GOVERNANCE DIRECTORS’ REMUNERATION REPORT CONTINUED S 2023 LTIP AWARDS GRANTED DURING FY 2023 (AUDITED) TR The CEO was not granted an LTIP award in 2023. A TE G I 2023 LTIP share award – CFO C R The approach to 2023 LTIP awards was set out in detail in the 2022 DRR, ahead of the grant date (in May 2023). The table below summarises the LTIP share E award that was granted to the CFO during FY 2023. P O R Number Face value T of shares at grant FY 2023 Type of award Basis of award awarded (£’000s) Doug Lafferty LTIP share award 200% of salary 352,852 £940 G O Notes: VE (1) The LTIP shares were granted on 24 May 2023 and will vest subject to the performance conditions and vesting schedule set out below R (2) The award was granted in the form of nil-cost options NAN (3) The face value of the award was calculated using the 3-day average price prior to the date of grant (£2.66) C The 2023 LTIP award granted to the CFO is subject to the performance conditions detailed below. E 2023 LTIP performance measures and targets F I 2023 LTIP Vesting* NAN (as a % of targets maximum) C Adjusted EBITDA Threshold 400 20% IAL (£m in FY25) Stretch 475 80% S (80% of award) Maximum 550 100% T A Relative TSR** Threshold Rank 6th 20% T E (vs. luxury peers) (median) M E (20% of award) Maximum Rank 3rd 100% N T or above S (80th percentile) F * Vesting will be on a straight-line basis between each of threshold and stretch, and stretch and maximum for the EBITDA element and threshold and maximum for the TSR element. U ** TSR performance will be measured on a ranked basis against the following luxury companies: Burberry, Capri Holdings, Compagnie Financiere Richemont, Ferrari, Hermes International, R T Kering, LVMH, Moncler, Prada and Ralph Lauren. H E R INF The Remuneration Committee retains discretion to adjust the vesting levels to ensure they reflect underlying business performance and any other relevant factors to ensure that the value at vesting is fully reflective of the performance delivered and executives do not receive unjustified windfall gains. OR M Performance period A T I Performance for both measures will be measured over three financial years to 31 December 2025. Subject to performance, awards will vest 3 years from ON grant, following the announcement of results for 2025 but subject to a further 2-year holding period post vest (net of tax). The CFO will be required to hold at least 75% of any shares that vest (net of tax) unless he has met his shareholding guidelines under the shareholding policy at that time. 2023 DBSP awards granted during FY 2023 In accordance with the rules of the Aston Martin Lagonda Deferred Share Bonus Plan 2018 (“DBSP”), the Directors named below were granted nil-cost options over Shares as follows: – Amedeo Felisa (CEO) – 5,820 shares – Doug Lafferty (CFO) – 12,221 shares The DBSP awards are in relation to the 2022 annual bonus which, as disclosed in the 2022 Directors’ Remuneration Report, was to be delivered 50% in cash and 50% in deferred shares. The number of shares granted reflects the net bonus amount (post tax and NI). Shares under the DBSP awards are deferred for a period of 3 years from grant and will be released, subject to continued employment, on 24 May 2026. Malus and Clawback: – Malus and clawback provisions will be operated at the discretion of the Remuneration Committee in respect of awards granted under the LTIP and DBSP where it considers that there are exceptional circumstances. Such exceptional circumstances may include serious reputational damage, a failure of risk management, an error in available financial information, which led to the award being greater than it would otherwise have been or personal misconduct. – Clawback may be applied for a period of up to three years for any LTIP and DBSP awards. ASTON MARTIN LAGONDA ANNUAL REPORT AND ACCOUNTS 2023 114
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