Remuneration Report Dear Fellow Shareholder, On behalf of the Board of Directors, I am pleased to present CSL’s Remuneration Report (Report) for the financial year ended 30 June 2025 (2025). This Report contains detailed information regarding the remuneration of CSL’s Key Management Personnel (KMP) for 2025 as well as information on CSL’s Executive Remuneration Framework. Delivering Enduring Patient Impact Throughout the Annual Report you can read about CSL’s operational and financial highlights for the year. CSL continues to bring people and science together to solve complex challenges and deliver enduring patient impact in areas of high unmet medical need. This section of the Director’s Report focusses on CSL’s people. In a year with a great deal of uncertainty, CSL has shown flexibility and resilience and remained focused on attracting and keeping the right talent. A fair and transparent reward framework, aligned with shareholder interests, is a big part of this and is complemented by our focus on inclusion and belonging, equal pay for equal work and other people-focused programs. Of course, our people programs must also be aligned with the interests of shareholders. Response to the 2024 Remuneration Report First Strike At our 2024 Annual General Meeting (AGM) CSL’s shareholders sent us a message on remuneration, with a vote of 26.36% against adopting our 2024 Remuneration Report, resulting in a “first strike” under the Corporations Act. To fully understand the concerns of our shareholders and inform our actions to address these concerns we undertook two rounds of engagement meetings this year. At a business level shareholders were disappointed in CSL’s share price growth and the post-acquisition performance of CSL Vifor. The letters from our Chief Executive Officer and Managing Director (CEO) and Chair earlier in this report address these concerns and outline how CSL and CSL Vifor in particular have delivered growth this year. My focus in this letter is our actions to address shareholder concerns around remuneration. The three key concerns were: – The ROIC performance threshold in our Long-Term Incentive plan was not sufficiently challenging; – The quantum of Board downward discretion on the in-flight Long-Term Incentive (LTI) award outcomes for the former CEO’s LTI award; and – The use of Net Profit after Taxation and Amortisation (NPATA) as a Short-Term Incentive (STI) measure. The Board acknowledges these concerns and feedback and over the past 12 months has undertaken a review of CSL’s remuneration framework. The Board has concluded that whilst the overall executive remuneration framework remains fit for purpose, there are improvements required in its application to address shareholder concerns. These are outlined below with further detail in section 2.3 below. Topic CSL’s Response LTI ROIC performance threshold was not sufficiently challenging Recognising shareholder concerns around threshold payout, we have reduced the quantum payable at the ROIC threshold from 50% to 33%. We also placed significant focus on ensuring a more robust process was undertaken in LTI target setting, including: – C onsidering market guidance when determining LTI targets, in addition to CSL’s budget, forecast and historical financial performance. – O btaining additional scenario modelling, including consideration of the impact of different market and internal conditions on company performance and remuneration outcomes. The Board believes the ROIC and EPS targets for the FY26 LTI award (which will be disclosed in the 2025 Notice of AGM) are appropriate and aligns executive reward with the shareholder experience. LTI Board discretion on LTI award outcomes CSL acknowledges the concerns raised regarding the quantum of the downward adjustment applied to the former CEO’s LTI award vesting following the acquisition of Vifor Pharma in 2022. The Board is committed to ongoing vigilance when exercising discretion following major corporate events. STI The use of NPATA as an STI measure CSL continues to believe NPATA is the right measure for the business at this time. However, we recognise there are different views on this matter and have increased reporting and transparency of the reconciliation of NPATA to NPAT. Our remuneration framework will continue to support our promise to patients and public health, CSL Values and strategy, and align shareholders and executives. 61 CSL Limited Annual Report 2024/25
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