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Directors' Remuneration for 2023

Single figure of total remuneration for Executive Directors (audited)





£ thousand


Wael Sawan [A]

Sinead Gorman





2022 [B]

Salaries [C]




Taxable benefits [D]




Pension [E]




Total fixed remuneration




Annual bonus [F]








Total variable remuneration




Other [H]


Total remuneration




in US Dollars




in Euros





Wael Sawan was appointed CEO and a Board Director effective January 1, 2023.


Sinead Gorman was appointed CFO and a Board Director effective April 1, 2022. Accordingly, her remuneration for 2022 relates to the period April 1 to December 31, 2022. See 2022 Directors' Remuneration Report for further details.


Base salary: Wael Sawan's base salary was set at £1,400,000 on his appointment to the Board. Sinead Gorman's base salary for 2023 was set at £925,000 (+2.8% from 2022).


Benefits: in respect of 2023, Wael Sawan's benefits included time-limited relocation-related costs (£334,778), car allowance (£29,890), and gross-up costs (£9,829). Sinead Gorman's benefits included time-limited relocation-related costs (£128,319), car allowance (£29,890), and gross-up costs (£36,082).


Pension: Wael Sawan and Sinead Gorman received cash in lieu of pension contributions equal to 20% of base salary in 2023.


Annual bonus: the full value of the bonus in respect of performance in 2023, comprising both the 50% delivered in cash and 50% bonus delivered in shares. For 2024, the market price of shares on February 26, 2024 for London-listed shares (£24.94) was used to determine the number of shares delivered, resulting in 28,796 ordinary shares for Wael Sawan and 18,276 ordinary shares for Sinead Gorman, net of tax.


LTIP: the amounts reported for 2023 relate to the 2021 LTIP award, which vested on March 7, 2024, at the market price of €29.27 and £24.75 for Amsterdam-listed and London-listed ordinary shares, respectively. The value in respect of the LTIP is calculated as the product of: (i) the number of shares of the original award multiplied by the vesting percentage, plus accrued dividend shares, and (ii) 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 €1,026,217 for Wael Sawan and £324,230 for Sinead Gorman. The amounts shown for Wael Sawan and Sinead Gorman both relate to awards made prior to their appointment to the Board, and are shown here for transparency. The performance measures are the same as those applying to LTIP awards made to Executive Directors.


Incremental remuneration in respect of 2022 for services as CEO Designate, in anticipation of becoming CEO in 2023. Wael Sawan did not perform the role of CEO during the CEO Designate time period. Amount includes pro rata salary and performance bonus, plus time-limited relocation-related costs.

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


During the year, Wael Sawan 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. 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.

Annual bonus

The annual bonus is intended to reward the delivery of short-term targets derived from the operating plan. The REMCO reviews the bonus measures, weightings and targets annually to evolve with Shell's strategy and circumstances, and to ensure that the targets remain stretching but realistic. For 2023, the mathematical bonus outcome was 1.58. The REMCO reviewed performance against the scorecard, as below.

Financial delivery (35% weighting): we delivered $54.2 billion of CFFO against our target of $44 billion, helped by a robust macro and operational performance as well as working capital inflows. This exceeded our outstanding performance threshold of $54 billion, leading to a maximum outcome on this measure. As a reminder, the REMCO has a long-standing 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.

Operational excellence (35%): a key underpin of our performance, operational excellence ensures we deliver for our customers and drive financial performance:

  • Asset management excellence: Upstream controllable availability was outstanding with excellent performance in Gulf of Mexico (GOM), Kashagan, Petroleum Development Oman (PDO) and Bonga. Midstream availability was below target. Chemicals and Refining availability was also below target as a result of challenges at Shell Polymers Monaca (USA) as well as the recovery after a fire in Deer Park (USA) earlier in the year.
  • Project delivery excellence: project delivery was above target. Highlights for the year include the successful start-ups of Vito (USA) and Oman Gas (Block 10) Phase 1 in the first quarter, with Timi (Malaysia) coming on stream in the second half of the year. The year ended on a high note with Mero-2 (Brazil) coming on stream in late December.
  • Customer excellence: Customer Satisfaction Index was above target. This was driven by continued improvements in our customer platform and coordinated efforts to proactively communicate with our customers and manage demand during supply chain challenges, as well as dynamic pricing changes. Our Brand Share Preference was also above target.

