Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 211 report information sustainability report Governance review review statements Annual Report 2022 Remuneration report (continued) Element and purpose Operation Maximum value and performance measures Long Term Incentive Plan Determination of LTIP award The maximum annual LTIP award for the (LTIP) award Group Chief Executive is 140% of Fixed Pay LTIP awards are determined by the Committee following To incentivise execution and 134% of Fixed Pay for the Group discussion of recommendations made by the Chairman (for of Barclays’ strategy Finance Director. the Group Chief Executive’s LTIP award) and by the Group over a multi-year period. For each award, the Committee sets Chief Executive (for other Executive Directors’ LTIP awards) Long-term performance based on satisfactory performance over the prior year. forward-looking performance measures, measurement, deferral weightings and targets at grant. These will Delivery structure into Barclays shares and be disclosed prospectively as part of the LTIP awards are granted subject to the plan rules and are holding periods Annual Report on Directors’ remuneration, conditional awards to receive Barclays shares at no cost encourage a long-term including the threshold and maximum level (although they may be satisfied in other instruments as may be view and align Executive of performance for each financial measure. required by regulation). Vesting is dependent on certain Directors’ interests with Financial measures will normally be at least requirements including the achievement of performance those of shareholders. 70% of the total opportunity. Straight-line measures, continued employment and malus and clawback vesting applies between threshold and provisions. maximum performance. For each LTIP awards are structured so that when combined with the measure, no more than 25% will vest at annual bonus the proportion of variable pay that is deferred is threshold performance. There is no no less than that required by regulations (currently 60%). No retesting allowed of those conditions. award vests before the third anniversary of grant and award In exceptional circumstances, the vests no faster than permitted by regulations (currently in five Committee has discretion (permitted equal tranches with the first tranche vesting on or around the under the plan rules approved by third anniversary of grant and the last tranche vesting on or shareholders) to amend targets, measures, around the seventh anniversary of grant). Any shares that vest or the number of shares under awards if an are subject to an additional holding period with restrictions event happens (for example, a major lifting no faster than permitted by regulations (currently 1 year transaction) that, in the opinion of the following vesting, though sufficient shares may be sold to Committee, causes the original targets or settle personal tax liabilities). measures no longer to be appropriate or The number of shares to be awarded may be based on a share such adjustment to be reasonable. The price discounted by reference to an expected dividend yield Committee also has the discretion to over the vesting period, where dividend equivalents cannot be reduce the vesting of any award, including awarded due to regulations. In such circumstances, the to nil, if it deems that the outcome is not Committee has discretion to reduce (not increase) the consistent with performance delivered. number of shares that vest if actual dividends paid over the period are materially lower than the original dividend assumption. Risk and conduct Any bonus or LTIP awarded is subject to malus and clawback provisions. adjustment - malus and The malus provisions enable the Committee to reduce the amount of unvested bonus or LTIP (including to clawback nil) prior to vesting in specified circumstances, including, but not limited to: Malus and clawback ▪ a participant deliberately misleading Barclays, the market and/or shareholders in relation to the financial provisions discourage performance of the Barclays Group excessive risk-taking and ▪ a participant causing harm to Barclays’ reputation or where his/her actions have amounted to inappropriate misconduct, incompetence or negligence behaviours. ▪ a material restatement of the financial statements of the Barclays Group or any subsidiary, or the Group or any business unit suffering a material downturn in its financial performance ▪ a material failure of risk management in the Barclays Group ▪ a significant deterioration in the financial health of the Barclays Group. The clawback provisions enable amounts to be recovered after they have vested, for a period in line with applicable regulation – currently seven years from grant (which can be extended to up to ten years in circumstances where a relevant investigation is ongoing at the end of the initial seven-year period) where (i) a participant’s actions or omissions have amounted to misbehaviour or material error and/or (ii) Barclays or the relevant business unit has suffered a material failure of risk management.