Our executive remuneration at a glance

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* At constant exchange rates

** Positive employee engagement as measured in the 2021 Great Place to Work survey.

 

 

As a result of the performance shown above:

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This Annual report on directors’ remuneration will be put to shareholders for an advisory vote at the AGM on 21 July 2022. The Remuneration Committee has prepared it on behalf of the Board in line with the UK Companies Act 2006, Schedule 8 to the UK Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and the Listing Rules of the UK Financial Conduct Authority. All of the sections which have been audited by the Company’s external auditor, KPMG, have been noted.

What did we pay our executive directors in the year? (audited)

The table below shows the single total figure of remuneration for the executive directors, for the years ended 31 March 2022 and 31 March 2021. Further explanatory information is set out below the table.

1 In FY21 our executive directors voluntarily waived 25% of their contractual base salary for six months. FY21 gross salary is the base salary the executives would have received if they had not waived entitlement to a portion of their salary. The amounts of salary waived by Brian Cassin, Lloyd Pitchford and Kerry Williams in FY21 were £121,562, £75,000, and US$128,125 respectively.

2 For Kerry Williams, the salary also reflects the timing of US payroll payments.

3 For Lloyd Pitchford the value shown in benefits includes the gain realised on exercising 1,470 Sharesave options granted under the 2016 5-year UK Sharesave Plan. The share price on the date of exercise, 25 November 2021, was £33.94 and the exercise price was £10.20.

4 The FY21 annual bonus opportunity is calculated as a percentage of the executive director’s annual base salary. Brian Cassin, Lloyd Pitchford and Kerry Williams’ FY21 annual bonus entitlements were calculated on their gross salary amounts for the year of £972,500, £600,000 and US$1,025,000 respectively.

5 Value delivered through performance is calculated as the number of shares vesting under the CIP and PSP multiplied by the share price on the date of grant. With the exception of the SAYE options exercised by Lloyd Pitchford in November 2021, included above in benefits, none of the executive directors exercised share options in the years ended 31 March 2022 or 2021.

6 For FY22, the value delivered through share price growth and dividends is calculated as (i) the difference between the average share price in the last three months of the financial year and the share price on the date of grant multiplied by the number of vested performance shares, plus (ii) dividend equivalent payments for the number of vested performance shares. For FY21, this is calculated based on (i) the difference between the share price on date of vest and the share price on the date of grant multiplied by the number of vested performance shares, plus (ii) dividend equivalent payments for the number of vested performance shares.

7 For FY22, the total single figure of remuneration for Brian Cassin and Lloyd Pitchford in US$, applying the average exchange rate over the year of £1:US$1.3665 (2021: £1:US$1.3081), is US$13.6m (2021: US$10.2m) and US$8.4m (2021: US$6.3m) respectively.

How has the single figure been calculated? (audited)

Salary

Salary increases typically take effect from 1 June. The Committee approved salary increases for executive directors of between 2.3% and 2.5% with effect from this date:

In awarding these increases, we considered a number of factors, including the approach to employee remuneration throughout the Group, the prevailing economic conditions and positioning against the market as well as individual performance. The global employee salary review budget for FY22 was 3.2% and for our employees in the USA and UK the salary review budget was 2.5%.

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Benefits and pension

Taxable benefits include life insurance, private healthcare, a company car or car allowance and, where relevant, the value of any gain realised on exercising Sharesave options.

Brian Cassin and Lloyd Pitchford are eligible to participate in a defined contribution pension plan but elected not to do so during the year ended 31 March 2022. In 2022, Brian Cassin received a cash supplement of £198,250 (2021: £194,500), and Lloyd Pitchford received a cash supplement of £122,500 (2021: £120,000), in lieu of their pension contributions.

Kerry Williams participates in a defined contribution plan (401k). The company contribution to this during the year was US$11,831 (2021: US$9,644).

Lloyd Pitchford participated in the 2016 UK all-employee Sharesave Plan. The gain realised by Lloyd Pitchford on exercising his Sharesave options, granted in June 2016, was £34,898.

No executive director has a prospective right to a defined benefit pension.