Overall the outcome for operational excellence was above target.

"Shell's journey in the energy transition" (15%):

  • Selling lower-carbon products: 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 table below for the list of products included in this metric). We are below target for a range of reasons including lower lubricants demand and higher costs for lower-carbon Mobility products.
  • Reducing operational emissions: 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 does not include the impact of divestments and acquisitions. The 2023 outcome was outstanding, reflecting the cumulative effects of actions across the portfolio, which support our target to halve Scope 1 and 2 operational emissions by 2030 on a net basis (2016 baseline). This includes abatement projects, use of renewable energy, and permanent shutdowns or conversions ("right-sizing") of assets.
  • Partnering to decarbonise: we are building an electric vehicle charging business to help decarbonise road transport. In 2023 we opened 60 new electric vehicle hubs in China, Belgium, the Netherlands, and Germany, including our biggest electric vehicle site in the world in China, together with our joint-venture partner BYD.

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

Safety (15%): it remains our priority to run our day-to-day operations safely and ensure 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 63 events recorded compared with 66 in 2022, setting a new record for Shell, confirming our top-tier performance in the industry.
  • 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. Overall, 2023 SIF-F performance was of a similar magnitude to 2022 (which was itself a marked improvement from prior years), which is testament to the ongoing focus of our employees in keeping colleagues safe.

Overall, the score on the safety measure was at maximum. While underlying safety performance was strong, we tragically lost contractor colleagues during 2023. The REMCO reflected carefully on these events and Shell's broader safety performance and determined that the bonus outcome should be adjusted downwards to 1.55 (see "The REMCO's reflections on safety" below).

The REMCO's reflections on safety

Safety is Shell's first priority and our Powering Progress strategy is underpinned by this. It is critical that our operations run safely every day and that we strive to ensure the well-being of all of our people.

Shell uses Serious Injury and Fatality Frequency (SIF-F) as our scorecard measure for personal safety performance. SIF-F tracks the frequency at which injuries with life-changing consequences occur under Shell operational control. This allows us to focus management and organisation attention on the most serious incidents. We assess process safety using the number of Tier 1 and 2 events. This tracks the frequency of unplanned or uncontrolled releases of materials from Shell's operations.

Some shareholders have asked how we approach target-setting for the SIF-F metric. To be clear, our ultimate target is zero harm to people. We have made good progress in reducing the number of personal safety events over a long period of time, with reductions in the number of fatalities and injuries (see chart below).

Personal safety performance 2000-2023

0 10 20 30 40 50 60 0.0 2.5 5.0 7.5 10.0 Fatalities Total Recordable Case Frequency a b a Fatalities TRCF b 0 20 30 10 40 50 60 0.0 5.0 10.0 2015 2010 2005 2000 2020

SIF-F is an important tool to drive further improvement in safety and take us closer to our goal of zero harm. The metric focuses management and organisational attention on those incidents with the potential to cause most damage. To assess performance, the REMCO sets clear performance ranges based on historical outcomes, industry benchmarks, and taking account of our planned activities for the year.

Following discussions with shareholders in 2023, the REMCO reviewed its approach to considering fatalities. It determined to retain SIF-F and to avoid formulaic mechanisms. The REMCO chose to adopt a discretionary framework which takes account of multiple reflection points, including the circumstances of the fatalities, consideration of systemic issues, the wider safety context, and any safety events outside of the reporting framework. This framework supports holistic and detailed consideration of the circumstances arising, and consistent and fair judgement of safety performance over time.

In 2023, four contractors under Shell operational control lost their lives in tragic incidents. Four government security agents also died in one of those incidents. With two of the incidents, the root causes have been identified as design and human factors during the operation of physical assets: one contractor colleague in Malaysia tragically died during scaffolding work and one contractor colleague in the Philippines died after a fall from height. The other incident in Nigeria, where a contractor convoy which included the government agents was ambushed by unknown gunmen in late December 2023, remains under investigation.

In 2023, aside from fatalities, the outstanding personal and process safety performance achieved in 2022 was sustained. The portion of incidents where barriers and controls were effective in avoiding tragic outcomes (i.e. "failed safe") was higher than in the prior year. Process safety performance as measured by API Tier 1 & 2 events was the lowest on record and at top quartile of the industry benchmark.

