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Directors’ Remuneration for 2022

Single figure of total remuneration for Executive Directors (audited)







£ thousand


Ben van Beurden

Sinead Gorman [A]

Jessica Uhl [B]








Salaries [C]






Taxable benefits [D]






Pension [E]






Total fixed remuneration






Annual bonus [F]










Total variable remuneration





Total remuneration






in US Dollars






in Euros







Sinead Gorman was appointed as CFO and a Board Director effective April 1, 2022. Accordingly, her remuneration for 2022 as shown in the table relates to the period April 1 to December 31, 2022. Sinead’s LTIP amount reflects the full award granted in 2020 prior to her appointment to the Board, and is shown here for transparency; the performance measures are the same as those applying to LTIP awards made to Executive Directors.


Jessica Uhl stepped down from her role as CFO and from the Board on March 31, 2022, and left Group service on June 30, 2022. Accordingly, her remuneration for 2022 as shown in the table relates to her service as an Executive Director over the period January 1 to March 31, 2022. Full details of Jessica Uhl’s remuneration in respect of the period April 1, 2022 to June 30, 2022 are set out in the “Payments for loss of office” and “Payments to past Directors” sections.


Base salary: Ben van Beurden and Jessica Uhl’s base salaries for 2022 were set at £1,420,000 (+3.5% from 2021) and £921,000 (+3% from 2021), respectively. Sinead Gorman’s base salary was set at £900,000 on her appointment to the Board.


Benefits: in respect of 2022, Ben van Beurden's benefits included time-limited relocation-related costs (£403,368), motoring allowance (£29,998), and grossing costs (£48,897). Sinead Gorman's benefits included time-limited relocation-related costs (£268,621), motoring allowance (£22,417), and grossing costs (£30,560). Jessica Uhl’s benefits included time-limited relocation-related costs (£77,573), motoring allowance (£7,553), and grossing costs (£52,716).


Pension: Ben van Beurden and Sinead Gorman received cash in lieu of pension contributions equal to 20% of base salary in 2022. Jessica Uhl was a member of the Shell US retirement benefit arrangements, as set out below. The amount reported consists of a defined contribution amount of $30,000 (£24,254) and a defined benefit pension accrual of $10,929 (£8,836).


Annual bonus: the full value of the bonus in respect of performance in 2022, comprising both the 50% delivered in cash and 50% bonus delivered in shares. For 2023, the market price of shares on February 23, 2023 for London-listed shares (£24.82) was used to determine the number of shares delivered, resulting in 27,273 ordinary shares for Ben van Beurden and 12,426 ordinary shares for Sinead Gorman, net of tax.


LTIP: the amounts reported for 2022 relate to the 2020 LTIP award, which vested on March 3, 2023, at the market price of €29.37 and £26.04 for Amsterdam-listed and London-listed ordinary shares, respectively. The value in respect of the LTIP is calculated as the product of: the number of shares of the original award multiplied by the vesting percentage; plus accrued dividend shares; and the market price of ordinary shares at the vesting date. The market price of the Amsterdam-listed shares is converted into GBP using the exchange rate on the vesting date. Share price appreciation accounted for €912,309 for Ben van Beurden and £112,430 for Sinead Gorman. The amount shown for Sinead Gorman relates to an award made prior to her appointment to the Board, and is shown here for transparency.

Notes to the table: Single figure of total remuneration for Executive Directors (audited)


During the year, Ben van Beurden and Sinead Gorman were eligible to participate in the defined contribution UK Shell Pension Plan with an employer contribution rate of up to 20% of salary, or take this as a pension cash alternative. They chose the latter. The UK Shell Pension Plan or associated pension cash alternative is available to new Shell employees in the UK at the same contribution levels and currently around half of UK employees participate in these arrangements. The majority of the remainder participate in a legacy defined benefit plan, which closed to new members in March 2013. Sinead Gorman was a member of this plan prior to her appointment as CFO.

Jessica Uhl was a member of the Shell US retirement benefit arrangements, which included the Shell Pension Plan (a defined benefit plan), and a defined contribution plan where she received an employer contribution of 10% of salary. This was the same as the average employer contribution rate for US employees. As for all other pre-2013 members of the Shell Pension Plan, she had an annual choice of two accrual formulas with different forms of benefits, one in the form of a lifetime annuity and the other allowing for a lump-sum payment. She elected to accrue benefits for 2022 under the former. Around 7,700 out of 13,000 Shell US employees have the option of choosing between the two formulas. These arrangements are the same for all employees who joined Shell US before 2013. The difference in Jessica Uhl’s pension provision, compared with other employees who joined before 2013, is that because she was an Executive Director her bonus was not pensionable. For other relevant US employees the bonus is pensionable.

The REMCO believes these pension arrangements are aligned with best practice guidance in the UK which focuses on the alignment of Executive Directors’ pension arrangements with those for the general employee population.

Annual bonus

The annual bonus is intended to reward the delivery of short-term targets derived from the operating plan. The REMCO reviewed performance against the scorecard, as follows:

Financial delivery (35% weighting): in a turbulent economic environment, robust operational performance and a resilient portfolio have enabled Shell to deliver CFFO (including working capital) of $68 billion. This exceeded our outstanding performance threshold of $45 billion, leading to a maximum outcome on this measure. It is worth repeating that the REMCO has long had a policy of not adjusting remuneration measures to take account of changes in energy prices and currency fluctuations, which supports alignment between pay outcomes and the shareholder experience. In engagements with our largest shareholders, many have appreciated the transparency that this brings.

Operational excellence (35%): delivery of our Powering Progress strategy is underpinned by Shell’s ability to operate its assets efficiently, deliver major projects on time and on budget, and leverage its strong customer relationships to create value:

  • Asset management excellence: Upstream controllable availability was below threshold, and Midstream availability was below target. Refining and Chemicals availability was on target against the plan.
  • Project delivery excellence: project delivery was at target.
  • Customer excellence: customer satisfaction was above target, as the collective effort and resilience of our teams, together with proactive customer engagements, helped reduce the impact on customers from supply chain challenges that continue to negatively impact some businesses. However, our Brand Share of Preference (BSP) was below threshold.

