Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 202 report information sustainability report Governance review review statements Annual Report 2022 Remuneration report (continued) For the Executive Directors, the financial The review by external counsel into the Looking ahead measures for both the 2022 bonus and the facts and circumstances relating to the As the Group Chief Executive sets out in 2020-2022 LTIP awards are defined as Over-issuance of Securities concluded his review, although we have excluding material items (material one-off that the occurrence of the over-issuance demonstrated that our diversified model items that are typically called out within our was not the result of a general lack of can deliver attractive returns, our focus is financial reporting). The Committee attention to controls by Barclays, and that to be prepared for the road ahead to exercised its discretion not to exclude the Barclays’ management has consistently create further value for our customers, impacts associated with the Over- emphasised the importance of maintaining clients, investors and other stakeholders. issuance of Securities in the US or the effective controls. As such, although the As we move into 2023, the Committee monetary penalties imposed by the SEC financial impact of the over-issuance on maintains its commitment to rewarding and CFTC for the use of unauthorised the Group was significant, the Committee sustainable performance. We will continue business communications channels. As a concluded that reducing the Executive our focus on supporting management to result, the 2022 annual bonus awards were Directors’ incentive outcomes via the use our performance management and £403,000, £166,000 and £76,000 lower financial performance metrics, plus setting remuneration policies and practices to than they would otherwise have been, for the Control environment element of the incentivise and reward progress as we Venkat, Anna and Tushar respectively 2020-2022 LTIP Risk scorecard to zero, deliver our strategic goals, reinforce the (after pro-rating for Anna and Tushar). The was sufficient and appropriate. importance of good conduct, strong 2020-2022 LTIP vesting outcome was 5% Update in respect of Jes Staley’s controls and risk management, and less than it might have been, as the remuneration support Barclays' Values, Mindset and Committee set the Control environment culture. As outlined in last year’s Annual Report, on element of the LTIP Risk scorecard to 31 October 2021 the Board agreed with We will continue to engage with our zero. Jes Staley that he would step down from shareholders and other stakeholders on In addition, the Committee reduced the the role of Group Chief Executive with pay, and will be meeting with our largest 2021 annual bonus outcomes for Venkat immediate effect. In doing so, Mr Staley shareholders to discuss our pay outcomes and Tushar, and the 2019-2021 LTIP was legally and contractually entitled to 12 for 2022. outcome for Tushar, to reflect the impact months’ notice, during which he continued Beyond this, we will maintain focus on our of the restatement of the 2021 financial to receive his Fixed Pay and other benefits. Fair Pay Agenda, continuing to support statements on the financial metrics for Accordingly, his employment came to an colleagues through the challenges we all those awards, as outlined earlier. end in the usual way at the end of his face and furthering our work on pay In summary, the aggregate remuneration notice period, on 31 October 2022. simplification. We remain committed to impacts for the Executive Directors in this No further remuneration decisions have making sure that the way we pay our respect are as shown in the following table: been made in respect of Mr Staley. As people continues to support the long- outlined in last year’s Remuneration report, Executive Directors' incentive outcomes Reduction term health and success of the Group. his unvested awards remain suspended 2022 bonus outcomes £645,000 pending further developments in respect 2020-2022 LTIP outcome £213,000 of the regulatory and legal proceedings 2021 bonus outcomes £30,000 related to the FCA and PRA investigation regarding Mr Staley, including LTIP awards 2019-2021 LTIP outcome £116,000 that otherwise might have vested. Those Total £1,004,000 Brian Gilvary proceedings are ongoing. Chair, Board Remuneration Committee 14 February 2023