Directors’ Report 10. Additional Employee Equity Programs and Legacy Plan Information In addition to the Executive Performance and Alignment Plan LTI program described earlier in this Report, CSL operates two additional employee equity programs – the Global Employee Share Plan and the Retain and Grow Plan. An overview of those programs is provided below. 10.1 Global Employee Share Plan CSL’s Global Employee Share Plan (GESP) provides all employees the opportunity to share in the ownership of our company and share in our future. Operating across two six month contribution periods, an employee can elect to make post tax salary contributions between A$365 and A$12,000 per six month period. The employee then receives shares at a 15% discount to the applicable market rate over the five day period up to and including the first and last ASX trading days of the six month period, whichever is the lower. Shares are then held in restriction for a period of one or three years as determined upfront by the employee. The shares may be issued or purchased on market. To participate in GESP an employee must have at least six months service at the start of the contribution period. Participation is open to permanent full or part time and fixed term contract employees and excludes Executive Directors. 10.2 Retain and Grow Plan The CSL Group Retain and Grow Plan (RGP) LTI program is designed to attract, motivate and retain key talent across the organisation. RGP provides eligible employees with longer-term share ownership in CSL, enabling them to share in the company’s success and any capital growth. The RGP recognises those individuals in management roles (Manager to Senior Vice President) across the CSL Group. Awards under the RGP are not guaranteed and the CSL Board will review participation on an annual basis. Key plan elements are as follows • A conditional ‘right’ to a CSL share (i.e. full value instrument) or at the Board’s discretion, a cash equivalent payment. No price is payable by the participant on grant or vesting of rights. Shares are automatically allocated (or cash automatically paid) without the need for exercise by a participant; • The security granted is a RSU; • LTI opportunity set as % of local salary (converted to A$ at grant); • Number of RSUs determined using face value (five day weighted average share price); • Individual performance hurdle – must not fail to meet performance expectations; • 33% of RSUs will vest on the first and second anniversaries of the Issue Date, with the remaining 34% vesting on the third anniversary; • There is no retesting of awards; • On cessation of employment a ‘qualified leaver’ (such as retirement or redundancy) will retain a pro-rated number of RSUs based on time elapsed since grant date, subject to original terms and conditions. If a participant is not a ‘qualified leaver’, all unvested awards will be forfeited unless the Board determines otherwise; • In the event of a change of control, the Board, in its absolute discretion, may determine that some or all of the awards vest having regard to the performance of the participant during the vesting period to the date of the change of control event. Vesting may occur at the date of the change of control event or an earlier vesting date as determined by the Board; and • No dividends or dividend equivalents are paid on unvested awards. Participants are only eligible for dividends once shares have been allocated following vesting of any RSUs. RSUs do not carry any voting rights prior to vesting and allocation of shares. Our Senior Vice President and Vice President employees participate in both the Executive Performance and Alignment PSU (described in section 3.2.5) and RGP LTI Plans with a higher portion of awards aligned to the executive plan. The RGP is also used for commencement benefits, retention and recognition awards at all levels of the organisation. The difference to the annual program is the vesting schedule, which is reviewed and determined on a case by case basis. 10.3 Key Characteristics of Prior Financial Year Performance Share Unit Grants The following table provides information on the key characteristics of the LTI programs on foot during the 2023 reporting period. The 2019 (granted 1 September 2018), 2020 (granted 1 September 2019) and 2021 (granted 1 September 2020) PSU LTI awards have the same key characteristics as the 2023 (granted 1 November 2022) award disclosed in section 3.2.5 with the exception of the hurdle, performance period, performance targets and vesting dates as outlined in Table 18. The ROIC component of the 2022 award (granted 1 September 2021) also aligns with the above, and an EPSg measure was added, weighted 30% of the award. Details are also included in Table 18 with remaining terms aligning with the detail provided in section 3.2.5. For the three unvested LTI awards that were granted to Executives prior to the acquisition of Vifor Pharma – 2020 tranche 4 (granted 1 September 2019), 2021 tranches 3 and 4 (granted 1 September 2020) and the 2022 award (granted 1 September 2021) – that will be tested in calendar years 2023 and 2024, the Board has determined that it will make an adjustment to the financial results that will be used to determine vesting. At the time of the grants, performance hurdle targets against the metrics of ROIC and EPS growth, were set based on the financial projections undertaken at that time and did not consider a material acquisition. The Board has determined that it will not adjust the performance targets and will exclude the impact of CSL Vifor from the audited financial results of the CSL Group to determine the testing outcomes. This will involve the exclusion of the CSL Vifor contribution to Earnings before Interest and Tax (for the ROIC calculation) and NPAT (for the EPS calculation) and the adjustment of debt and equity (for ROIC) to remove the funding specific to the Vifor Pharma acquisition. EPS will be calculated by excluding the shares issued to fund the acquisition from the denominator of the EPS calculation and using NPAT excluding CSL Vifor from the numerator. However, the Board will take into account CSL Vifor performance when considering the overall vesting outcomes. All grants made after the acquisition include the contribution of CSL Vifor. The Board also retains discretion to adjust vesting outcomes considering company performance, individual performance and shareholder experience. CSL Limited Annual Report 2022/23 110
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