Directors’ remuneration report
Part 1: Chair’s introduction
Cynthia Gordon
Chair, Remuneration Committee
1
Our committee reviewed pay levels and policy for senior leadership and executive directors at Airtel Africa, to ensure alignment with our culture and a competitive fit for the African market.
2
Committee membership and attendance | Member since | Meetings attended/held |
|---|---|---|
Cynthia Gordon Chair | April 2025 | 6/6 |
Tsega Gebreyes | October 2021 | 6/6 |
Awuneba Ajumogobia | April 2019 | 6/6 |
Paul Arkwright | May 2024 | 6/6 |
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
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 2026/27 approach and policy.
Part 2: The directors’ remuneration policy
The directors’ remuneration policy – this sets out the remuneration policy for our CEO, CFO, chair and non-executive directors, which will be put to a binding shareholder vote at the forthcoming AGM.
Part 3: Our annual report on remuneration
This sets out in detail how we applied our current remuneration policy in 2025/26, the remuneration received by directors for the year, and how the proposed policy will be applied in 2026/27. This report, which includes the introduction from the committee chair, will be put to an advisory shareholder vote at the AGM.
Chair’s introduction
I’m pleased to present the Remuneration Committee’s report for 2025/26.
Performance outcomes for the year
Annual bonuses for 2025/26 were based on a scorecard of measures: net revenue (35%), EBITDA (35%), operating free cash flow (10%) and ESG and governance objectives (20%). Airtel Africa continued to perform very strongly during 2025/26 and exceeded all targets for the financial measures. Net revenue growth was 24.1% on a constant currency basis, growth in EBITDA was 30.4% and growth in operating free cash flow was 29.8%. Both of our executive directors in the year also had role-specific personal objectives for the year – see Part 3 Personal Objectives for details. As a result, the bonus performance outcomes were 87.9% for our CEO, and 87.5% for our CFO and former CFO.
During the year, the cash flow targets were adjusted following the Board’s mid-year approval of additional capex to support home broadband services, increasing data capacity, improved network resilience and to cater to increased market competitiveness. The adjustment was made to ensure the targets remained of equal toughness to when they were originally set and to prevent the executives being penalised for an investment which will support future revenue growth. If the adjustment had not been made, the bonus performance outcome would have been 84.8% and 84.4% of the maximum opportunity. When setting targets for future bonus and LTIP awards, the forecast revenue benefit from this additional capex will be taken into account so that targets continue to be sufficiently stretching.
As set out below, no discretion was applied to the formulaic bonus outcomes for the year based on performance against the targets. One-third of bonus will be deferred into shares for two years.
No LTIP awards were due to vest to the CEO or CFO based on performance during the period to 31 March 2026. However, our former CFO, who left during the year, was granted an LTIP award in 2023 which vested based on performance up to 31 March 2026. This award vested at 100% (pro-rated for time served to 9 July 2025) reflecting strong performance over the past three years. Net revenue growth was 24.9% per annum in constant currency, TSR performance of 249.7% was comfortably above the upper quartile of the comparator group, and underlying EBITDA margin increased by 2.13% in constant currency. See Part 3 Share awards for further details on this award and the treatment of the former CFO’s remuneration on leaving.
Considering formulaic outcomes
Our committee reviewed the formulaic outcomes against the bonus and LTIP targets. Given the very strong performance during 2025/26 and over the last three years, the committee considered the formulaic outcomes of the bonus and LTIP 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.
Remuneration policy changes
The committee’s main focus during the year has been reviewing the Remuneration Policy, which was last approved by shareholders at our 2023 AGM with 90.84% votes in favour. Our committee designed this policy to be appropriate for a UK-listed company with a secondary listing on the Nigerian Stock Exchange, and which operates in 14 countries in Africa. We regularly review the policy to ensure it operates as intended and continues to be in line with best practice and our business strategy.
The committee has decided that the policy continues to be appropriate at this time because it can provide market competitive pay levels, takes into account Airtel Africa’s unique circumstances, and incorporates best practice features in line with UK best practice, such as bonus deferral, post-vesting holding periods, in-employment and post-employment shareholding requirements, and clawback and malus provisions. As a result, the committee is not proposing any substantive changes to the policy approved in 2023. The new policy is set out in Part 2 Directors’ Remuneration Policy.
Implementation of policy in 2026/27
As indicated in previous year’s remuneration reports, CEO and CFO remuneration could be subject to increases over the coming years depending on experience, performance in role and the performance of the company. Over the last year, our executive directors have performed very strongly, and led the company through a period of development and growth which has contributed to an annual share price increase of +106% and a corresponding increase in our FTSE rank from 63rd to 44th.
As a result of this exceptional performance and the laying of a strong foundation for future growth, the committee has reviewed executive director pay levels in the context of FTSE 100 companies of similar size and our African and European Telco competitors, and determined that an increase to total compensation would be appropriate. As a result, the CEO’s base salary will be increased by 20% from $836k to $1,000k which reflects his performance and almost two years in role, and the CFO’s base salary will be increased by 12% from $325k to $364k also reflecting his performance and time in role since July 2025. Performance share awards will also be increased from 150% to 190% of salary for the CEO, and from 100% to 160% of salary for the CFO. These increases are within the permitted headroom in the current policy, and the majority of the increase in total compensation will be delivered in performance shares to provide alignment with shareholders and incentivise the achievement of Airtel Africa’s long-term growth aspirations.
