16. Remuneration Report Dear Fellow Shareholder, 1 N PATA is defined as the statutory net profit after tax before impairment and amortisation of acquired intellectual property, business acquisition and integration costs and the unwind of the inventory fair value uplift. On behalf of the Board of Directors, I am pleased to present CSL’s Remuneration Report (Report) for the financial year ended 30 June 2023 (2023). This Report contains detailed information regarding CSL’s Key Management Personnel (KMP) for 2023. CSL plays a critical role in the global community – providing life-saving therapies to people with serious disease, and vaccines that protect public health. The Board is proud of the entire CSL team for delivering on this promise during 2023. Delivering on our Promise in 2023 Under the leadership of our former Chief Executive Officer and Managing Director (CEO), Mr Paul Perreault, and our CEO, Dr Paul McKenzie, CSL remained focused on its promise to patients and public health and delivered: • NPATA1 attributable to CSL Limited shareholders of US$2,610m; • Cashflow fromOperations (CFO) of US$2,601m; • An annual Return on Invested Capital (ROIC) of 12.2%; • Earnings per Share (EPS) based on net profit attributable to CSL Limited shareholders of US$4.55; • Strong plasma collection growth and 12 new plasma centres opened; • Continued growth in the Research and Development pipeline progression; • HEMGENIX® launched in the US and EU; • New registrations across all therapeutic areas; • A licence agreement signed with Arcturus Therapeutics for late-stage self-amplifying mRNA vaccine technology; • Completion and progression of capacity and capital expansion projects; and • Significant progress on embedding long-term sustainability approaches and governance with all targets achieved. We also welcomed Vifor Pharma to the CSL Group, adding a complementary portfolio of products and a market leading position in the nephrology and iron deficiency fields. The integration is substantially complete and the cost synergies are well on track. KMP Changes As announced in December 2022, Dr McKenzie was appointed as an Executive Director on 13 December 2022 and commenced as CEO on 6 March 2023. Details of Dr McKenzie’s CEO arrangements can be found in section 2.2 of the Report. Mr Perreault stepped down as CEO on 5 March 2023 and from that date ceased to be KMP. He remains with the company as a strategic advisor until he retires on 6 September 2023. Details of Mr Perreault’s termination arrangements can be found in section 2.2 of the Report. We are also pleased to welcome Mr Andrew Schmeltz who joined CSL on 30 June 2023 in the role of Executive Vice President CSL Behring. Mr Schmeltz will become KMP during 2024. Finally, Mr Bruce Brook has indicated that he will retire from the Board during the 2024 financial year after serving four terms as a Non-Executive Director (NED). 2023 CEO Remuneration Outcomes On appointment to his role as CEO, Dr McKenzie’s remuneration package comprised: • Fixed Reward of US$1,750,000; • A short term incentive (STI) target of 120% of Fixed Reward; and • A long term incentive (LTI) target held at 425% of Fixed Reward. These amounts result in a Total Target Direct Compensation that is 10% lower than for the former CEO. For the full 2023 performance year, Dr McKenzie will receive a STI payment of US$1,376,890 (51% of maximum opportunity) for performance across both the Chief Operating Officer and CEO roles. As the ROIC performance targets set for LTI awards tested in 2023 were not all met, there was only partial vesting of Dr McKenzie's awards. The 2023 ‘realised’ remuneration for Dr McKenzie was US$4,351,551. As communicated in the 2022 Report, Mr Perreault received a Fixed Reward increase of 3.5% effective 1 September 2022 taking this to US$1,866,654. There was no change to his STI target and he received an increase in his LTI target to 450% from 400% of Fixed Reward. For the period he was KMP, Mr Perreault will receive a STI payment of US$1,537,182 and has 2023 ‘realised’ remuneration of US$6,040,346, including partial vesting on LTI outcomes. Board Adjustments Applied to Remuneration STI The Board reviews the quality of earnings and riskmanagement outcomes each year. This year the Board made some adjustments to NPATA and CFO for matters not anticipated at the time of target setting, which resulted in a net adjustment downward to STI outcomes. The NPATA vesting outcome was at target and the CFO outcome was below target. Further detail is provided in section 5.2. The Leading and Managing Modifier was not applied in 2023. LTI Looking forward, there are three unvested LTI awards that were granted to Executives prior to the acquisition of Vifor Pharma (granted over calendar years 2019 to 2021). These will be tested in calendar years 2023 and 2024. 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 the time and did not consider a material acquisition. The Board has determined that it will keep these performance targets and what is measured constant and will take into account CSL Vifor performance when considering overall vesting outcomes. Further detail is provided in section 10.3. All grants made after the acquisition include the contribution of CSL Vifor. The Board also retains discretion to adjust outcomes to take account of company performance, individual performance and alignment with the shareholder experience. CSL Limited Annual Report 2022/23 85
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