To help with attracting and retaining executive directors of the right calibre.

Provides a base level of pay and reflects the competitive market salary for the role.

Base salary level takes account of personal contribution and performance against Group strategy.

Base salary is paid in equal instalments during the year.

Salaries are reviewed annually, with any increases generally taking effect from 1 June.

Salary levels and increases take into account a number of factors, including the approach to employee remuneration throughout the Group, prevailing economic conditions, best practice and positioning against the market.

Annual executive director salary increases will, in normal circumstances, be limited to the increases awarded across the Group as a whole.

Higher increases may be made in exceptional circumstances including, but not limited to, a change in role or responsibility, and will take account of market practice in relation to the new role.

The Group provides a range of market-competitive benefits that include, but are not limited to, healthcare, financial and tax advice, death-in-service provision and company car or allowance.

Executive directors can also participate in any of the Group’s all-employee share plans, for example the Sharesave plan, on the same basis as other eligible employees.

In the USA, eligible executive directors may participate in a deferred compensation plan, which is standard market practice in the USA.

For expatriate assignments, we retain the flexibility to tailor benefits to the circumstances of the assignment.

Additional benefits may include relocation expenses at the beginning and end of each assignment, housing allowance and school fees.

The cost of providing such benefits may vary from year to year, reflecting the cost to the Group.

The Committee sets benefits at a level it considers appropriate against relevant market practice, the role and particular circumstances (for example, in the case of expatriate benefits, where the individual is required to relocate).

Pension arrangements are in line with local market practice.

In the UK, the Group operates a defined contribution plan, with company contributions set as a percentage of base salary. If impacted by HMRC pension limits, an individual may elect to receive a cash allowance instead.

In the USA, executive directors are eligible to join a defined contribution plan.

In the UK, the cash payment or pension contribution for current executive directors is normally equal to 20% of annual gross base salary. Future UK-based executive directors will receive a cash payment or pension contribution aligned to the wider UK employee workforce (to apply to all incumbents by the end of 2022).

In the USA, the contribution rate is up to 4% of earnings, up to an annual compensation limit set by the Internal Revenue Service.

If required, pension arrangements in other jurisdictions would be in line with local market practice.

The Committee sets appropriate performance targets at the start of each financial year.

At the end of the financial year, the Committee determines the extent to which these have been satisfied, based on audited results, and agrees the level of bonus to be paid.

Half of any bonus must be deferred for a period of three years. However, the executive director may elect to defer up to 100% of their bonus into the CIP. Where they elect not to do so, payment is made as soon as practicable after the financial year end.

Malus and clawback provisions apply, under which annual bonus payments may be reduced or recovered in certain circumstances. Further details about our clawback and malus policy are set out in the Which clawback provisions apply? section of the report.

Threshold performance results in a bonus payout equivalent to 25% of the maximum. No bonus is payable for below-threshold performance.

Achieving target performance results in a bonus payout equivalent to 50% of the maximum.

Achieving maximum performance results in a full bonus payout of 200% of salary.

The annual bonus may be based entirely on financial performance or on a combination of financial, strategic and/or operational objectives.

However, the financial element will comprise at least 70% of the bonus.

The Committee retains the ability to exercise its judgment to 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.

Aligns with shareholder interests through voluntary investment of personal capital, delivery of Experian shares and the long-term time horizons.

Use of stretching financial metrics incentivises performance.

Encourages participants’ long-term commitment to the Group through personal investment.

Participants are invited to invest between 50% and 100% of their annual bonus into Experian shares.

A conditional award of matching shares or nil-cost options is granted on a two-for-one basis on the gross bonus deferred, and vests after three years subject to achieving performance targets over the three-year period. Any vested awards are subject to a further two-year holding period.

Dividend equivalents accrue on all awards of shares.

Malus and clawback provisions apply, under which CIP awards may be reduced or recovered in certain circumstances. Further details about our clawback and malus policy are set out in the Which clawback provisions apply? section of the report.

Maximum award levels depend on the bonus deferred, which will be matched on up to a two-for-one basis.

