is authorised to seek information from any director and employee and to obtain external advice. The committee is solely responsible for the appointment of external remuneration advisors and for approving their fees and other terms. The committee recognises and manages conflicts of interest when receiving views from executive directors and other attendees, and no director or other attendee takes part in any discussion about his or her personal remuneration.
In the year, Alvarez & Marsal (A&M) provided remuneration advice and benchmarking data to the committee. They were appointed in light of the experience and expertise of their team in remuneration advisory work, and are expected to provide independent advice. A&M does not undertake any other work for Airtel Africa and has no connection to the Board or any director. A&M have signed the Code of Conduct of the Remuneration Consultants Group requiring their advice to be objective and impartial. As set out in the annual statement, the advice received from A&M is reviewed as part of the annual Board effectiveness review, and the committee is satisfied that the advice received was objective and independent. Total fees paid to A&M for the year in review were £214,450 (excluding VAT) charged on a time and materials basis.
Sums paid to third parties for directors’ services
No sums were paid or received by third parties for the services of any director of Airtel Africa while acting as a director of the company or of any our subsidiaries, or as a director of any other undertaking by our nomination, or otherwise in connection with the management of our company or any undertaking during the year ending 31 March 2025.
Share awards held by the executive directors (audited)
Sunil Taldar
Type of award | Maximum unvested awards held on 31 March 2024 | Maximum awards granted during year | Vested in year | Lapsed | Maximum unvested awards held as at 31 March 2025 | Date of grant | Exercise price | Normal vesting date |
|---|---|---|---|---|---|---|---|---|
2024 LTIP – PSU | Nil | 760,000 | Nil | Nil | 760,000 | 25-Jun-24 | Nil | 25-Jun-27 |
2024 LTIP – RSU | Nil | 253,333 | Nil | Nil | 253,333 | 25-Jun-24 | Nil | 25-Jun-27 |
Jaideep Paul
Type of award | Maximum unvested awards held on 31 March 2024 | Maximum awards granted during year | Vested in year | Lapsed | Maximum unvested awards held as at 31 March 2025 | Date of grant | Exercise price | Normal vesting date |
|---|---|---|---|---|---|---|---|---|
1 Deferred bonus award with a face value of $258.8k awarded in relation to the annual bonus for 2023/24. The award normally vests after two years and is subject to malus and clawback. The share price used to determine the award was based on the average closing share price and FX rate for the three dealing days immediately prior to grant of $1.50. | ||||||||
2021 LTIP – PSP | 390,402 | Nil | 308,212 | 82,190 | Nil | 28-Jun-21 | Nil | 28-Jun-24 |
2021 LTIP – RSU | 182,188 | Nil | 182,188 | Nil | Nil | 28-Jun-21 | Nil | 28-Jun-24 |
2022 LTIP – PSU | 273,281 | Nil | Nil | Nil | 273,281 | 28-Jun-22 | Nil | 28-Jun-25 |
2022 LTIP – RSU | 127,531 | Nil | Nil | Nil | 127,531 | 28-Jun-22 | Nil | 28-Jun-25 |
2022 Deferred bonus | 134,954 | Nil | 134,954 | Nil | Nil | 28-Jun-22 | Nil | 28-Jun-24 |
2023 LTIP – PSU | 452,646 | Nil | Nil | Nil | 452,646 | 27-Jun-23 | Nil | 27-Jun-26 |
2023 LTIP – RSU | 181,058 | Nil | Nil | Nil | 181,058 | 27-Jun-23 | Nil | 27-Jun-26 |
2023 Deferred Bonus | 148,587 | Nil | Nil | Nil | 148,587 | 27-Jun-23 | Nil | 27-Jun-25 |
2024 LTIP – PSU | Nil | 449,931 | Nil | Nil | 449,931 | 25-Jun-24 | Nil | 25-Jun-27 |
2024 LTIP – RSU | Nil | 179,972 | Nil | Nil | 179,972 | 25-Jun-24 | Nil | 25-Jun-27 |
2024 Deferred Bonus1 | Nil | 172,532 | Nil | Nil | 172,532 | 25-Jun-24 | Nil | 25-Jun-26 |
Segun Ogunsanya
Type of award | Maximum unvested awards held on 31 March 2024 | Maximum awards granted during year | Vested in year | Lapsed | Maximum unvested awards held as at 31 March 2025 | Date of grant | Exercise price | Normal vesting date |
|---|---|---|---|---|---|---|---|---|
1 Vested on 30 June 2024 as disclosed in the section on payments for loss of office. 2 Deferred bonus award with a face value of $425.3k awarded in relation to the annual bonus for 2023/24. The award normally vests after two years and is subject to malus and clawback. The share price used to determine the award was based on the average closing share price and FX rate for the three dealing days immediately prior to grant of $1.50. | ||||||||
2021 LTIP – PSU | 735,268 | Nil | 580,474 | 154,794 | Nil | 28-Jun-21 | Nil | 28 Jun-24 |
2021 LTIP – RSU | 326,786 | Nil | 326,786 | Nil | Nil | 28-Jun-21 | Nil | 28 Jun-24 |
2022 LTIP – PSU | 514,688 | Nil | 378,9011 | 135,787 | Nil | 28-Jun-22 | Nil | 28 Jun-25 |
2022 LTIP – RSU | 228,750 | Nil | 228,7501 | Nil | Nil | 28-Jun-22 | Nil | 28 Jun-25 |
2022 Deferred bonus | 136,161 | Nil | 136,161 | Nil | Nil | 28-Jun-22 | Nil | 28 Jun-24 |
2023 LTIP – PSU | 1,065,621 | Nil | 525,6121 | 540,009 | Nil | 27-Jun-23 | Nil | 27 Jun-26 |
2023 LTIP – RSU | 355,207 | Nil | 237,9911 | 117,216 | Nil | 27-Jun-23 | Nil | 27-Jun-26 |
2023 Deferred Bonus | 249,860 | Nil | 249,8601 | Nil | Nil | 27-Jun-23 | Nil | 27-Jun-25 |
2024 Deferred Bonus | Nil | 283,555 | 283,5551,2 | Nil | Nil | 25-Jun-24 | Nil | 25-Jun-26 |
Airtel Africa share price
The closing price of an ordinary share on the London Stock Exchange on 31 March 2025 (the last trading day in the financial year) was 165.6p, with the range between 1 April 2024 and 31 March 2025 being 94.6p to 165.6p.
Statement on voting at the 2024 Annual General Meeting (unaudited)
At our 3 July 2024 AGM, votes cast on the directors’ remuneration report and directors’ remuneration policy were as follows:
| Percentage of votes cast | Number of votes cast | |||
|---|---|---|---|---|---|
For | Against | For | Against | Withheld | |
Directors’ remuneration report | 93.18% | 6.82% | 3,038,332,811 | 222,412,772 | 134,813,454 |
The policy was last put to a binding shareholder vote at our 4 July 2023 AGM with the following outcome:
| Percentage of votes cast | Number of votes cast | |||
|---|---|---|---|---|---|
For | Against | For | Against | Withheld | |
Directors’ remuneration policy | 90.84% | 9.16% | 2,991,605,194 | 301,651,563 | 135,435,718 |
On behalf of the Board
Tsega Gebreyes
Chair, Remuneration Committee
7 May 2025