As mentioned earlier in the Annual Report, the current chair will step down and fewer non-executive directors will continue to serve on the Board. In this context, fees and fee structure for the chair and non-executive directors were reviewed during the year. As a result of this review, the chair fee will change from $350k to $300k and the non-executive director base fee will be increased from $80k to $85k. The fee for the new deputy chair will be set at $95k. Due to the change in structure of the Board, these changes will result in a decrease in total non-executive director fees paid to the Board.
One-off all-employee share awards
Following discussions with employees, the Board noted a strong desire for participation in share ownership in the company. As a result, a conditional one-off all-employee award was approved in 2025, with awards of an equal size granted to all participants. In reaching this conclusion, the Board considered the lasting benefits of the award, including enhanced accountability, employee engagement and retention. Fostering a deeper sense of collective ownership in the company is consistent with the ‘I am Airtel, we are Airtel’ culture and further reinforces alignment with long-term value creation.
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 and remuneration policy 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 2026 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.
Cynthia Gordon
Chair, Remuneration Committee
7 May 2026
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 2025/26
During the financial year, the committee:
- Reviewed the existing remuneration policy and agreed minor changes to improve clarity and structure
- Agreed annual salary increases and reviewed senior executive remuneration
- Set targets for the annual bonus and long-term incentive plans
- Granted awards under our share plans
- Determined the level of bonus payments for the previous financial year
- Determined the level of vesting for long-term incentive awards
- Reviewed fees for non-executive directors
- 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 substantive changes to policy were 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
Following the introduction of the Employee Connect initiative last year, our independent non-executive directors met virtually with colleagues. This enabled conversations that provided employees with another way to share their ideas and concerns directly with directors, and enabled our Board members to update the Board directly on matters raised, including remuneration and benefits.
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 our main activities seen as effective: how we manage meetings, the quality of the committee’s relationships (including with external consultants), our communications with shareholders, the annual cycle of work and review, and our oversight of key areas of responsibility. The evaluation also found the committee to be effective in aligning executive remuneration with the Group’s strategic operational and sustainability objectives.
We discussed the findings of the 2026 evaluation and concluded that we had operated effectively throughout the year. Areas where our committee provided challenge to management are identified in this report. We also confirmed our areas of focus for the year ahead.
2025/26 evaluation
Remuneration Committee
Outcome
Area of focus
Key themes and areas for focus
Pay for performance alignment
Action
Sharpening the committee’s narrative on how remuneration outcomes align with performance, culture and long-term value creation
Summary of remuneration
FY2025/26 performance – Our business performance
Net revenue
$5,343
24.1% increase on last year in constant currency
EBITDA
$2,986
30.4% increase on last year in constant currency
Operating free cash flow
$2,103
29.8% increase on last year in constant currency
Annual bonus outcomes
All amounts are in $million | Weighting | Threshold | Target | Maximum | Actual | Outcome |
|---|---|---|---|---|---|---|
Net revenue | 35% | 5,040 | 5,170 | 5,299 | 5,343 | 35% |
Underlying EBITDA | 35% | 2,731 | 2,827 | 2,923 | 2,986 | 35% |
Operating free cash flow | 10% | 1,846 | 1,942 | 2,038 | 2,103 | 10% |
Non-financials CEO – see Bonus outcomes | 20% | 7.9% | ||||
Non-financials CFO – see Bonus outcomes | 20% | 7.5% |
Long-term incentive plan
The performance period for LTIP awards granted in 2023 ended on 31 March 2026. After assessing the PSU performance condition and the RSU underpin as summarised in the table below, awards vested to the former CFO. These amounts are included in the single figure table in Part 3 2025/26 remuneration of directors.
Metric | Weighting | Threshold (25%) | Target (50%) | Max (100%) | Actual | % achievement of maximum |
|---|---|---|---|---|---|---|
Net revenue CAGR | 40% | 15.0% | 16.0% | 16.9% | 24.9% | 100% |
Increase in underlying EBITDA margin | 40% | 0.93% | 1.28% | 1.42% | 2.13% | 100% |
Rank of Airtel Africa TSR against the members of the MSCI Emerging Markets Communication Services Index | 20% | Median (8.5% TSR) | n/a | Upper quartile (42.5% TSR) | Above Upper Quartile (249.7%) | 100% |
Single figure of remuneration ($000s)
Reflects the period from joining the Board.
Does not include the former CFO, who only served part of the year as a director
Link between remuneration and business strategy – metrics for 2026/27
Annual bonus
Metric | Weighting | Why chosen |
|---|---|---|
* measured in constant currency | ||
Net revenue* | 35% | Key indicator of our growth, market penetration and customer retention |
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 | Weighting | Why chosen |
|---|---|---|
* measured in constant currency | ||
TSR, relative to a peer group of competitors For grants in 2026, 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’ interests |
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 |
Proposed remuneration structure for 2026/27
Component
Purpose and link to strategy
Timeframe
Deferral and holding requirements
Proposed implementation for 2026
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 2026
CEO: $1,000,000
CFO: $364,000
Component
Benefits (including pension)
Purpose and link to strategy
To provide market-competitive benefits
Timeframe
Deferral and holding requirements
n/a
Proposed implementation for 2026
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 2026
CEO: 150% of base salary maximum
CFO: 105% of base salary maximum
Metrics1: Net revenue, 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 2026
CEO grant: 190% of base salary maximum in PSP and 50% of base salary maximum in RSUs
CFO grant: 160% 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
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 2026
CEO: 250% of salary
CFO: 200% of base salary
1 The target ranges are considered by the committee to be commercially sensitive and will be disclosed in the 2026/27 directors’ remuneration report for the annual bonus, and at the time of performance measurement for the LTIP.
2 No awards under the special incentive are planned for 2026/27.