After careful consideration of Shell's holistic safety performance in 2023 including the outcome of the formal metrics, the four recordable fatalities that occurred during 2023, and Shell's long-term progress on safety using the discretionary framework, the REMCO has determined that the scorecard outcome for Executive Directors should be adjusted downwards from 1.58 to 1.55. The reduction in the bonus outcome as a result of the adjustment is equal to c.4% of salary for both Executive Directors.

In February 2024, a contractor injured in a December 2023 tugboat fire incident in Nigeria sadly died. While this is reflected in the 2023 SIF-F outcome, it will be assessed as part of the REMCO's considerations of safety performance outcomes for 2024.

The table below summarises the 2023 annual bonus scorecard measures including their weightings, targets and outcomes.

2023 annual bonus scorecard measures and weightings

Performance Measures




(score of 0 out of 2)

(score of 1 out of 2)

(score of 2 out of 2)


(out of 2)

Financial delivery

Cash flow from operations









Operational excellence

Asset management excellence [A]




See note A


Project delivery excellence [B]




See note B


Customer excellence [C]




See note C


'Shell's journey in the energy transition'

Selling lower-carbon products [D]









Reducing operational emissions



Thousand tonnes CO2






Partnering to decarbonise



Number of EV charge points







Personal safety



SIF-F cases per 100 million working hours






Process safety



Number of events











Mathematical performance outcome







Adjusted outcome



Upstream controllable availability: 87.3% (Threshold 82.2%, Target 84.2%, Outstanding 86.2%); Midstream availability: 89.1% (Threshold 88.4%, Target 90.4%, Outstanding 92.4%);
Chemicals and Refinery availability: 91.2% (Threshold 93.1%, Target 94.1%, Outstanding 95.1%). Performance assessment is equally weighted between Upstream, Midstream, and Chemicals and Refining.


Projects delivered on schedule: 82% (Threshold 30%, Target 65%, Outstanding 100%); project delivery on budget: 104.8% (Threshold 110%, Target 103%, Outstanding 96%). Performance assessment is equally weighted between projects delivered on schedule and on budget.


Customer Satisfaction Index: 8.4 (Threshold 7.6, Target 8.1, Outstanding 8.6); Brand Share Preference: 14.2% (Threshold 13.0%, Target 13.7-13.8%, Outstanding 14.5%). Performance assessment is equally weighted between Customer Satisfaction Index and Brand Share Preference.


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 electric vehicle charging, as well as non-energy products, defined as lubricants, bitumen, sulphur (agriculture and forestry), and earnings from convenience retail.

Accordingly, the REMCO decided the final bonus outcome should be 155% of target and 77.5% of maximum. This results in a bonus of £2,710,000 for Wael Sawan and £1,720,000 for Sinead Gorman.

2023 bonus outcome calculation

Wael Sawan

198-bonus-calculation-wael-sawan-mobile 2023 scorecardresult 1.55 Target bonus: £1,400,000 (base salary) x 125% = £1,750,000 £2,710,000 [A] 198-bonus-calculation-wael-sawan Target bonus: £1,400,000 (base salary) x 125% = £1,750,000 £2,710,000 [A] 2023 scorecardresult 1.55

Sinead Gorman

198-bonus-calculation-sinead-gorman-mobile 2023 scorecardresult 1.55 Target bonus: £925,000 (base salary) x 120% = £1,110,000 £1,720,000 [A] Target bonus: £925,000 (base salary) x 120% = £1,110,000 £1,720,000 [A] 2023 scorecardresult 1.55
[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: 2021 LTIP

In 2021, Ben van Beurden and Jessica Uhl, at the time Executive Directors, were granted conditional share awards under the LTIP. The vesting of these awards is discussed in the "Payments to past Directors" section.

Wael Sawan and Sinead Gorman's 2021 LTIP awards are also disclosed for transparency, although they were not Executive Directors at the time of the award.