Annual bonus

Overview

All Experian employees participate in a variable pay plan. We have one annual bonus plan in operation across Experian and the majority (c.13,000) of our workforce participate in this plan. The remainder of employees participate in a sales commission plan. How the annual bonus plan works varies slightly depending on region and grade. For the vast majority of employees, annual bonus awards are based on the performance of their particular business line or region.

Executive directors are required to defer half of any bonus earned for three years through the CIP, although they may choose to defer more. This year, as in previous years, all three executive directors chose to voluntarily defer their full bonus payments into the CIP.

Our executive annual bonus plan is based upon two performance metrics, which are Benchmark EBIT growth (80% weighting) and revenue performance (20% weighting). Benchmark EBIT is an important earnings metric and focuses on items directly within management’s control. To balance the profit focus of Benchmark EBIT, revenue performance growth was added to the bonus plan in FY20 to provide an important quality of earnings element to the annual performance.

How do we set the bonus targets?

Performance-related pay is a key component of our reward structure for all employees and, as such, setting stretching targets is a critical focus area for the Committee. Every year we undertake a rigorous exercise to ensure that our targets are sufficiently stretching, taking into consideration the external marketplace and our own performance aspirations. The Committee considers targets at three separate Remuneration Committee meetings during the year:

The Committee is able to take a holistic approach to target setting as all our non-executive directors sit on the Remuneration Committee, as well as on all of our other principal Board Committees. This ensures Committee members are fully apprised of the wider business context and the Group’s business prospects over the coming years, particularly as the Board meeting to discuss the budget and business plan usually takes place prior to the Remuneration Committee meeting.

Annual bonus outcome

Revenue performance is calculated as the Group total revenue growth after the removal of intra-Group sales, and Benchmark EBIT is based on ongoing activities. Performance is measured on a constant currency basis to strip out the effects of exchange rate fluctuations, which are outside of management’s control. The Committee also excludes the impact of any material acquisitions or disposals made in the year, to ensure both metrics are measured consistently, which is in line with our approach to long-term incentive plan measures.

The FY22 annual bonus targets were set at a very stretching level that, for both metrics, required double-digit growth to achieve target. Building on the resilient performance of FY21, these targets were designed to signal our unchanged ambition of pre-pandemic times.

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The table below shows our growth in Benchmark EBIT and revenue performance for bonus purposes relative to the FY22 agreed targets.

Before approving the annual bonus outcomes, the Committee discussed whether or not the proposed payout was appropriate in the context of both the current external environment and the Group’s wider business performance during the year. The Committee also considers other factors reviewed by the Board, such as our Net Promoter Score, employee experience, employee engagement results, direct employee feedback to the Committee Chair at the People Forum, and the broader stakeholder experience over the financial year.

As set out earlier in the Report, the Group’s performance in the year was very strong, particularly in the context of the uncertain external economic environment. The Committee agreed that the Company’s financial performance was aligned with its holistic assessment of performance and was also satisfied that it did not need to exercise any discretion, and that the level of bonus payout was appropriate.

As such, the resulting annual bonus outcomes for each executive director (up to a maximum of 200% of salary), for the year ended 31 March 2022, are set out in the table below.

Each of the executive directors has elected to defer their full bonus into Experian shares under the CIP for a three-year period. Deferred bonus shares are not subject to any further conditions but may be matched, subject to the conditions set out in the CIP awards section below.

Share-based incentives

The share-based incentive amount included in the single total figure of remuneration is the combined value of the CIP and PSP awards vesting in respect of the relevant financial year. For FY22, these relate to the awards granted on 12 June 2019 and for FY21 they relate to the awards granted on 7 June 2018. Vesting in 2022 for both the CIP and PSP awards is determined based on performance over the three years ended 31 March 2022 as well as continued service.

