Business
GSK : 2026 Remuneration Policy
GSK : 2026 Remuneration
About this update from Gsk Plc
2026 Remuneration policy Remuneration policy approval This Directors' Remuneration policy was approved by shareholders at the 2026 Annual General Meeting held on 6 May 2026. Text which appears in italics in this document does not form part of the Directors' Remuneration policy but has been added for ease of reference. Future policy table Salary To provide a core reward for the role. Set at a level appropriate to secure and retain high calibre individuals needed to deliver the Group's strategic priorities. No change Operation Individual's role, experience, performance and independently sourced data for relevant comparator groups considered when determining salary levels. Salary increases typically take effect in the first quarter of each year. Salaries are normally paid in the currency of the Executive Director's home country. Opportunity There is no formal maximum limit and, ordinarily, salary increases will be broadly in line with the average increases for the wider GSK workforce. However, increases may be higher to reflect a change in the scope of the individual's role, responsibilities or experience. Salary adjustments may also reflect wider market conditions in the geography in which the individual operates and outperformance. Details of current salary levels are set out in the Annual report on remuneration in the 2024 Annual Report. . Performance measures The overall performance of the individual is a key consideration when determining salary increases. Benefits Levels are set to recruit and retain high calibre individuals to execute the business strategy No change Operation Executive Directors are eligible to receive benefits in line with the policy for other employees which may vary by location. These include, but are not limited to, car allowances, healthcare, life assurance/death in service (where not provided as part of the individual's pension arrangements), personal financial advice and contractual post-retirement benefits. In line with the policy for other employees, Executive Directors may be eligible to receive overseas relocation allowances and international transfer-related benefits when required. Executive Directors in the UK are also eligible to participate in all-employee share schemes (e.g. Share Save and Share Reward Plan), under which they are subject to the same terms as all other employees. To recognise the high business travel requirements of the role, Executive Directors are also entitled to car travel and exceptionally may be accompanied by their spouse/partner on business trips. Other benefits include expenses incurred in the ordinary course of business, which are deemed to be taxable benefits on the individual. Where an Executive Director is based outside the UK, but is required to travel to the UK to fulfil the responsibilities of their role and to attend Board Meetings, they may be subject to tax on their business travel expenses to and from the UK and on the provision of any accommodation in the UK. Although in reality it represents a business expense, the tax treatment requires that their travel and accommodation expenses are then included as benefits. Because of the business context, the tax liabilities will be covered by the company on a grossed-up basis. Benefit provision is tailored to reflect market practice in the geography in which the Executive Director is based and different policies may apply if current or future Executive Directors are based in a different country. Opportunity There is no formal maximum limit as benefits costs can fluctuate depending on changes in provider cost and individual circumstances. Details of current benefits and costs are set out in the Annual report on remuneration in the 2024 Annual Report . Performance measure None Pension Pension arrangements provide a competitive level of retirement income. No change Operation Pension arrangements are structured in accordance with the plans operated in the country in which the individual is likely to retire. Where the Executive Director chooses not to become a member of the pension plan the approach differs depending on the country in which the individual is located. Where an individual is a member of a GSK legacy defined benefit plan, a defined contribution plan or an alternative pension plan arrangement and is subsequently appointed to the Board, he or she may remain a member of that plan. Opportunity UK: From the date of appointment, all new UK Executive Directors receive: 7% of base salary contribution to defined contribution plan and a further 3% in matched contributions subject to any relevant cap and in line with implementation principles for other members of the plan; and 7% of base salary as a cash payment in lieu of pension contribution for the portion above the relevant cap; or 7% of base salary as a cash payment in lieu of pension contribution. US: From the date of appointment, all new US Executive Directors will participate in the GSK 401(k) plan (1) and the Executive Supplemental Savings Plan (ESSP) (1) with core contributions of 7% of base salary and bonus (2) and matched contributions of 4% of base salary and bonus (2) . If the Executive Director chooses not to make a contribution to the 401(k) and/or ESSP, there is no cash payment in lieu of pension contribution. GSK will continue to provide the relevant core contributions. Global: Eligible for appropriate equivalent arrangement not in excess of the US/UK arrangements. Performance measures None. In the event of any change to the plans operated in the US, a similar treatment would be provided under any successor arrangements introduced within the market Less bonus deferred under the DABP Annual bonus To incentivise and recognise execution of the business strategy on an annual basis. Rewards the achievement of stretching annual financial, pipeline, strategic, operational and trust measures. Change Operation Financial, operational and business targets are set at the start of the year by the Committee and bonus levels are determined by the Committee based on performance against those targets. Strategic, operational and Responsible Business measures are set at the start of the year by the Committee and performance against those measures is assessed by the Committee and, where appropriate, with the Corporate Responsibility Committee. Executive Directors are required to defer part of any bonus earned into shares, or ADS as appropriate, for three years. 