Overall the outcome for operational excellence was below target.

Shell’s journey in the energy transition (15%): Powering Progress sets out a strategy to accelerate Shell’s transition to net-zero emissions; this means changing the products we sell and reducing our emissions. For 2022, the REMCO introduced three new metrics designed to more fully reflect Shell’s role in the energy transition:

  • Selling lower-carbon products: we are evolving our business models to include lower-carbon energy products (thereby reducing emissions), as well as non-energy products and convenience retail. Performance is measured based on the proportion of earnings in the Marketing segment coming from lower-carbon energy products, as well as non-energy products (see "Remuneration Committee and principles" for the list of products included in this metric). In 2022, the REMCO set a target of 60% of earnings from these products, which was met.
  • Reducing our emissions as an energy user: performance is assessed based on GHG abatement projects that result in ongoing Scope 1 and 2 GHG reductions such as flare reduction and energy efficiency projects, site closures, decommissioning and transformations, and increasing the use of renewable electricity in our operations. This metric is about the delivery of projects which result in sustained emission reductions. It does not include the impact of divestments and acquisitions. The 2022 outcome was outstanding, with total emissions reductions of 2,010 Kt of CO2 well ahead of our target of 1,700 Kt of CO2.
  • Partnering to decarbonise: we have set annual targets measuring our roll-out of electric vehicle charging points, in line with Shell’s target of having more than 500,000 electric vehicle charging points by 2025. The target for 2022 was to achieve 130,000 charging points by the end of the year, and 138,610 charging points were in operation by the end of 2022, resulting in above-target performance.

Overall the score on the Shell’s journey in the energy transition measure was above target.

Safety (15%): Powering Progress is underpinned by a focus on safety. It is critical that Shell runs its day-to-day operations safely and ensures the well-being of all our people.

  • Process safety continues to be measured through the number of Tier 1 and 2 operational safety incidents and was above maximum, with 66 events recorded compared with 103 in 2021.
  • Personal safety SIF-F performance is assessed based on the number of serious incidents which might occur in Shell’s businesses based on the work plan for the year and our knowledge of industry incident rates. Our ultimate goal is zero harm to people working for Shell. Shell has made tremendous improvements to safety performance over a long period of time. Measures such as SIF-F are important tools to give focus to those incidents with the most serious consequences and continue to drive improvement. Overall, in 2022, we had fewer serious safety incidents, recording eight incidents in 2022, down from 32 in 2021, which is testament to the ongoing focus of our employees in keeping colleagues safe.

Overall, the score on the safety measure was at maximum. As noted in the REMCO Chair’s introduction, the REMCO reflected carefully on safety particularly in light of the two fatalities, and determined not to make any adjustments.

Further information is provided in the “REMCO reflections on safety” section.

The table below summarises the 2022 annual bonus scorecard measures including their weightings, targets and outcomes. The scorecard outcome for 2022 was 1.46.

2022 annual bonus scorecard measures and weightings

Performance Measures




(score of 0 out of 2)

(score of 1 out of 2)

(score of 0 out of 2)


(out of 2)

Financial delivery

Cash flow from operations [A]









Operational excellence

Asset management excellence [B]




See note B


Project delivery excellence [C]




See note C


Customer excellence [D]




See note D


Shell’s journey in the energy transition

Selling lower-carbon products [E]









Reducing operational emissions



Thousand tonnes CO2






Partnering to decarbonise



Number of EV charge points







Personal safety



Serious Injury & Fatality Frequency (SIF-F) cases per 100 million working hours






Process safety



Number of events











Overall scorecard outcome



Including working capital adjustments.


Upstream controllable availability: 84.7% (Threshold 85.0%, Target 87.0%, Outstanding 89.0%); Midstream availability: 89.3% (Threshold 88.7%, Target 90.7%, Outstanding 92.7%); Refinery and chemical plant availability: 95.5% (Threshold 94.5%, Target 95.5%, Outstanding 96.5%). Performance assessment is equally weighted between Upstream, Midstream, and Refining and Chemicals.


Projects delivered on schedule: 69% (Threshold 30%, Target 65%, Outstanding 100%); project delivery on budget: 103% (Threshold 110%, Target 103%, Outstanding 96%). Performance assessment is equally weighted between projects delivered on schedule and on budget.


Customer satisfaction: 8.3 (Threshold 7.6, Target 8.1, Outstanding 8.6); Brand Preference: 13.8% (Threshold 13.8%, Target 14.2%, Outstanding 14.6%). Performance assessment is equally weighted between customer satisfaction and brand recognition.


Based on the percentage of Adjusted Earnings in the Marketing segment from lower-carbon energy products (on a life cycle basis), defined as biofuels and EV charging, as well as non-energy products, defined as lubricants, bitumen, sulphur (agriculture and forestry), and earnings from convenience retail. The name of this category has been amended from “Progress in the energy transition” (as disclosed in the 2021 Directors’ Remuneration Report) to “Shell’s journey in the energy transition” to more precisely reflect the nature of this metric.

Accordingly, the REMCO decided the final bonus outcome should be 146% of target and 73% of maximum. This results in a bonus of £2,590,000 for Ben van Beurden and £1,180,000 for Sinead Gorman for the period she was CFO during 2022.