The 2019 LTI targets were set in May 2019, when our growth ambitions were to achieve sustainable annual high single-digit growth and the Committee has not exercised any discretion, or made any adjustments, in determining the vesting outcomes for the 2019 LTI awards. Our strong performance in the first and final years of the performance period, combined with our resilient financial performance in FY21, where we continued to grow despite the challenges presented by the global pandemic, resulted in the formulaic vesting results outlined in the table below. The Committee reviewed the financial performance delivered, but also considered the experience of our investors, employees and other stakeholders over the three-year performance period. Through this broadest lens the Committee judged the formulaic results to be a fair and balanced outturn and, as such, did not make any adjustments to the vesting results. The tables below show the performance achieved against the targets for the CIP and PSP awards granted in June 2019:

CIP awards

PSP awards

1 Straight-line vesting between the points shown.

2 The maximum opportunity, which requires 100% vesting, results in a two-for-one match on the bonus deferred.

3 In line with the approach taken in previous years, the cumulative Benchmark operating cash flow targets shown above have been adjusted compared to those originally set to take into account the impact of acquisitions and disposals made over the performance period. The actual cumulative Benchmark operating cash flow over the performance period, of US$4.7bn, is determined on a constant currency basis. This is in line with our approach for all performance metrics, to ensure that awards are measured on a consistent basis.

No discretion was applied in determining the share-based payments that vested in either FY22 or FY21.

The June 2019 awards had not vested at the date this report was finalised, and so the reported value of the awards has been based on the average share price in the last three months of the financial year, which was £30.15. The value of the awards included in the single total figure of remuneration is as follows:

The value of Kerry Williams’ shares has been converted into US dollars at a rate of £1:US$1.3409, which is the average rate during the last three months of FY22.

Dividend equivalents of 142.50 US cents per share will be paid on vested shares. These represent the value of the dividends that would have been paid to the owner of one share between the date of grant and the date of vesting.

The chart below shows the make-up of the CEO’s FY22 single figure value, including £6.7m relating to the LTI. Of the £6.7m LTI value disclosed for the CEO, 77% is the value at grant, 3% is the value of dividend equivalent payments and 20% is a result of share price growth between the grant date and the average price over the last three months of the financial year – which grew by over 26%. The same proportions are true for the other executive directors.

Update to 2021 disclosure

We originally calculated the value of the share awards realised by our executive directors in 2021 using the average share price from 1 January 2021 to 31 March 2021, in line with the prescribed single figure methodology. This has now been revised to reflect the actual share price and exchange rate on vesting, as follows:

What share-based incentive awards did we make in the year? (audited)

On 8 June 2021, awards were granted to the executive directors under the CIP and PSP. The face value of awards made to Brian Cassin and Lloyd Pitchford is shown in pounds sterling; the face value of awards made to Kerry Williams is shown in US dollars. The number of shares awarded to Kerry Williams was calculated using the average exchange rate for the three days prior to grant of £1:US$1.42. All awards have been calculated using a three-day average share price.

In line with the CIP rules, invested shares for Brian Cassin and Lloyd Pitchford were purchased with their bonuses net of tax. In line with the rules of The Experian North America Co-investment Plan, invested shares for Kerry Williams were calculated with reference to his gross bonus. Matching awards are based on the gross value of the bonus deferred.

Details of these awards are set out in the following table:

1 The number of shares awarded to executive directors under the CIP was based on the share price at which invested shares were purchased in the market and the face value shown above is based on this. This price was £26.84.

2 The number of shares awarded to executive directors under the PSP was based on the average share price for the three days prior to grant, which was £26.59, and the face value shown above is based on this.

PSP awards and CIP matching shares granted in June 2021 will vest subject to the achievement of the following performance conditions:

1 Straight-line vesting between the points shown.

2 Measured on an ongoing activities and constant currency basis.

The Committee retains the right to vary the level of vesting if it believes that the level of vesting determined by measuring performance is inconsistent with the Group’s underlying financial and operational performance over the performance period. These awards will also only vest if the Committee is satisfied the vesting is not based on materially misstated financial results.

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How is the CEO’s pay linked to Experian’s performance?

The chart below shows Experian’s annual TSR performance compared to the FTSE 100 Index over the last ten years. The FTSE 100 Index is the most appropriate index as it is widely used and understood, and Experian is a constituent of the index.

