Remuneration

ESG factors

The remuneration of Ferrovial’s Board of Directors is determined on the basis of best market practices, supported by remuneration studies carried out by external advisors, internal rules and applicable legal regulations.

COMPONENTS OF THE CHAIRMAN'S REMUNERATION

The current Remuneration Policy for Ferrovial’s Directors is based on the following principles and criteria:

Long-term value creation, aligning remuneration systems with the Strategic Plan, the interests of shareholders and other stakeholders and long-term sustainability.
Attraction and retention of the best professionals.
External competitiveness in setting remuneration with market references through analysis with comparable sectors and companies.
Periodic participation in plans linked to action and linked to the achievement of certain profitability metrics.
Responsible achievement of objectives in accordance with the Risk Management Policy.
Maintenance of a reasonable balance between the different components of fixed and variable remuneration (annual and long-term), reflecting appropriate risk-taking combined with the achievement of defined objectives.
Transparency in the remuneration policy and in the remuneration report.

EXECUTIVE DIRECTORS’ REMUNERATION (THOUSAND €)*	FIXED	VARIABLE	SHARE PLAN	OTHER⁽¹⁾	TOTAL 2022	TOTAL 2021
Rafael del Pino y Calvo-Sotelo	1,500	2,609	883	10	5,002	4,274
Ignacio Madridejos Fernández ⁽²⁾	1,150	1,538	183	5	2,876	2,387
TOTAL	2,650	4,147	1,066	15	7,878	6,661

* Remuneration for their status as Executive Directors.
(1) Life insurance premiums.
(2) During 2022, the amount of 8 thousand euros has been imputed to Mr. Ignacio Madridejos as remuneration in kind corresponding to a company car.

CHAIRMAN’S ANNUAL VARIABLE REMUNERATION

ANNUAL VARIABLE REMUNERATION TARGET

125

%

of fixed remuneration

MAXIMUM ANNUAL VARIABLE REMUNERATION

190

%

of fixed remuneration

CEO’S ANNUAL VARIABLE REMUNERATION

ANNUAL VARIABLE REMUNERATION TARGET

100

%

of fixed remuneration

MAXIMUM ANNUAL VARIABLE REMUNERATION

150

%

of fixed remuneration

FIXED COMPONENTS

The fixed remuneration of the Executive Directors is determined on the basis of the market references of a comparison group of 24 national and international companies in their reference markets.

VARIABLE COMPONENTS

Only Executive Directors have variable component elements attributed to them in their remuneration. It consists of annual variable remuneration and long-term incentive plans.

a) Annual variable remuneration 2022

It is linked to individual performance and the achievement of specific economic-financial, industrial and operational objectives, predetermined, quantifiable and aligned with the corporate interest and contemplated in the Strategic Plans. The quantitative objectives are made up of metrics that guarantee an adequate balance between the financial and operational aspects of the company’s management. The qualitative objectives and those related to environmental, social and corporate governance (ESG) factors are linked to the evaluation of the individual performance of the Executive Directors.

The target amount of the annual variable remuneration of the Executive Directors which corresponds to a standard level of achievement of the objectives, is 125% of the fixed remuneration for the Chairman, with a maximum of 190%. For the Chief Executive Officer, a target variable remuneration equivalent to 100% of the fixed remuneration with a maximum of 150% has been established.

b) Long-term Incentive Plans

The Executive Directors participate in a long-term variable remuneration system consisting of share delivery plans. The current remuneration policy establishes a limit of 150% of the fixed remuneration as the value of the incentive at the time of grant.

They are structured in overlapping multi-year cycles (currently three years), with units being allocated each year, which are converted into shares at the end of the cycle (currently three years). For the current plan (period 2020-2022), they are determined by the relative weight of the metrics in the attached table.

In addition, the new 2023-2025 Performance Share Plan is expected to be submitted for approval at the next General Shareholders’ Meeting, which will include a metric related to ESG factors, including greenhouse gas reduction, diversity and occupational health and safety targets.

SHARE PERFORMANCE PLAN 2020-2022 (Allocation 2022)		% PAYOUT
ACTIVITY CASH FLOW (50%)⁽¹⁾
Maximum	≥1,635 M€	50%
Minimum	≤849 M€	0%
TOTAL STOCKHOLDER RETURN COMPARED TO A GROUP OF COMPANIES (50%)
Maximum	Positions 1 a 3	50%
Mininum	Positions 10 a 18	0%

(1) Activity Cash Flow shall be deemed to be the sum of Operating Cash Flow before taxes and Net Cash Flow from Investment, excluding investment or divestment transactions not committed at the inception date of the Plan, as well as operating cash flows related to such investments.

REMUNERATION OF NON-EXECUTIVE DIRECTORS

The remuneration of Non-Executive Directors is determined by an allowance (fixed plus supplementary) and per diems. Their remuneration is at the median of the remuneration of Non-Executive Directors of the Ibex 35.

Ferrovial’s internal regulations establish that the remuneration of External Directors shall be such as is necessary to adequately compensate them for the responsibility and dedication required by the position, without compromising their independence.

Remuneration formulas consisting of the delivery of shares, options, instruments referenced to the value of the share or linked to the company’s performance will be limited to Executive Directors.

New Directors' Remuneration Policy

At its meeting held on April 7, 2022, the General Shareholders’ Meeting approved a new Directors’ Remuneration Policy with 95.81% of votes in favor. Likewise, the Annual Remuneration Report was approved with 95.25% of votes in favor.

REMUNERATION OF SENIOR MANAGEMENT*

SENIOR MANAGEMENT REMUNERATION (THOUSANDS OF €)	2022	2021
Fixed remuneration	4,755	5,636
Variable remuneration	4,822	5,033
Share Plan linked to objectives	1,629	1,494
Other ⁽¹⁾	51	48
Other ⁽²⁾	0	6,990
TOTAL	11,257	19,201

(1) Life insurance premiums/Council memberships in other subsidiaries.
(2) Separation of three members of the Management Committee in 2021 (amount subject to income tax) and an incorporation bonus.
*The Senior Management average remuneration is not broken down by gender in order to keep it confidential, given that there is only one woman in this group.

More information on the remuneration of the Board of Directors and Senior Management, and on the Remuneration Policy is available on Ferrovial's website: www.ferrovial.com.