2022 bonus outcome calculation

Ben van Beurden

Target bonus:£1,420,000 (base salary)x 125% = £1,775,0002022 scorecardresult 1.46£2,590,000 [A]Target bonus:£1,420,000 (base salary)x 125% = £1,775,000£2,590,000 [A]2022 scorecardresult 1.46

Sinead Gorman

2022 scorecardresult 1.46Target bonus:£900,000 (base salary)x 120% = £1,080,000Pro ratafactor 9/12th£1,180,000 [A]Target bonus:£900,000 (base salary)x 120% = £1,080,000£1,180,000 [A]2022 scorecardresult 1.46Pro ratafactor 9/12th
[A] Rounded down to the nearest £5,000. Half was delivered in shares subject to a three-year holding period which extends beyond the Executive Director's tenure.

Long-term Incentive Plan vesting: 2020 LTIP

In 2020, Ben van Beurden was granted a conditional share award under the LTIP of 300% of salary. Sinead Gorman’s 2020 award is also disclosed for transparency, notwithstanding that she was not an Executive Director at the time. The awards were made prior to the onset of COVID-19 in March 2020, meaning there was no possibility of windfall gains from the subsequent fall in share price. While there was a 13% reduction in share price since the 2019 award, this was below the threshold at which an adjustment would be considered, and therefore no adjustment was made to the award size.

In determining the vesting outcome, the REMCO considered Shell’s performance over the three-year period January 1, 2020 to December 31, 2022:

  • Relative CFFO: in absolute terms, 2022 performance was strong with CFFO at $68 billion (including working capital). On a relative basis as compared against the 2019 base year when Shell also generated strong CFFO of $42 billion, Shell ranked fourth, resulting in 0% vesting for this measure.
  • Relative TSR: over the performance period, Shell returned around $44 billion to shareholders in the form of dividends and share buybacks, whilst TSR was 14.3%. Relative to the other energy majors, Shell’s TSR ranked fourth, resulting in 0% vesting for this measure.
  • Relative ROACE: Shell’s absolute 2022 ROACE for LTIP purposes was 15.9% (note that ROACE for the LTIP calculation is based on disclosed net income and is not adjusted for the after-tax interest expense and therefore differs from disclosed ROACE). On a relative growth basis compared against 2019 when Shell’s ROACE was 5.80%, Shell ranked third, resulting in a 80% of target vesting outcome.
  • Absolute FCF: strong performance in 2021 and 2022 resulted in total FCF of $107.1 billion being generated over the three years, above our maximum threshold of $80 billion. This resulted in a 200% of target vesting outcome on this measure. Note that FCF for the first three quarters of 2022 is 3.5x higher than the equivalent in 2013, when Brent price was similar, evidencing strong management performance in addition to price tailwinds.
  • Absolute energy transition: the outcome of this measure is determined holistically by the REMCO, taking account of Shell’s performance against defined performance indicators and also Shell’s wider performance in accelerating its transition to a net-zero emissions business. Overall, the REMCO determined the vesting outcome as 180% of target. Commentary on energy transition performance is provided below.
2020 LTIP vesting outcomes – performance measures

Performance Measures






(out of the maximum 200%)

Vesting outcome
(% of target award)

Performance ranked against the other energy majors: BP, Chevron, ExxonMobil and TotalEnergies




























Performance assessed against internal financial and strategic targets










Energy transition




See below














The 2020 LTIP energy transition metrics focused on those elements that we understood at the time would make the most impact in achieving our goals over the three-year performance period relating to net carbon intensity, the growth of our power business, the growth of lower-carbon products, and the development of systems to absorb, capture and store carbon. The approach to the LTIP allows us to experiment and learn what is effective and which behaviours and actions will deliver net zero in a profitable way. Accordingly, the REMCO uses the performance indicators as guidance, rather than applying a formulaic vesting outcome, when making its decisions.

Our carbon targets

In 2022 we continued our progress on our path to net zero by 2050. At the end of 2022, we reduced our Scope 1 and 2 emissions by 30%, and the net carbon intensity of our energy products by 3.8% from our 2016 reference year.

Net carbon emissions

Scope 1 & 2 operational emissions

2030target20212016referenceyear83milliontonnesCO2e68milliontonnesCO2e58milliontonnesCO2e41milliontonnesCO2e0tonnesCO2e2050target20222030target20212016reference year83 milliontonnes CO2e68 milliontonnes CO2e58 milliontonnes CO2e41 milliontonnes CO2e0tonnes CO2e2050target2022

Net carbon intensity (NCI)


2016referenceyear20212022202320242025203020352050-100%79-45%-20%-9-13%-9-12%-6-8%-3.8% [A]-2.5% [A]2016referenceyear20212022202320242025203020352050-100%-45%-20%-9-13%-9-12%-6-8%-3.8% [A]-2.5% [A]79
[A] 2021 target 2-3% reduction, 2022 target 3-4% reduction, both achieved.

2020 energy transition performance condition: outcome

To help to transform the energy system, Shell’s strategy is to develop a portfolio that will:

  • provide more electricity to customers, while also driving a shift to renewable electricity;
  • develop low- and zero-carbon alternatives to traditional fuels, including biofuels and hydrogen; and
  • address any remaining emissions from conventional fuels with solutions such as carbon capture and storage and nature-based solutions.

Progress against these strategic goals is assessed under the LTIP, alongside the reduction in the total net emissions of all energy products sold, as measured by Shell’s net carbon intensity (NCI) target.

  • Net carbon intensity- Icon (icon)

    Net carbon intensity (NCI) – Performance indicator met

    We have medium-term targets to reduce our NCI by 20% by 2030, 45% by 2035 and a long-term target of 100% by 2050, compared with 2016 levels. Our short-term NCI targets are consistent with these medium-term targets.

    We achieved our short-term target for the 2020-22 LTIP cycle to reduce our NCI by 3-4% compared with the 2016 base year, with a 3.8% reduction by 2022.

  • Growing a material power business- Icon (icon)

    Growing a material power business – Performance indicator substantively met

    As with much of the early stages of the energy transition journey, we have been in a phase of piloting and learning and we expect that to continue for some time as we create the foundations on which a valuable power business can be built. We are doing this by entering new markets to access customers and developing new commercial pathways by creating a funnel of renewable power capacity options and then converting these options to realised investments. Over the performance cycle, the Power business has developed, learning how to manage risk and execute projects that can leverage Shell’s existing strengths, with the key challenge remaining to identify and act on opportunities that deliver appropriate returns.