The table below sets out our CEO’s pay for the last ten financial years:

1 Prior year numbers have been updated to reflect actual long-term incentive plan outcomes.

2 The maximum LTIP opportunity varies as the CIP opportunity is based upon the actual bonus earned.

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CEO pay ratio

Experian is committed to good corporate governance and transparency in the reporting of remuneration for our executive directors and employees. We have presented below the CEO pay ratio for the year ended 31 March 2022, in line with the UK regulatory requirements. The pay ratios have been calculated using Option A of the three methodologies provided under the regulations, which we believe is the most statistically accurate approach.

The CEO value used is the total single figure remuneration data for FY22 of £9.9m, as outlined on page 131 of this Report. For UK employees, total pay and benefits are based on actual earnings for the year to 31 March 2022. Annual incentive payments for employees have been calculated using the Experian Group financial performance outcome for FY22, as disclosed on page 133, rather than any regional or market business performance results, to ensure a like-for-like comparison across remuneration structures. Selected employee grades below senior management level are also eligible for annual awards of restricted stock, rather than the performance share awards provided to senior management. Where applicable, the LTI value for employees has been calculated by applying the average share price for the three months prior to 31 March 2022 to the number of restricted stock awards granted to the employee in June 2019. We adopted this approach to provide a like-for-like comparison and ensure the share price growth over the previous three years is reflected equally in both the CEO and employee LTI values. Employees on inbound and outbound international assignments to and from the UK have been excluded from the analysis as their remuneration structures understandably deviate from the standard approach for UK employees. In line with the guidance, only individuals employed for the full year have been included in the analysis.

Observations on change in CEO pay ratio

The CEO voluntarily waived 25% of his salary for six months in FY21, resulting in a significantly lower salary than in a ‘normal’ year. The FY22 CEO single figure has increased by c.27% compared to FY21, as the CEO’s pay arrangements returned to normal. By comparison the total pay and benefits provided to UK employees in FY22 increased slightly compared to previous years, as was the case in FY21, as we have continued to protect employee pay from the same short-term financial measures that have been applied to the CEO. As a result, the FY22 CEO pay ratios for all percentiles are slightly higher than FY21, but importantly are lower than for FY20 which, as a more ‘typical’ performance year, is arguably a more appropriate comparison for change.

The primary driver behind the higher FY22 CEO pay ratio is the value of the LTI received by the CEO in FY22. As outlined earlier in the Report, the Committee did not exercise any discretion, or make any adjustments, in determining the vesting outcomes for either the 2018 or 2019 LTI awards. While the FY21 performance was very resilient, and resulted in strong LTI vesting outturns, the very strong performance and high double-digit growth achieved in FY22, combined with sustainable share price growth over the three-year period, resulted in a higher FY22 single figure value. By way of comparison, the total pay and benefit amounts received by UK employees in FY22 are higher than in FY21 due to the introduction of additional benefit policies in FY22, including increased bonus opportunities for UK employees in response to employee feedback gathered as part of the UK Total Reward Optimisation project.

The Committee believes it is appropriate that a significant proportion of total remuneration for executive directors is ‘at risk’ and driven entirely by Group performance, which is within their power to influence. In line with our remuneration principles the proportion of total compensation that is ‘at risk’ increases with employee seniority within the Group. The remuneration framework is designed to deliver market-competitive total compensation. All UK employees participate in a variable pay plan. We have one annual bonus plan in operation across Experian and the majority (c.13,000) of our workforce participate in this plan, providing them with the opportunity to benefit from the financial performance that they help to deliver.

Understandably, more of the CEO’s total target remuneration (71%) is ‘at risk’ compared to c.8% on average for UK-based employees. As evidenced in both FY21 and FY22, the CEO pay ratio is therefore likely to vary, potentially significantly, over time based on the Group’s performance outcomes.

Observations on FY22 pay ratio

The median pay ratio for FY22 of 155:1 reflects not only the strong performance achieved in FY22 but also the resilient performance achieved in the preceding two financial years, which are reflected in the CEO’s LTI vesting values. As LTI values can be highly variable, driven in part by fluctuations in share price, a supplemental pay ratio has been provided below, where the value of LTIs has been excluded. The CEO single figure value excluding LTI compensation was £3.2m for FY22.