There is no vesting for below-threshold performance.

Achieving threshold performance results in 25% vesting of the matching shares.

Achieving target performance results in 50% vesting of the matching shares.

Achieving maximum performance results in full vesting of the matching shares.

Awards vest based on financial performance and subject to the Committee being satisfied that the vesting is not based on materially misstated financial results.

The Committee retains the discretion to exercise its judgment to vary the level of vesting if it considers the formulaic vesting level determined by measuring performance to be inconsistent with the Group’s actual underlying financial and operational performance.

Use of stretching financial metrics incentivises performance.

Aligns with shareholder interests through delivery of shares and the long-term time horizons.

Participants receive an annual award of conditional shares or nil-cost options, which vest after three years, subject to achieving performance targets over the three-year period. Any vested awards are subject to a further two-year holding period.

Dividend equivalents accrue on all awards of shares.

Malus and clawback provisions apply, under which PSP awards may be reduced or recovered in certain circumstances. Further details about our clawback and malus policy are set out in the Which clawback provisions apply? section of the report.

Normal maximum award levels are 200% of salary.

Awards of up to 400% of salary may be made in exceptional circumstances such as recruitment.

There is no vesting for below-threshold performance.

Achieving threshold performance results in 25% of the shares vesting.

Achieving maximum performance results in full vesting of the shares.

Vesting of up to 25% of the awards is based on a share-based metric, with the balance based on financial performance.

The Committee retains the ability to vary the level of vesting if it considers the formulaic vesting level determined by measuring performance to be inconsistent with the Group’s actual underlying financial and operational performance.

During employment:

Executive directors are required to establish and maintain a minimum personal shareholding equal to 3x base salary for the CEO and 2x base salary for other executive directors.

Executive directors are required to retain at least 50% of any shares vesting under the CIP and PSP (net of tax) until their during-employment shareholding guideline has been met.

Shares held beneficially, shares subject to a post-vesting holding period and invested or deferred CIP shares will count when assessing the guideline. Share awards that are still subject to performance conditions and matching shares under the CIP are not included.

Post-employment:

For two years following cessation, (former) executive directors are required to retain the lower of:

• their actual shareholding immediately prior to cessation; and
• their shareholding guideline immediately prior to cessation.

In determining the actual shareholding at cessation, shares acquired from own purchases will not be counted.

The Chair is paid an annual fee in equal monthly instalments. The Group may provide the Chair with a limited range of benefits such as healthcare, tax advice or use of a car.

The NEDs are paid a basic fee plus additional fees for chairing a Board Committee and for the role of Deputy Chair or Senior Independent Director. NED fees are paid in equal quarterly instalments during the year. The net fee for the first quarter of the financial year is used to purchase Experian shares for NEDs and/or the Chair (as applicable), until the individual has met their shareholding guideline of 1x their estimated annual fee (excluding travel fees).

NEDs receive an additional fee where attendance at Board meetings involves intercontinental travel from their home location. The Company may settle any tax due on travel expenses incurred by the Chair and NEDs.

The Committee sets the Chair’s fees, while NED fees are set by the Board. Both are set based on a number of factors, including the time commitment required and positioning against the market.

Fees are normally reviewed every two years.

Options are granted with an exercise price equivalent to the market value of an Experian share at the date of grant. These vest subject to achieving performance targets that are tested over a three-year period and are exercisable for seven years thereafter.

No option grants have been made since 2009 and the Committee has agreed that no further awards will be made, unless warranted by exceptional circumstances such as recruitment.

Malus and clawback provisions apply, under which SOP awards may be reduced or recovered in certain circumstances. Further details about our clawback and malus policy are set out in the Which clawback provisions apply? section of the report.

Normal maximum award levels are 200% of salary.

Grants of up to 400% of salary may be made in exceptional circumstances such as on recruitment.

There is no vesting for below-threshold performance.

Achieving threshold performance results in 25% of the options vesting.

Achieving maximum performance results in full vesting of the options.