    • We set out in 2020 with a goal to enter three new markets, aligned with the target markets under our 2019 strategy for the power business for direct power sales to end-consumers (applying a materiality threshold of 1 terawatt hour (TWh) of power sold per annum) cumulatively since 2019. We achieved two new entries with the ERM acquisition in Australia (now trading as Shell Energy) and our growing power business in Germany which reached the materiality threshold in Q4 2022. While our initial target markets were aligned with the 2019 power strategy, this business has evolved rapidly and the REMCO also took account of market entries in India, Japan and Italy which while not aligned with the original strategy, are consistent with the objectives of entering new markets and creating a customer base. Alongside these the REMCO noted other milestones of progress in establishing our customer base such as the acquisition of Inspire, a USA-based renewable energy residential retailer, and Powershop, an online energy retailer serving more than 185,000 customers in Australia. We have also refined our thinking on this metric as the Power business has evolved, and from the 2021 LTIP have moved to assessing progress based on the total power sales measured in TWh of power sold and the proportion of those sales which are from renewables.
    • We also set out to secure renewable power generation capacity options of 5–10 GW and are well beyond target at 47 GW over the LTIP cycle. Investments, such as Sprng Energy group (a $1.55 billion investment, completed in August 2022), a solar and wind platform in India which brought significant operational renewable power generation capacity and a pipeline of new projects, and Savion (completed in December 2021), a US solar and energy storage developer, are key to enabling us to continue to learn where we can be competitive with the strength of our integrated value chain and generate attractive returns.
    • A target of post-FID capacity of 2-4 GW from renewables was set for the LTIP, which was met with 3.6 GW of post-FID capacity achieved. Notable investments towards building this capacity include the Sprng acquisition and the Crosswinds development in the Netherlands which began construction in 2022. In total, Shell has invested £7 billion in renewable power projects cumulatively since 2019.
    • Emerging economies present some of the fastest-growing power markets in the world. Focusing on Africa and South-east Asia, Shell is aiming to build an integrated sustainable power business, helping customers access electricity from cleaner sources. Shell intended to invest $200 million in energy access customers over the LTIP period. By the end of 2022, we had completed $190 million, falling slightly short of the initial target. The most notable investment was the acquisition of Daystar Power (completed in December 2022), a West African provider of hybrid solar power solutions to businesses. Daystar was an important growth milestone for Shell’s emerging market power business, and can help address a critical energy gap for many businesses that currently rely on diesel generators for back-up power. Investments such as Daystar give Shell platforms to develop our customer propositions in dynamic and growing markets for renewable energy, as we look to expand the renewables business away from mature markets.

    One of the key challenges we have experienced over the LTIP cycle has been volatility and lower-than-expected returns. This has sharpened our focus on prioritisation of value over volume. In the power space that means a shift in our focus to compete in a way that utilises the unique nature and skills of Shell’s integrated business to give us the competitive advantage and deliver appropriate returns on this energy transition journey.

  • Growing lower-carbon products-Icon (icon)

    Growing lower-carbon products - Performance indicator met

    Shell is investing in low- and zero-carbon products such as renewable electricity, hydrogen and biofuels, working closely with our customers to identify the products they need to decarbonise. Shell’s biofuels strategy is to develop and invest in the projects and technologies to develop a profitable manufacturing business converting sustainable feedstocks to low-carbon fuels across three main categories: Hydroprocessed Esters and Fatty Acids (HEFA)/Hydrotreated Vegetable Oil (HVO), Renewable Natural Gas (RNG), and advanced biofuels. In the years ahead we also aim to be a leading player in a global hydrogen economy, developing integrated hydrogen hubs to serve industry and heavy-duty transport. The 2020 LTIP cycle supported this by setting a number of performance indicators which were aimed at de-risking advanced biofuels technologies and the overall abatement of CO2 from Shell’s investment in low-carbon fuels.

    • Over the LTIP performance period we took equity positions in two advanced biofuels projects (Lanzajet (USA) and Enerkem Varennes (Canada)), ahead of the performance indicator which was set for the LTIP of one investment in a commercial biofuels project. Shell together with its partners has agreed to a revised allocation of equity in the Enerkem Varennes Carbon Recycling (VCR) project and over time Shell expects to reduce its long-term percentage holding in the VCR project. Therefore, the REMCO determined that it would count only one project.
    • For the LTIP we also set a performance indicator of 1,500 Tonnes a day (T/d) of carbon equivalent abated through HVO biofuels and RNG from waste sources, which was met with 8,894 T/d abated, largely through the Shell Rotterdam biofuels facility, which Shell took final investment decision on in September 2021. Once built this will be among the largest biofuels facilities in Europe, producing enough renewable diesel to avoid 2,800,000 tonnes of CO2 per year. The start-up of our first US RNG plant (Oregon) in January 2022 and final investment decisions on three further RNG plants (Kansas, Idaho) also support this target.
    • The REMCO set a performance indicator to identify a number of lead projects for Shell’s proprietary biomass to liquids technology, iH2, for delivery once the technology development release is issued. While no FIDs were taken, two priority iH2 projects (Norway and US) are progressing.

    Beyond the set targets, the REMCO also considered some of the wider developments that Shell undertook which demonstrate how Shell can help meet society’s need for cleaner energy through low-carbon fuels. This included the final investment decision on Holland Hydrogen I in July 2022, which will be Europe’s largest renewable hydrogen plant when operational from 2025. The 200 MW electrolyser will produce up to 80 tonnes of renewable hydrogen a day, with power coming from the offshore wind farm Hollandse Kust (noord), with some of the hydrogen produced used to replace grey hydrogen at the Shell Energy and Chemicals Park Rotterdam.