Some important additional context regarding our FY22 CEO pay ratio includes:

• We have a robust approach to salary management which is underpinned by regular market benchmarking to ensure we offer competitive rates of pay across the business. We undertake regular reviews to maintain appropriate positioning against the external market-linked salary ranges.
• Experian has been a Living Wage employer in the UK since 2015, and the median salary for our UK employees (as reflected in the table on the previous page) is more than 50% above the UK average.
• The Committee always has the context of the all-employee pay review budget when determining salary increases for the CEO and ensures that any percentage increase for the CEO does not exceed that provided to employees. In FY22, the average increase in UK employee base pay was 3% and a 2.3% increase was provided to the CEO. For FY23, the UK salary review budget is 4%, while the CEO’s salary will increase by 2.5%.
• As mentioned above, based on feedback received as part of the Total Reward Optimisation project we increased the annual bonus opportunities for UK employees by 29% from FY22. This bonus opportunity increase, combined with strong performance in the UK and Ireland business, resulted in a significant increase to the total pay and benefits amounts received by UK employees in FY22.
• An ‘individual performance modifier’ is also applied in calculating the annual bonus payments for employees to ensure that the outstanding contribution of high-performing individuals is reflected through higher bonus payments. Individual performance modifiers do not apply to senior management, including the CEO. As such, to ensure a like-for-like comparison with the CEO single figure, the employee calculations, as outlined on the previous page, do not reflect the impact of individual performance modifiers, which would have considerably increased the annual bonus payments for employees and reduced the CEO pay ratio accordingly.
• We have not included the value of our Sharesave scheme in the all-employee values on the previous page. We firmly believe in the value of employee share ownership and encourage employees to participate in our Sharesave offering, which is a tax-efficient plan in the UK and allows employees to share in Experian’s growth and success. Around 69% of UK employees participate in Sharesave and the average profit received by UK employees at maturity in FY22 was £5,250, but this value has not been included in the all-employee values on page 137.

How has our Board of directors' pay changed compared to the wider workforce?

The table below sets out the percentage change in the Board of directors' salary/fees, benefits and annual bonus between FY21 and FY22, and how this compares to the average percentage change for our UK employees. While the Regulations require the employee comparison against employees of Experian plc, the proportion of our workforce employed by Experian plc is comparatively very small. We have therefore elected to provide the comparison against our UK employees which we believe will provide a more representative analysis. We have selected this group of employees because Experian operates in 43 countries and, as such, has widely varying approaches to pay across different regions. This approach also avoids the complexities involved in collating and comparing remuneration data across different geographic populations, including the impact of foreign exchange rate movements. The figures for UK employees are consistent with the information used to prepare the CEO pay ratio analysis, but reflect average salaries and average employee numbers each year, rather than percentile data. For the CEO, the annual bonus is based on Group performance. As outlined previously in the report, in FY21 the executive directors each waived 25% of their salaries for six months and this is behind the year-on-year base salary change for Brian Cassin, Lloyd Pitchford and Kerry Williams.

1 The increase in taxable benefits for Lloyd Pitchford is entirely attributable to the value of his SAYE options which vested in FY22.

2 Alison Brittain joined the Board on 1 September 2020 and received pro-rated fees in FY21. To provide a meaningful comparison we have used the full-time equivalent fee value that Alison would have received in FY21, had she been a Board member for the full year.

3 Jonathan Howell joined the Board on 1 May 2021 and did not receive any fees in FY21.

How do we intend to implement the remuneration policy next year?

Salary

The table below outlines the salary increases that will take effect from 1 June 2022 for each executive director. The employee salary review budget for FY23 is 4% for our employees in both the UK and Ireland and North America.

Annual bonus

For the year ending 31 March 2023, the annual bonus opportunity and the performance measures the executive directors are assessed on will remain unchanged from FY22.