50% of the equivalent of the first 200% of salary is deferred, and any portion in excess of 200% is deferred in full. Deferred bonus shares are eligible for dividend equivalents up to the date of vesting. The Committee may adjust the formulaic vesting outcome (either up or down) to ensure that the overall outcome reflects underlying business performance over the vesting period. Clawback and/or malus provisions apply as described on pages 178 to 179 of the 2024 Annual Report . Opportunity The maximum bonus opportunity for Executive Directors is 300% of salary. Below 99% of target performance, the bonus payout on the financial measures will be nil. For target performance, the bonus payout will be 150% of salary for the CEO and 100% of salary for the CFO. Performance measures Based on a combination of financial, operational and business targets with at least 50% of the bonus assessed against the financial measures. The weighting between different measures will be determined each year according to business priorities. Further details, including the measures to be used in the financial year, are provided in the Annual report on remuneration in the 2024 Annual Report . Selection of annual bonus measures The annual bonus is designed to drive the achievement of GSK's annual financial, strategic and operational measures. The annual bonus opportunity is based on a formal review of performance against the prevailing targets The annual bonus financial targets are set by reference to internal budget and external consensus targets. Performance Share Plan (PSP) To incentivise and recognise delivery of the longer term business priorities, financial growth and increases in shareholder value compared to other global biopharma companies. In addition, to provide alignment with shareholder interests, a retention element, to encourage long-term shareholding and discourage excessive risk taking. Change Operation Conditional awards are made annually with vesting dependent on the achievement of performance conditions over three years and are subject to an additional two-year holding period. PSP targets are set by reference to internal budget and external consensus targets. Awards are eligible for dividend equivalents up to the date of vesting and release. The Committee may adjust the formulaic vesting outcome (either up or down) to ensure that the overall outcome reflects underlying business performance over the vesting period. Clawback and/or malus provisions apply as described on pages 178 to 179 of the 2024 Annual Report . Opportunity The normal maximum award limits that may be granted under the PSP to an individual in any one year are set out in the table below: % of salary CEO 800 CFO 400 Other Executive Director 500 Selection of long-term incentive measures The Committee selects performance measures which focus Executive Directors' long-term remuneration on the delivery of GSK's key strategic priorities over the longer term and which align to shareholder experience. In addition to setting robust targets, the Committee has implemented a number of safeguards to ensure the targets are met in a sustainable way and performance reflects genuine achievement against targets and therefore represents the delivery of value for shareholders. For each performance measure, the impact of any acquisition or divestment may be quantified and adjusted for after the event. Any major adjustment in the calculation of performance measures will be disclosed to shareholders on vesting. The Audit & Risk Committee chair and other members, who are also members of the Committee, provide input on the Audit & Risk Committee's review of the Group's performance and oversight of any risk factors relevant to remuneration decisions. Details of the rationale behind the performance measures selected and how they are calculated are set out in the Annual report on remuneration in the 2024 Annual Report . Performance measures Based on a combination of financial, share price related and strategic and Responsible Business performance conditions which are aligned to the company's strategic plan. For all measures, 25% of awards will vest at threshold performance, except for the CEO where awards will vest at 20% for threshold performance. Further details, including the performance targets attached to the PSP in respect of each year, and the weightings of the targets for the 2025 PSP awards are provided in the 2024 Annual report on remuneration. Share Ownership Requirements Change To align the interests of Executive Directors with those of shareholders, they are required to build and maintain significant holdings of shares in GSK over time. As a minimum, Executive Directors are required to maintain 100% of their share ownership requirements for two years after retirement from the company. Executive Directors' Share Ownership Requirements have been reset to match their current annual PSP award level. Clawback and malus No change The various incentive plans include broad discretion when assessing the outturn to consider wider factors and reduce levels accordingly. In the event of a 'triggering event' (i.e. significant misconduct by