    The ultimate proof of the strategy and the contribution that low-carbon fuels can make in reducing emissions is being able to produce and sell these at scale, and the REMCO noted that Shell is one of the world's largest traders and blenders of biofuels. The Brazilian joint venture Raízen, in which Shell has a 44% interest, is one of the world's largest biofuels producers and in November 2022, Shell announced an agreement to buy 3.25 billion litres of sugar-cane ethanol under a long-term agreement with Raizen. In December 2022, Shell reached an agreement to acquire Nature Energy, the largest producer of renewable natural gas in Europe (with the acquisition completed in February 2023), supporting Shell’s ambitions to grow its low-carbon fuels production.

  • Develop emissions sinks-Icon (icon)

    Develop emissions sinks - Targets met

    The development of systems that capture and store or absorb carbon is required as part of the global response to climate change to reduce and compensate for emissions where there are not currently scalable low-carbon alternatives. The 2020-22 LTIP energy transition performance condition focused on getting started on developing the commercial value chains and capacity for future projects, with metrics based on taking FID on a number of the projects.

    In 2020, we intended to progress nature-based solutions verified by recognised carbon credit standards. Carbon credits generated by high-quality nature-based projects may be used to offset emissions in line with the mitigation hierarchy of avoid, reduce and offset.

    • Over the LTIP performance cycle we have taken FID on 15 projects, well ahead of the 4-8 FID set as a performance indicator in 2020, reflecting both the growth in the market for carbon credits and the development of capability within Shell as the business matures.
    • In 2020, we set a performance indicator to mature one carbon capture and storage project to post-FID. In 2020, we took FID on Northern Lights, our Norwegian CCS joint venture (Shell interest 33.3%). We continue to have a healthy number of projects we are developing on CCS at a global level.
    • By the end of 2022, our Quest project in Canada (Shell interest 10%) had captured and safely stored more than 7.5 million tonnes of CO2 since it began operating in 2015. In Australia, the Gorgon project (Shell interest 25%, operated by Chevron), which started operating in August 2019, had stored more than 7 million tonnes of CO2 by the end of 2022.
  • There are also a number of broader indicators of Shell’s progress in the energy transition that the REMCO considered when making its overall vesting determination. During 2020, Shell:

    • Announced its target to become a net-zero emissions energy business by 2050.
    • Published the Industry Associations Climate Review update, including Shell’s updated climate-related policy positions and our payments to keep industry associations.

    During 2021, Shell:

    • Launched its Powering Progress strategy to transition of our business to net-zero emissions, including targets to reduce the carbon intensity of energy products we sell by 6-8% by 2023, 9-12% by 2024, 9-13% by 2025, 20% by 2030, 45% by 2035 and 100% by 2050.
    • Offered an advisory vote on Shell’s energy transition strategy to our shareholders for the first time, achieving support of 89%.
    • Put in place a simpler, more cost-effective organisation needed to implement Powering Progress.
    • Published the 2021 Industry Associations Climate Review, extending our coverage to 36 industry associations.
    • Formed more than 50 collaborations with other leading companies aiming to be at the forefront of the energy transition.

    During 2022, Shell:

    • Completed the Simplification of Shell plc, aligning its tax residence with its country of incorporation and established a single line of shares, allowing Shell to respond to the challenges of the energy transition by managing its portfolio with greater agility.
    • Published its first Energy Transition Progress Report and offered an advisory vote on Shell’s progress to our shareholders for the first time, achieving support of 79.9%.
  • Overall, the REMCO determined that the energy transition measure (accounting for 10% of the award) should vest at 180% of target.

The REMCO reviewed Shell’s broader performance over the performance period (see below for detailed discussion), and also reflected on the share price at award and on vesting, noting that the share price had increased by 24%, and that appreciation accounted for 16% of the total value of the CEO’s LTIP at vest, and was satisfied that no windfall gain had arisen.

The REMCO decided that the LTIP outcome was consistent with the target opportunity and intended operation of the plan under the Policy and appropriate, and therefore no adjustment to the vesting outcome was required. Accordingly, the REMCO decided that the LTIP should vest at 81% of target (equivalent to 41% of maximum).

The overall LTIP vesting outcome, including an illustration of the impact of share price movements and accrued dividends, is set out below. The CEO's and CFO’s vested awards are subject to a further three-year holding period which extends beyond their tenure as Executive Director.

2020 LTIP vesting outcome

Ben van Beurden

Change in share price: [B]162,477 x €5.62€912,309Vesting outcome: [A]200,589 x 81% =162,477 ordinary shares€3,858,831 Total LTIP Vesting:188,790 ordinary shares€5,543,827£4,914,397 [D] Accrued dividends: [C]26,313 ordinary shares€772,687Vesting outcome: [A]200,589 x 81% =162,477 ordinary shares€3,858,831 Change in share price: [B]162,477 x €5.62€912,309Accrued dividends: [C]26,313 ordinary shares€772,687Total LTIP Vesting:188,790 ordinary shares€5,543,827£4,914,397 [D]

Sinead Gorman

Change in share price: [B]18,225 x £6.17£112,430Vesting outcome: [A]22,500 x 81% =18,225 ordinary shares£362,058 Total LTIP Vesting:21,213 ordinary shares£552,291Accrued dividends: [C]2,988 ordinary shares£77,804Vesting outcome: [A]22,500 x 81% =18,225 ordinary shares£362,058 Change in share price: [B]18,225 x £6.17£112,430Accrued dividends: [C]2,988 ordinary shares£77,804Total LTIP Vesting:21,213 ordinary shares£552,291
[A] Based on the share price at award of €23.75 for Ben van Beurden and £19.87 for Sinead Gorman. For details of Jessica Uhl's 2020 LTIP, see the “Pyments to past Directors” section.
[B] Calculated based on the opening share price on March 3, 2023 minus the share price at the date of award. For Ben van Beurden: €29.37 – €23.75 = €5.62; for Sinead Gorman: £26.04 – £19.87 = £6.17.
[C] Based on the opening share price on March 3, 2023 of €29.37 for Ben van Beurden and £26.04 for Sinead Gorman.
[D] Converted from EUR to GBP using a spot exchange rate on March 3, 2023.