In line with our policy, we will disclose the targets for the annual bonus in next year’s Annual report on directors’ remuneration. While the FY23 annual bonus targets cannot be disclosed due to their commercial sensitivity, they reflect our confidence in the outlook for the year ahead. Annual bonus will be subject to clawback provisions, allowing the Group to recover all or part of any payment for a period of three years from payment. In addition, the Committee can vary the level of payout if it considers that the formulaic payout determined by measuring performance is inconsistent with the Group’s actual underlying financial and operational performance.

Performance is measured on a constant currency basis to strip out the effects of exchange rate fluctuations, which are outside of management’s control. The Committee also excludes the impact of any material acquisitions or disposals made in the year to ensure both metrics are measured consistently, which is in line with our approach to long-term incentive plan measures.

Share-based incentives

While deferral of 50% is compulsory, the executive directors have each elected to defer the full 100% of their FY22 bonuses into the CIP. We expect to grant matching shares in the first quarter of the year ending 31 March 2023, on a two-for-one basis. We also expect to grant PSP awards equivalent to 200% of salary at the same time. The CIP and PSP awards will vest subject to meeting the following targets, which will be measured over three years, with a further two-year holding period applying:

1 Straight-line vesting between the points shown.

2 Measured on an ongoing activities and constant currency basis.

The Committee selected adjusted Benchmark EPS, cumulative Benchmark operating cash flow and adjusted ROCE as performance metrics for our long-term incentive plans, as they reflect three of our key performance indicators. As such, using these measures directly links Experian’s long-term incentive arrangements to our strategic ambitions and business objectives. In addition, using relative TSR recognises the importance of creating value for shareholders. We believe these measures to be the most appropriate measures of the Group’s success and, together with our annual bonus measures, they ensure that executive directors are incentivised to deliver on a wide range of business and financial measures over both the short and long term. The structure differentiates the role of each of our long-term incentive plans: the PSP incentivises returns and the CIP incentivises cash discipline. However, given that growth is so fundamental to our business strategy, Benchmark EPS runs across both of the long-term incentive plans.

Vesting of CIP and PSP awards will be subject to the Committee being satisfied that the vesting is not based on materially misstated financial results. The Committee also retains the discretion to vary the level of vesting if it considers that the level of vesting determined by measuring performance is inconsistent with the Group’s underlying financial and operational performance. These awards will all be subject to clawback provisions, allowing the Company to recover all or part of any vested award during the holding period.

TSR performance

We measure our TSR performance relative to the FTSE 100 Index, rather than against a bespoke comparator group. Our usual comparator companies are Bread Financial, CoreLogic, Dun & Bradstreet, Equifax, FICO, LiveRamp, Moody’s, RELX, Thomson Reuters and TransUnion, however we believe that it would be difficult to measure our TSR performance against them on a consistent basis, since many of them are listed in different markets and, as such, may be subject to different market forces. However, the Committee uses them as a reference point when reviewing other aspects of executive director pay.

Additional disclosures

Directors’ shareholdings and share interests (audited)

We believe it is important that executive directors build up a significant holding in Experian shares, to align their interests with those of shareholders. Under our guidelines, the CEO should hold the equivalent of three times his or her base salary in Experian shares and other executive directors should hold the equivalent of two times their base salary. These guidelines include invested or deferred shares held under the CIP, but not unvested matching shares. Shares that have vested but are subject to the two-year holding period will also count towards the guideline. Until the shareholding guideline is met, we expect executive directors to retain at least 50% of any shares vesting (net of tax) under a share award. Unvested shares do not count towards the guideline.

We also have guidelines for non-executive directors to build up a holding in Experian’s shares equal to their annual fee. Each financial year, the net fee for the first quarter is used to purchase Experian shares until the non-executive director reaches this holding.

As set out in the table below, our executive directors already significantly exceed their personal shareholding guidelines, demonstrating their alignment to shareholder interests as well as their commitment to Experian. To further strengthen this alignment post-employment, the Remuneration Committee introduced a two-year post-employment shareholding guideline as part of the 2020 Policy review.