way of violation of regulation, law, a significant GSK policy, such as the Code of Conduct, or a material misstatement or restatement of results, or serious reputational damage), the company will have the ability to claw back up to three years' annual and deferred bonuses as well as vested and unvested LTIs. GSK may specify additional 'triggering events' and/or different clawback periods where required to do so by regulatory requirements, including the rules of any government or regulatory authority or relevant securities exchange. In addition, in respect of PSP awards made from 2020, if a participant is subject to an investigation, then the vesting of their awards may be delayed until the outcome of that investigation. A separate Recoupment Committee has been established to investigate relevant 'triggering events'. The Recoupment Committee exercises this authority for the wider employee base. It comprises of senior executives with relevant oversight and appropriate experience, including the Senior Vice President, Chief Compliance Officer, and the Senior Vice President and Group General Counsel, Legal and Compliance. In respect of each financial year, the Committee will disclose whether it (or the Recoupment Committee) has exercised clawback or malus. Disclosure will be made as required by law, regulation or the rules of any relevant securities exchange, and otherwise only when the matter has been subject to public reports of misconduct, where it has been fully resolved, where it is legally permissible to disclose and where it can be made without unduly prejudicing the company and therefore shareholders. Additionally, where there has been continuity of responsibility between initiation of an adverse event and its emergence as a problem, the adverse event should be taken into account in assessing annual bonus awards and LTI vesting levels in the year the problem is identified and for future periods. The Committee (or Recoupment Committee) may make appropriate adjustments to individual annual bonuses as well as grant and vesting levels of LTI awards to reflect this. Approach to recruitment remuneration No change The Committee determines the remuneration package of new Executive Directors on a case-by-case basis depending on the role, the market from which they will operate and their experience. Total remuneration levels will be set by reference to a relevant pay comparator group and, where appropriate, will allow for future development in the role. It is expected that new Executive Directors will participate in short and long-term incentive plans on the same basis as existing directors. However, in exceptional circumstances, the Committee reserves the flexibility to set the incentive limit for a new Executive Director at up to an additional 50% of the existing limits. The Committee retains this flexibility in recognition of the high levels of variable pay in GSK's global pharmaceutical competitors. However, the Committee will only use this flexibility when it is considered to be in the best interests of the company and its investors. Pension arrangements for any external recruit as an Executive Director will be as set out in the Remuneration policy table on page 177 of the 2024 Annual Report . Other benefits will be provided in line with the policy for existing Executive Directors. Where required and deemed appropriate by the Committee, the costs of financial planning, legal and tax advice may be reimbursed. Where required to meet business needs, relocation support will be provided in line with company policy. For any internal appointments, entitlements under existing remuneration elements will continue, including pension entitlements and any outstanding awards. However, where not already the case, internal appointments will be required to move to Executive Director contractual terms, including termination provisions. The Committee is mindful of the sensitivity relating to recruitment packages and, in particular, the 'buying out' of rights relating to previous employment. It will therefore seek to minimise such arrangements. However, in certain circumstances, to enable the recruitment of exceptional talent, the Committee may determine that such arrangements are in the best interests of the company and its shareholders. Such arrangements will, where possible, be on a like-for-like basis with the forfeited remuneration terms. Arrangements will therefore vary depending on the plans and arrangements put in place by the previous employer and may be in the form of cash or shares and may or may not be subject to performance conditions. Explanations will be provided where payments are made as compensation for previous remuneration forfeited. The remuneration arrangements for any newly appointed Executive Director will be disclosed as soon as practicable after the appointment. Loss of office payment policy No change The company does not have a policy of fixed term contracts. Generally, contracts for new appointments will expire in line with the applicable policy on retirement age, which since 2009 has been 65. Contracts for existing Executive Directors will expire as applicable on the dates shown on page 175 of the 2024 Annual Report . Notice period on termination by the employing company or the Executive Director is 12 calendar months. Where required and deemed appropriate by the Committee when recruiting externally, an initial notice period of 2 years may be applied, reducing to 12 calendar months over one year. The ability to impose a 12-month non-compete period (and a non-solicitation restriction) on an Executive Director is considered important by the company to have the ability to protect the Group's intellectual property and staff. In light of this, the Committee believes that it would not be appropriate to provide for mitigation in the contracts.