In determining the vesting outcome, the REMCO considered Shell's performance over the three-year period January 1, 2021 to December 31, 2023:

  • Relative CFFO: on a relative basis as compared against the 2020 base year, Shell ranked fifth, resulting in 0% vesting for this performance condition.
  • Relative TSR: over the performance period, Shell returned around $58 billion to shareholders in the form of dividends and share buybacks, whilst TSR was 92%. Relative to the other energy majors, Shell's TSR ranked second, resulting in 150% vesting for this performance condition.
  • Relative ROACE: Shell's absolute 2023 ROACE for LTIP purposes was 7.2% (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 ROACE as calculated for purposes other than remuneration). On a relative growth basis compared with the 2020 base year, Shell ranked fourth, resulting in 0% of vesting for this performance condition.
  • Absolute FCF: strong performance in all three years resulted in total FCF of $122.8 billion, above our maximum threshold of $71 billion. This resulted in a 200% of target vesting outcome on this performance condition.
  • Absolute energy transition: the outcome of this performance condition is determined holistically by the REMCO, taking account of Shell's performance against defined performance indicators and also Shell's wider performance as it transitions to a net-zero emissions energy business. Overall, the REMCO determined the vesting outcome as 120% of target. Commentary on energy transition performance is provided below.
2021 LTIP vesting outcomes – performance measures

Performance conditions






(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













Our carbon targets

In 2023 we continued our progress on our path to become a net-zero emissions energy business by 2050. At the end of 2023, we had reduced our Scope 1 and 2 emissions by 31%, and the NCI of our energy products by 6.3% from our 2016 baseline.

Net carbon emissions – Scope 1 & 2 operational emissions

2016 baseline 2022 2021 2023 2030target 2050target 83million tonnesCO 2 e 41million tonnesCO 2 e 57million tonnesCO 2 e 58million tonnesCO 2 e 68million tonnesCO 2 e 0tonnesCO 2 e 199-net-carbon-emissions 2016 baseline 2022 2021 2023 2030target 2050target 83million tonnesCO 2 e 41million tonnesCO 2 e 57million tonnesCO 2 e 58million tonnesCO 2 e 68million tonnesCO 2 e 0tonnesCO 2 e 199-net-carbon-emissions

Net carbon intensity (NCI)

(gCO 2e/MJ)

2023 2024target [B] 2025target [B] 2030target -6.3% [A] -9–12% -9–13% -15–20% 2050target -100% -3.8% [A] 2022 -2.5% [A] 2021 79 2016baseline 199-net-carbon-intensity-mobile -100 -50 0 2023 2024target [B] 2025target [B] 2030target -6.3% [A] -9–12% -9–13% -15–20% 2050target -100% -3.8% [A] 2022 -2.5% [A] 2021 79 2016baseline 199-net-carbon-intensity
[A] 2021 target 2-3% reduction, 2022 target 3-4% reduction, and 2023 target 6-8% reduction; all achieved.
[B] Targets set by the REMCO. Shell continuously evaluates and updates its energy transition strategy, including its interim targets.

2021 LTIP energy transition performance condition: outcome

Outcomes for the energy transition performance condition are determined by the REMCO based on quantitative performance and a qualitative assessment focused on Shell's short-term NCI reduction target and those elements that we understood at the time would make the most impact on achieving our goals over the three-year performance period relating to NCI: the growth of our power business, the growth of lower-carbon products, and the development of systems to absorb, capture and store carbon. This approach to the LTIP is intended to support experimentation and learning as to what actions will help deliver net-zero emissions in a profitable way. Accordingly, the REMCO uses the performance indicators as guidance, rather than applying a formulaic vesting outcome, when making its decisions.

  •  (icon)

    Net carbon intensity (NCI) – performance indicator met

    We achieved our short-term target for the 2021-23 LTIP cycle to reduce our NCI by 6-8% compared with the 2016 baseline, with a 6.3% reduction by 2023. In making its decision, the REMCO reviewed how the target was met including changing product sales, the use of emission offsets, such as carbon credits, and the retirement of Renewable Energy Certificates, recognising the importance of these in the energy transition.

  •  (icon)