All executive directors who served during the year hold shares in excess of the relevant shareholding guidelines. The interests of the directors (at 31 March 2022) and their connected persons in the Company’s ordinary shares (as at 31 March 2022) are shown below and, for those individuals in the following table, there have been no changes between 31 March 2022 and the date of this report:

1 Executive director shareholding guideline will apply for two years post-employment.

2 Shareholding guidelines have been calculated using the closing share price on 31 March 2022, which was £29.51 and exchange rates at 31 March 2022 of £1:US$1.313 and £1:€1.176.

3 Matching shares granted to Brian Cassin and Lloyd Pitchford are in the form of nil-cost options, which are unvested at 31 March 2022. Those granted to Kerry Williams are conditional share awards.

4 Share options granted under the all-employee Sharesave plan. In FY22, as disclosed on page 131, Lloyd Pitchford exercised the 1,470 Sharesave options granted under the 2016 5-year UK Sharesave Plan.

5 The number of Experian shares held by Brian Cassin and Lloyd Pitchford at 31 March 2022 includes 100,955 and 62,296 invested shares in the CIP respectively.

6 The number of Experian shares held by Kerry Williams at 31 March 2022 includes 152,503 shares awarded to him under The Experian North America Co-investment Plan as a result of his annual bonus deferral elections, in addition to his personal beneficial shareholding. Kerry Williams has an unconditional right to receive these Experian shares at the end of the relevant three-year deferral period. These shares do not carry dividend or voting rights prior to receipt.

7 Dr Ruba Borno joined the Board in 2018 and continues to build her shareholding.

Payments made to former directors (audited)

Three former directors of Experian Finance plc (formerly GUS plc) received unfunded pensions from the Group. One of the former directors is now paid under the Secured Unfunded Retirement Benefit Scheme, which provides security for the unfunded pensions of executives affected by the Her Majesty’s Revenue and Customs (HMRC) earnings cap. The total unfunded pensions paid to the former directors amounted to £695,029 in the year ended 31 March 2022.

Payments for loss of office (audited)

No payments for loss of office were made in the year (2021: US$nil).

Relative importance of spend on pay

The table below illustrates the relative importance of spend on pay for all employees, compared to the financial distributions to shareholders, through dividends and earnings-enhancing share repurchases:

The Remuneration Committee

All our non-executive directors are members of the Committee, which met five times during the year ended 31 March 2022. Each member is considered to be independent in accordance with the UK Corporate Governance Code.

The Committee’s terms of reference can be found at www.experianplc.com/about-us/corporate-governance/board-committees/.

The Committee’s role and responsibilities

The Committee is responsible for:

Committee activities

During the year, the Committee:

• Reviewed and approved the 2021 Report on directors’ remuneration.
• Has continuously monitored the impact of COVID-19 on our business and remuneration decisions taken across the Group, such as the decision to reintroduce pay increases.
• Reviewed salaries of certain Group Operating Committee members and approved any annual pay adjustments for those Group Operating Committee members in FY22.
• Agreed the FY21 incentive plan outcomes, the FY22 bonus targets, and the long-term incentive plan participants.
• Received updates on the Company’s long-term incentive plans, including the continued impact of COVID-19 on the in-flight awards.
• Discussed at length executive pay in the context of the wider workforce and the broader impact on society, the Group, and our shareholders.
• Was updated on all-employee pay and workforce policies across Experian, including detailed insights on all-employee pay, workforce policies and gender pay gap analysis in North America and Brazil, two of our key markets.
• Was updated on current trends in the executive remuneration environment, focusing on our major regions.
• Was updated on the Company’s FY22 UK gender pay gap disclosure requirement. The Committee had a robust discussion regarding the results and was provided with additional detailed analysis on Experian’s gender pay position.
• Was updated on the Company’s response to the UK CEO pay ratio disclosure requirement and reviewed the relevant disclosures.
• Initiated the invitation to employees to participate in the 2021 Sharesave plan, and was updated on take-up and outcomes of previous grants.
• Reviewed and approved a series of remuneration changes, driven by Kerry Williams’ retirement and Craig Boundy’s upcoming appointment to the Board, including the new Chief Operating Officer remuneration arrangements.
• Considered remuneration matters in respect of senior hires and departures and, where appropriate, approved remuneration packages for senior new hire awards below Board level.
• Was provided with an update on strategic projects designed to enable Experian to attract and retain key ‘tech’ talent, in an increasingly competitive market. The Committee was provided with an overview of the reward changes proposed as part of this work.
• Reviewed the Committee’s performance during the year against its terms of reference; and
• Chair attended the UK and Ireland Experian People Forum in March 2022, to engage with employees, discuss how Experian’s executive remuneration aligns with the wider Group pay policy, and understand employees’ views on pay-related issues. This feedback was provided to the Board at the March meeting.