Consideration of 2022 final pay outcomes

In determining the final pay outcomes for 2022, the REMCO also considered the personal performance of the Executive Directors.

Personal performance

It has been an unprecedented period for the energy sector. The exceptionally strong financial performance in 2022 is attributable in part to the macro environment, but also, in the view of the REMCO, reflects the outstanding personal contributions and teamwork from management in recent years. Over the last three years, the Executive Directors have demonstrated strong and compassionate leadership navigating the Company through the pandemic and volatility in energy prices. They also implemented a new organisational structure (Project Reshape), simplified the share structure and aligned the Company’s tax residence with its country of incorporation to strengthen Shell’s competitiveness and accelerate both shareholder distributions and delivery of strategy to become a net-zero emissions energy company.

CEO: Ben van Beurden

The REMCO acknowledges the fundamental role the CEO’s strategic and operational leadership has played in enabling Shell to achieve financial outcomes to deliver on our commitment to increase shareholder distributions, while we reduce net debt. Key successes are noted throughout this report and in particular in discussions of the 2022 annual bonus and 2020 LTIP vesting outcomes. By the end of 2022, the CEO had led delivery of:

  • Strong financial results with net income of $43 billion and Adjusted Earnings of $40 billion, and CFFO (including working capital) of $68 billion against plan targets of $40 billion, reflecting continuous high-grading of our upstream assets and the strength of our trading businesses;
  • Delivery of $26 billion of shareholder distributions in 2022, representing a return, in absolute terms, to pre-pandemic levels (2019 was around $25 billion);
  • Net debt at $45 billion, down from $79 billion at the end of 2019;
  • Launching the Powering Progress strategy including Shell’s intent to become a net-zero emissions business and achieving 89% support in a shareholder advisory vote on the proposed energy transition strategy;
  • Implementing a new organisational structure;
  • Simplifying the share structure and aligning the Company’s tax residence with its country of incorporation allowing Shell to respond to the challenges of the energy transition by managing its portfolio with greater agility;
  • Material upstream divestments and downstream portfolio rationalisation, as well as new acquisitions in direct support of our net-zero goals. These actions have protected and strengthened the balance sheet, enabling Shell to advance the Powering Progress strategy in a highly volatile macro environment.

The CEO has continued to play a leading role in the energy transition, both internally in driving performance against our strategic objectives and externally in directing conversations with policymakers, industry groups, shareholders and other key stakeholders towards the practical measures needed to transform the energy system.

Under the CEO’s personal leadership, Shell took decisive early action to announce its intent to withdraw from Russian oil and gas. The CEO has been strong and principled in his position, and the Company has worked hard to support the safety of our staff and contractors in Ukraine, Russia, and neighbouring countries. We also support relief efforts, and take action when we need to do so.

The CEO’s relentless focus on safety during the period has seen remarkable improvement in safety scores. The safety refresh, which focused on applying a learner mindset and psychological safety, has encouraged employees to learn from mistakes and successes and speak up freely.

People survey scores further increased during 2022, including the achievement of the best “employee engagement” result in the last 12 years and the highest ever “organisational leadership” and “team leadership” scores across Shell.

CFO: Jessica Uhl (until March 31, 2022); Sinead Gorman (April 1, 2022 onwards)

Maintaining discipline on capital, operating and lease expenditure and the implementation of an updated capital allocation framework to balance growth and shareholder distributions was a key focus for the CFO during a particularly turbulent period. The Company’s financial success during 2022 was underpinned by the finance function’s disciplined capital stewardship and the effective management of our financial framework, allocating higher cash flows from high commodity prices towards debt reduction, capex and shareholder distributions. Optimising business risk management has allowed us to respond with agility to the volatile energy market.

A key achievement over the last three years has undoubtedly been the successful delivery of the simplification of Shell plc. The successful completion of the establishment of a single line of shares, and the alignment of Shell’s tax residence with its country of incorporation in the UK was hugely complex and challenging, and the REMCO recognises the pivotal role that the CFO played in its success.

The CFO supported the CEO in managing Shell’s continued withdrawal from Russian hydrocarbons following an escalation in the war in Ukraine. This included external reporting, and managing the Company’s responses to fast-changing regulations and sanctions, and their impact on the Company’s ability to meet contractual obligations in the exit of our Russia ventures in our Upstream, Integrated Gas, and Downstream businesses. The CFO also oversaw the introduction of new segments of reporting (introduction of Renewables and Energy Solutions, Marketing, and Chemicals and Products segments), with improved external financial and operational quarterly disclosures, promoting transparency for shareholders and other stakeholders.

The CFO led delivery of publication of the Shell Energy Transition Strategy and enhanced climate change disclosures in the Annual Report, which is part of our continuing work to implement the recommendations of the Task Force on Climate-related Financial Disclosures. Tax contribution reporting has also been expanded to include total tax contribution data on 21 countries and a summary of key tax issues in relation to the energy transition.

A highlight from 2022 has been the digitalisation of internal financial planning processes, enabling a step change in the quality, process and experience of internal processes, in particular in forecasting and business planning.