    Growing the power business – performance indicator substantively met

    A key element of the purpose of the early cycles of the LTIP was to encourage learning about how to profitably decarbonise and the REMCO paid close attention to management's work to refine the strategic direction for the Power business over the performance cycle. This has changed from an emphasis on growth in the customer base to a more selective focus on those areas where Shell has competitive advantages in the optimisation and marketing of molecules, enabling Shell to generate returns and create shareholder value. For example, in 2023 Shell undertook a strategic review of its consumer power retail business in Europe, which was determined not fitting for that revised strategy and hence was divested with a connected reduction in sales volumes. Stretching targets around growing Shell's power sales were set (original target 340 TWh/year with 279 TWh/year achieved in 2023), with attention also on decarbonising those power sales, with targets for creating a pipeline of renewable power generation capacity options (target of 5-10 GW well exceeded with 41.4 GW at the close of 2023) and generating renewable power sales (offtake volumes target of 3 GW also exceeded with 4.9 GW). A target was also set for a 16-22% reduction in carbon intensity for the Power Portfolio against the 2020 base year. Changes in reporting methodology mean it is not possible to compare 2023 intensities against 2020 on a like-for-like basis. However, the REMCO noted the steady decrease in carbon intensity for the Power Portfolio over the cycle (2021: 66 gCO2e/MJ; 2022: 58 gCO2e/MJ; 2023:
    49 gCO2e/MJ). In assessing the outcome, the REMCO also noted the strong wider progress made over the performance period, and in particular the strategic acquisitions of Sprng in 2022 and Savion in 2021 which provide important platforms for growing future low-carbon offerings in solar. Meanwhile in wind, 2023 saw the significant milestone of our CrossWind offshore wind joint venture in the Netherlands becoming operational.

  •  (icon)

    Growing new lower-carbon product offerings – performance indicator partially me

    Shell is investing in low- and zero-carbon products such as renewable electricity, hydrogen and biofuels, working closely with customers to help identify the products they need to decarbonise. Metrics for the performance cycle were designed to encourage development across this range of offerings, against which the REMCO noted a number of successes. Shell is one of the world's largest traders of biofuels and our Brazilian joint venture Raizen (Shell interest 44%) is one of the world's largest producers and blenders of biofuels. This is a position that has been further developed over the performance period with the acquisition of Nature Energy, making Shell Europe's largest producer of renewable natural gas (RNG), and with commencing construction of the Shell Rotterdam Biofuels hydro-processed esters and fatty acids (HEFA) facility, which will be amongst the largest in Europe when on stream. The REMCO also set a target for 8,000 out-of-home electric vehicle charge points which was well exceeded with more than 54,000 as Shell looks to leverage its global network of service stations and existing strengths of the marketing business to generate returns. Balancing this, the REMCO also reflected on the fact that many of the commercial pathways for these offerings are emerging more slowly than anticipated. Holland Hydrogen 1 provides 200 MW of production capacity and is an important platform for future hydrogen development. This is below the ambitious target of
    500 MW originally set for this LTIP cycle. However, on balance, the REMCO considered this a strong outcome as customer demand, technology de-risking and proven business models for hydrogen continue to develop. A target of 6 mtpa of carbon abated through the deployment of low-carbon fuels was also narrowly missed (5.3 mtpa achieved). Finally, a target was set for three investments in commercial-scale advanced biofuels projects. While two were achieved (LanzaJet and Enerkem Varennes), technology platforms and commercially viable pathways proved slower to develop than anticipated and CAPEX was redeployed.

  •  (icon)

    Develop emissions sinks – performance indicator not 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 REMCO originally set a target of 25 mtpa CO2 offset by carbon credits through carbon-neutral customer offerings. 4 mtpa was achieved as customer demand and willingness to pay for these types of offering failed to materialise at the rate anticipated. Targets were also set for maturing carbon, capture, utilisation, and storage projects to final investment decision. Against the original target of three projects, two were achieved, highlighting the high degree of stretch in the original targets. The REMCO was comfortable that the outcome reflected commercial decision-making by the business in support of appropriate value creation.

  • Overall, the REMCO determined that the energy transition measure (accounting for 20% of the award) should vest at 120% of target.

The REMCO considered the Company's share price at the time of the awards, and determined to reduce the 2021 LTIP awards by 11.8% and 8.0% from the usual target award levels for Ben van Beurden and Jessica Uhl, respectively. The REMCO was cognisant of possible windfall gains arising from share price volatility in 2020, and took decisive action upfront to reduce awards at the start of the cycle to moderate the potential impact on LTIP award values. Notwithstanding the REMCO's proactive approach at the time of award, following the conclusion of the performance period, the REMCO further reflected on the share price at award and on vesting, noting that share price appreciation accounted for 34% of the total value of Wael Sawan's LTIP at vest. Taking this and the reduction to the initial awards into account, the REMCO was satisfied that the potential for windfall gains had been appropriately addressed.

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 94% of target (equivalent to 47% of maximum).

