Directors’ Report 7.3 Contractual Provisions for Executive KMP Executive KMP are employed on individual service contracts that outline the terms of their employment, which include: Duration of Contract Notice Period Employee Notice Period CSL* Termination Payment No fixed term Six months Six months 12 months * CSL may also terminate at any time without notice for serious misconduct and/or breach of contract. CSL may also make a payment in lieu of notice with total termination payment capped at 12 months. The CEO is a US based executive and, under the CEO’s employment contract, CSL has agreed to indemnify the CEO if he is subject to additional tax on his remuneration in any jurisdiction other than the US, CSL will also reimburse the CEO for the net difference between US and foreign tax liabilities after taking into account any credits available to the CEO in the US. Chief Financial Officer Commencement Arrangements Ms Linton commenced as Executive KMP on 5 March 2021 and was granted RSUs on 1 April 2021 as a component of her commencement arrangements (as partial compensation for time-based equity forfeited at her previous employer). The final tranche of this award (396 RSUs) vested on 1 March 2024. Details of the grant terms are set out in the 2021 Remuneration Report. EVP CSL Behring Commencement Arrangements Mr Schmeltz was granted commencement benefits worth US$3,047,000 in the form of cash and equity18, to compensate Mr Schmeltz for the loss of his STI and a pro-rata portion of his LTI awards on cessation of employment with his previous employer, Pfizer. Mr Schmeltz was provided with: • US$213,300 in cash to compensate him for his lost Pfizer STI, paid in July 2023; • 13,615 CSL time-based RSUs, with vesting to occur in March 2024 (5,454 RSUs), March 2025 (5,949 RSUs) and March 2026 (2,212) to compensate him for time-based Pfizer awards; • 1,507 CSL PSUs, subject to ROIC and EPS growth performance hurdles and aligned to the CSL 2022 LTI award, with vesting to occur 1 September 2024 to compensate him for performance based Pfizer LTI awards; and • 1,112 CSL PSUs, subject to ROIC and EPS growth performance hurdles and aligned to the CSL 2023 LTI award, with vesting to occur 1 September 2025 to compensate him for performance based Pfizer LTI awards. As these awards were provided to compensate Mr Schmeltz for loss of his prior remuneration, no amount is payable by him. The RSUs and PSUs do not have an exercise price and will be exercised automatically on vesting. The cash-based incentive and the time-based RSUs are not subject to performance conditions. Mr Schmeltz also received a 2024 LTI award under CSL’s annual LTI program. 7.4 Other Transactions No loans were made, guaranteed or secured, directly or indirectly by CSL or any of its subsidiaries, to any Executive KMP or their related parties during 2024. No loans were made to NEDs during 2024. To the extent that there were transactions between the Company and an organisation with which a NED may be connected or associated, those transactions were all on normal commercial arms’ length terms, immaterial, and the relevant NED had no involvement in any procurement or other Board decision-making related to the transaction. 18. Each PSU and RSU is a conditional right to receive a share in CSL (or a cash equivalent payment). No price is payable by A Schmeltz on the grant or vesting of PSUs or RSUs awarded as a commencement benefit. 94 Limited Annual Report 2023/24
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