Advice provided to the Committee

In making its decisions, the Committee consults the Chair, the Chief Executive Officer and the Group Chief People Officer where required.

We also invite members of the Global Reward team to attend Committee meetings as appropriate. We normally consult the Chief Financial Officer about performance conditions applying to short- and long-term incentive arrangements to ensure they are appropriately financially stretching. However, we do not consider it appropriate that executives are present when their own remuneration arrangements are being discussed.

The Committee has access to independent consultants to ensure that it receives objective advice. We reviewed our external advisers in 2013 and appointed Towers Watson Ltd (Willis Towers Watson), who remained our external advisers throughout the year ended 31 March 2022. Willis Towers Watson provides other services to Experian globally, including advice on benefits and provision of market data.

Additionally, Ellason LLP provided incentive-plan award valuations and remuneration data, as well as supporting data for the target calibration process. Ellason does not provide any other services to the Group.

Willis Towers Watson and Ellason are members of the Remuneration Consultants Group and voluntarily operate under the Code of Conduct in relation to executive remuneration consulting in the UK. The Committee was satisfied that their advice was objective and independent.

The fees paid to these advisers for services to the Committee in the year ended 31 March 2022, based on hours spent, were as follows:

What did we pay our non-executive directors during the year? (audited)

The table below shows a single total figure of remuneration for the Chair and non-executive directors for the years ended 31 March 2022 and 31 March 2021:

1 Mike Rogers was appointed Chair of the Board on 24 July 2019. On appointment Mike’s Chair fee was set at €465,000. On 1 June 2021 this was increased by 2.5% to €477,000.

2 Luiz Fleury acted as an independent adviser to Serasa S.A., our Brazilian business. His remuneration includes a fee for this role, paid in Brazilian reais, along with the annual non-executive director’s fee.

3 For FY22, the cumulative total single figure of remuneration for the Chair and non-executive directors in US$, applying the average exchange rate over the year of €1:US$1.1624 (€1:US$1.1673) is US$2.2m (2021: US$1.8m).

Non-executive director fees are reviewed every two years and were last reviewed in 2021. The current fee levels are as follows:

Other than the Chair, non-executive directors required to undertake intercontinental travel to attend Board meetings receive a supplementary payment of €6,000 per trip, in addition to any travel expenses. This amount has not changed since October 2009.

George Rose holds the role of Chair of the Remuneration Committee, in addition to his role as Senior Independent Director. George Rose does not receive an additional fee for his role as Chair of the Remuneration Committee.

Statement of voting at the 2021 AGM

The voting to approve the Annual report on directors' remuneration at the AGM held on 21 July 2021, and the Directors’ remuneration policy approved at the AGM held on 22 July 2020, is set out in the following table:

Service contracts

Non-executive directors have letters of appointment that set out their duties and time commitment expected. They are appointed for an initial three-year term, subject to election and annual re-election by shareholders at the AGM. Appointments are renewed by mutual agreement. Details of current non-executive director arrangements as at 31 March 2022 are set out below:

Executive directors’ service contracts contain a 12-month notice period, as set out in the Directors’ remuneration policy. Brian Cassin was appointed to the Board on 30 April 2012 as Chief Financial Officer, and 16 July 2014 as Chief Executive Officer. The date of appointment to the Board for Lloyd Pitchford was 1 October 2014 and for Kerry Williams was 16 July 2014.