The REMCO considered the single figure outcomes for the CEO and the CFO. It noted that the overall remuneration outcome was higher than last year for the CEO. The REMCO was satisfied that these single figure outcomes represented a fair level of remuneration. In finalising its remuneration decisions for 2022, the REMCO considered a range of factors, including:

  • Shell’s performance in 2022 and over the LTIP performance period 2020-2022 and the formulaic outcomes of the bonus and the LTIP performance condition;
  • The impact of fatalities on the formulaic scorecard outcome;
  • Absolute and relative TSR performance over the period;
  • A range of other factors that take account of Shell’s performance beyond the formulaic outcomes of the variable pay structures, including safety, reputation, ethics and compliance, and feedback from the Audit Committee and the Safety, Environment and Sustainability Committee (SESCo);
  • The macro-economic environment and wider stakeholder experience, and shareholders’ expectations with regard to executive pay decision-making;
  • The Executive Directors’ remuneration compared with the variable pay outcomes for the general workforce;
  • The alignment of the Executive Directors with the shareholder experience through their high shareholding requirements;
  • The Executive Directors’ remuneration compared with historical outcomes; and
  • The personal performance of the Executive Directors.

After reflecting on the above factors, the REMCO was satisfied that the Policy had operated as intended.

2022 LTIP

Scheme interests awarded to Executive Directors in 2022 (audited)

In 2022, the Executive Directors were granted conditional share awards under the LTIP as set out in the table below. In approving the awards, the REMCO considered Shell’s historical share price, including the share price over the prior year, and noted that the share price at grant was not lower than average historical levels for both Executive Directors and was higher than in 2021. The REMCO determined that the risk of windfall gain was limited, and therefore no adjustment was made to the award size.





Potential amount vesting

Scheme interest type

Type of interest awarded

End of performance period

Target award [A]

Minimum performance
(% of shares awarded) [B]

Maximum performance (% of shares of the target award) [A]


Performance shares

December 31, 2024

Ben van Beurden: 209,131 London-listed ordinary shares, equivalent to 3.0x base salary or £4,260,000
Sinead Gorman: 105,675 London-listed ordinary shares, equivalent to 2.7x base salary or £2,430,000


Maximum number of shares vesting is 200% of the shares awarded, before dividends.


The award for Ben van Beurden was based on the closing market price on the date of grant, February 4, 2022, for ordinary shares of £20.370. The award for Sinead Gorman was based on the closing market price on the date of grant, May 6, 2022, for ordinary shares of £22.995. Jessica Uhl did not receive an LTIP award in 2022.


Minimum performance relates to the lowest level of achievement, for which no reward is given.

The measures and weightings applying to LTIP awards made in 2022 were: CFFO (20% weighting), TSR (20%), ROACE (20%), FCF (20%), and energy transition (20%).

Relative measures

The relative measures are based on our performance on a number of key financial and external measures against our closest comparators. For each measure, we rank growth based on the data points at the end of the performance period compared with those at the beginning of the period.

  • As in prior years, the CFFO metric is based on point-to-point growth in CFFO from the base year to the final year of the performance period.
  • TSR is based on the change in share price plus dividends, and is calculated in US dollars using a 90-day averaging period (based on 45 days either side of the start and end date of the performance period).
  • The ROACE metric is defined as point-to-point growth in ROACE from the base year to the final year of the performance period, where ROACE is net income as a percentage of the average capital employed for the period. Capital employed consists of total equity, current debt and non-current debt. To facilitate comparison, our calculation of Shell’s ROACE for the purpose of the LTIP differs from that described in “Performance indicators” in that there is no adjustment for after-tax interest expense.

Vesting under each relative measure is assessed independently, with the vesting outcome ranging from 0% to 200% of the target award in respect of the measure, in accordance with the following vesting schedule:

  • Ranking first equals 200% vesting;
  • Ranking second equals 150% vesting;
  • Ranking third equals 80% vesting; and
  • Ranking fourth or fifth equals 0% vesting.

Outperforming Shell’s closest competitors on key financial metrics is challenging. The REMCO is aware that vesting for median performance is generally set at a limit of 25% of maximum for other UK companies, but notes that this is typically applied against a larger comparator group. A vesting outcome of 80% for median performance (40% of maximum) in a small comparator group is considered appropriate by the REMCO.

Absolute measures


The FCF performance condition supports the delivery of our cash flow priorities, which are to service and reduce debt, pay dividends, buy back shares and make future capital investments.

The performance targets for FCF will be set by reference to Shell’s annual operating plans, based on the aggregate of plan FCF targets over the three-year performance period. Given that FCF is heavily influenced by the volatility of oil and gas prices, the annual operating plans are updated each year to set an annual target to reflect a changing oil price premise. As a result, FCF targets are set annually for each annual operating plan and will be disclosed in aggregate retrospectively after the three-year period. The REMCO has considered setting a three-year target at the outset, but it believes such an approach would require adjustments for the oil and gas price premise and other matters at the end of the period, given the unpredictability and volatility in oil and gas prices. The REMCO has a long-standing no-adjustments policy which leads it to believe that a more appropriate approach is to set the target based on the aggregation of the annual operating plans.

Under the FCF measure, achievement of threshold performance will result in 40% of the target award (20% of maximum) in respect of the FCF measure vesting, increasing to full vesting for achievement of outstanding performance. A straight-line vesting schedule will apply for performance between threshold and outstanding.

Energy transition

For the 2022 award, the energy transition element comprised a number of strategic measures that laid the foundation for Shell to achieve our longer-term ambitions in the energy transition. There are four main categories, a mix of leading and lagging indicators, each comprising a number of quantitative and qualitative performance indicators. Performance in each category is reviewed independently; together, it provides a guiding framework for the REMCO’s holistic assessment of energy transition performance over the three years. In determining the final vesting outcome between 0% and 200% of the target level, the REMCO takes account of Shell’s wide progress in the energy transition beyond the defined measures.

The four measures are as follows:

  • Build a valuable power business: our ambition is to expand our power business through selective investments in generation and by reselling power generated by others;
  • Grow new low- and zero-carbon energy product offerings: continue to invest in low- and zero-carbon products such as renewable electricity, hydrogen, biofuels and chemicals;
  • Develop emission sinks: invest in carbon capture and storage opportunities, to reduce emissions where there are no currently scalable low-carbon alternatives, and in the development of high-quality nature-based projects, to compensate for emissions; and
  • Net Carbon Intensity: reduce NCI of the energy products Shell sells.

Progress in the energy transition is not expected to be linear because it will reflect the pace of change of society as a whole and the speed at which Shell makes progress with its strategic business objectives. As a result, performance indicators have been set as ranges. The quantitative performance indicators are commercially sensitive, so they will not be disclosed until the end of the performance period (or until they are no longer considered commercially sensitive).

Further information on the energy transition performance measure is provided in the section “Executive Directors”.

For an update on Shell’s energy transition, see the Shell Energy Transition Progress Report from

TSR underpin

If Shell’s TSR ranking is fourth or fifth, the level of the award that can vest on the basis of the other measures will be capped at 50% of the maximum.

Performance update on FCF

2021 LTIP award

At December 31, 2022, FCF performance was above target, with a strong outcome of $40.3 billion for 2021 (target $9 billion), and $46 billion for 2022 (target $18 billion). As one year of FCF performance remains, and 80% of the award is subject to relative and energy transition performance conditions, this does not reflect the potential vesting of the award.

2022 LTIP award

At December 31, 2022, FCF performance was above target, based on $46 billion for 2022 (target $18 billion). As two years of FCF performance remain, and 80% of the award is subject to relative and energy transition performance conditions, this does not reflect the potential vesting of the award.

Executive Director changes

The previous CFO, Jessica Uhl, began working in the UK effective December 31, 2021. In early 2022, we announced that given her family circumstances, a long-term relocation to the UK was not sustainable, and the Company accelerated the managed succession plan and Jessica Uhl stepped down as CFO and as a Director of Shell plc on March 31, 2022, and left Group service on June 30, 2022. Details of Jessica Uhl’s remuneration for 2022 may be found in the single figure table on top of this page, and the “Payments for loss of office” and “Payments to past Directors” sections.

As disclosed in last year’s Directors’ Remuneration Report, Sinead Gorman was appointed to the Board as CFO effective April 1, 2022. On appointment, her salary was £900,000 per annum, and during 2022, she received salary and benefits in line with the Policy, and her pension is aligned to the UK defined contribution pension arrangements offered to new Shell employees. Sinead Gorman was also eligible to receive a pro rata annual bonus of up to 240% of salary and a target LTIP award of 270% of salary, in line with the Policy. The remuneration paid to Sinead Gorman in respect of her service as an Executive Director during 2022 is disclosed in the single figure table.

As a result of a managed succession process led by the Chair of the Board, Ben van Beurden stepped down as CEO on December 31, 2022. He will continue working as a full-time adviser to the Board, focusing on matters related to the cost-of-living crisis, energy security, and supporting advice to governments and regulators until June 30, 2023, after which he will leave the Group. Ben van Beurden will be eligible for a pro-rated annual bonus in relation to the performance year 2023, and his outstanding LTIP awards will be reduced to reflect time served, and vest at the normal time subject to performance. Ben van Beurden will not receive a 2023 LTIP award.

Ben van Beurden’s contract was a rollover of the Dutch end-of-employment arrangements under which cessation of employment was by mutual agreement and not by notice. Accordingly, the 2020 Policy provided for a maximum loss of office payment of one year’s annual pay (base salary plus target bonus), in line with Dutch statutory end-of-employment compensation.

Following relocation to the UK, the Dutch statutory provisions are no longer the appropriate point of reference and in determining the appropriate compensation for loss of office the REMCO took into consideration UK market norms and acted in the best interests of Shell and shareholders as a whole. Ben van Beurden will receive a payment of £1,420,000, equivalent to one times base salary (which, for the avoidance of doubt, does not include target bonus), to be phased in six equal monthly instalments between July 1, 2023 and December 31, 2023, and outstanding payments will be reduced by 50% if he secures a paid position (excluding Non-executive Directorships) in that period.

While Ben van Beurden was under a four-month notice period as a legacy of his Dutch arrangements, his cessation of employment is by mutual agreement and therefore notice has neither been given nor received. Had cessation of employment been by notice, it would have commenced from the date of announcement of his stepping down as an Executive Director. Going forward, the 2023 Policy proposes alignment to UK market practice (i.e. a 12-month notice period).

Ben van Beurden and Jessica Uhl are subject to post-employment shareholding requirements for a period of two years post-termination, and their share awards remain subject to holding periods.

As previously announced, Wael Sawan was appointed as CEO effective January 1, 2023. His salary is £1,400,000, and he receives benefits and pension (in the form of pension cash allowance of 20% of salary) in line with the Policy. He is eligible for a target annual bonus of 125% of salary, and he received a target award under the LTIP of 300% of salary in February 2023.

Single figure of total remuneration for Non-executive Directors (audited)







£ thousand



Taxable benefits [A]









Dick Boer






Neil Carson






Ann Godbehere







Euleen Goh







Jane Holl Lute [B]







Catherine J. Hughes







Martina Hund-Mejean







Sir Andrew Mackenzie [C]







Bram Schot [D]






Gerrit Zalm [E]







UK regulations require the inclusion of benefits where these would be taxable in the UK, on the assumption that Directors are tax residents in the UK. On this premise, the taxable benefits include the cost of a Non-executive Director’s occasional business-required partner travel. Shell also pays for travel between home and the head office, where Board and Committee meetings are typically held, and related hotel and subsistence costs. For consistency, business expenses for travel between home and the head office are not reported as taxable benefits because for most Non-executive Directors this is international travel and hence would not be taxable in the UK.


Appointed as a Director with effect from May 19, 2021.


Appointed Chair of the Board with effect from May 18, 2021.


Appointed as a Director with effect from May 24, 2022.


Stepped down as a Director with effect from May 24, 2022.

carbon dioxide
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free cash flow
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greenhouse gas
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Long-term Incentive Plan
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net carbon intensity
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Remuneration Committee
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total shareholder return
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