The overall LTIP vesting outcomes for Wael Sawan and Sinead Gorman, including an illustration of the impact of share price movements and accrued dividends, are set out below. Wael Sawan was an Executive Committee member during 2021, and therefore his vested 2021 award is subject to a further three-year holding period which extends beyond his tenure as Executive Director, in line with the policy for Executive Committee members (and Executive Directors). Sinead Gorman was a Senior Executive during 2021, and therefore her vested 2021 award is not subject to further holding, though the shareholding guideline policy is applicable.

2021 LTIP vesting outcome

Wael Sawan

201-ltip-vesting-2022-ceo-mobile Change in share price: [B]92,120 x €11.14€1,026,217 Vesting outcome: [A]98,000 x 94% =92,120 ordinary shares€1,670,136 Total LTIP Vesting:103,849 ordinary shares€3,039,660£2,600,667 [D] Accrued dividends: [C]11,729 ordinary shares€343,307 201-ltip-vesting-2022-ceo Vesting outcome: [A]98,000 x 94% =92,120 ordinary shares€1,670,136 Change in share price: [B]92,120 x €11.14€1,026,217 Accrued dividends: [C]11,729 ordinary shares€343,307 Total LTIP Vesting:103,849 ordinary shares€3,039,660£2,600,667 [D]
[A] Based on the share price at award of €18.13 for Wael Sawan and £13.80 for Sinead Gorman. For details of Ben van Beurden and Jessica Uhl’s 2021 LTIP awards, see the "Payments to past Directors" section.
[B] Calculated based on the opening share price on March 7, 2024 (being the 2021 LTIP vesting date) minus the share price at the date of award. For Wael Sawan: €29.27 – €18.13 = €11.14; for Sinead Gorman: £24.75 – £13.80 = £10.95.
[C] Based on the opening share price on March 7, 2024 of €29.27 for Wael Sawan and £24.75 for Sinead Gorman.
[D] Converted from EUR to GBP using a spot exchange rate on March 7, 2024.

Sinead Gorman

201-ltip-vesting-2022-cfo-mobile Change in share price: [B]29,610 x £10.95£324,230 Vesting outcome: [A]31,500 x 94% =29,610 ordinary shares£408,618 Total LTIP Vesting:33,699 ordinary shares£834,061 Accrued dividends: [C]4,089 ordinary shares£101,214 Vesting outcome: [A]31,500 x 94% =29,610 ordinary shares£408,618 Change in share price: [B]29,610 x £10.95£324,230 Accrued dividends: [C]4,089 ordinary shares£101,214 Total LTIP Vesting:33,699 ordinary shares£834,061
[A] Based on the share price at award of €18.13 for Wael Sawan and £13.80 for Sinead Gorman. For details of Ben van Beurden and Jessica Uhl’s 2021 LTIP awards, see the "Payments to past Directors" section.
[B] Calculated based on the opening share price on March 7, 2024 (being the 2021 LTIP vesting date) minus the share price at the date of award. For Wael Sawan: €29.27 – €18.13 = €11.14; for Sinead Gorman: £24.75 – £13.80 = £10.95.
[C] Based on the opening share price on March 7, 2024 of €29.27 for Wael Sawan and £24.75 for Sinead Gorman.

Consideration of 2023 single figure outcomes

In determining the final single figure outcomes for 2023, the REMCO also considered the personal performance of the Executive Directors.

Personal performance

The Executive Directors have demonstrated strong leadership in 2023. CEO Wael Sawan has made changes early in his tenure to simplify the Executive Committee for greater alignment, focus and accountability, enabling faster and better decision-making. Together with CFO Sinead Gorman, he has brought organisational focus on performance, discipline and simplification, driving an approach of creating more value while reducing emissions.

Key successes are noted throughout this report, particularly on the 2023 annual bonus and on the 2021 LTIP vesting outcome, and additional comments are provided below.

The sector faces many challenges. Critical to a successful 2023 has been Wael's leadership of the organisation, setting out an agenda to deliver increased shareholder returns through a balanced energy transition, helping to provide the secure energy the world needs whilst making progress towards our net-zero emissions targets. Demonstrating this focus, Capital Markets Day (CMD) in June 2023 set out a plan to operationalise the Powering Progress strategy with a clear and concise set of targets presented to the market. The Energy Transition Strategy 2024 (ETS24), worked on extensively by the leadership team in 2023, is another example of clear focus and effective collaboration (see the Shell Energy Transition Strategy 2024 on By the end of 2023, key achievements also included:

  • Delivery of strong financial results with net income of $19.6 billion and Adjusted Earnings* of $28.3 billion, and CFFO of $54.2 billion against plan target of $44 billion, reflecting continuous high-grading of our upstream assets and the strength of our trading businesses;
  • Delivery of $23 billion of shareholder distributions* in 2023, 2% above the 30-40% of CFFO promised at CMD 2023;
  • Reduction of net debt* to $43.5 billion;
  • Continued refining of the portfolio, agreeing to sell home energy businesses in the UK and Germany, as well as the Shell Pakistan business;
  • Delivery of improved operational performance, including Pearl GTL reaching 97% availability in the second quarter of 2023, one of its highest to date; and new production coming on line at the Timi platform in Malaysia which is powered by wind and solar energy, and lighter than a conventional platform, reducing both costs and emissions;
  • Continued delivery of a range of lower-carbon projects including our CrossWind joint venture designed to produce the equivalent of around 3% of Dutch electricity demand; the opening of Shell's largest global charging site for electric vehicles in Shenzhen, China; and producing biofuel from sugar cane waste at the new second-generation ethanol plant, the world's largest, in our joint venture Raízen in Brazil;
  • Setting out a clear framework in CMD for a simplified set of financial and carbon targets for the coming three years and in doing so, building Shell's investment case through the energy transition. Over the period between CMD and December 31, 2023, total returns have been 13.4% (compared with 8.5% for a global oil and gas index);
  • Preparing for ETS24, published on March 14, 2024;
  • Continuing Shell's role in shaping the broader energy conversation through engagements at CERAWeek, ADIPEC, and Energy Intelligence Forum and Shell's publication of new Energy Security scenarios (Archipelagos and Sky 2050);
  • Maintaining a strong tone of care and safety ethos; and
  • Maintaining Group-wide top quartile 2023 people survey scores for employee engagement and team leadership, alongside improvements in other areas that are key to our success such as collaboration and learner mindset.

* Non-GAAP measure (see Non-GAAP measures reconciliations).

During 2023, Sinead Gorman assumed responsibilities for strategy and sustainability in addition to finance. Working closely with the CEO, Sinead Gorman has played a pivotal role in delivering a year characterised by strong financial results, improved financial resilience and capital discipline. She has steered the finance function's disciplined capital stewardship and effective management of Shell's financial framework, allowing Shell to meet its organisational objectives and commitments to shareholders. By the end of 2023, Sinead Gorman's key achievements included:

  • Playing a critical role in coordinating and driving the review that led to CMD 2023;
  • Leading the team preparing for ETS24, taking stock of our progress, seeing what we have learnt, and supporting the team and the Board to consider the strategic choices as we transform Shell;
  • Bringing significant focus to lease management as well as working capital management;
  • Expanding the Tax Contribution Report to disclose not only the corporate income tax we paid across 97 countries but also our total tax contribution in more than half of these; and
  • Driving healthy challenge on capital expenditure, allowing tightening of the range from $23-27 billion to $23-25 billion earlier than expected and allowing Shell to make shareholder distributions at the higher end of our guided range.

The REMCO also considered a range of other factors in finalising its remuneration decisions for 2023, including:

  • Shell's performance in 2023 and over the LTIP performance period 2021-2023, and the formulaic outcomes of the bonus and the LTIP performance conditions;
  • The impact of fatalities on the formulaic scorecard outcome;
  • Absolute and relative TSR performance over the period;
  • A range of 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 and Risk Committee and the Sustainability Committee;
  • The external environment and wider stakeholder experience, including shareholders' expectations with regard to executive pay decision-making and the employee experience;
  • 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; and
  • The Executive Directors' remuneration compared with historical outcomes.

After reflecting on the above factors, the REMCO was satisfied that the Policy had operated as intended, and that the single figure outcomes for the CEO and the CFO represented a fair level of remuneration.

2023 LTIP

Scheme interests awarded to Executive Directors in 2023 (audited)

In 2023, the Executive Directors were awarded 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 award was around 20% higher than in 2022, and higher than average historical levels. 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)


Performance shares

December 31, 2025

Wael Sawan: 173,985 London-listed ordinary shares, equivalent to 3.0x base salary or £4,200,000
Sinead Gorman: 103,458 London-listed ordinary shares, equivalent to 2.7x base salary or £2,497,500


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


The awards for both Executive Directors were made based on the closing market price on the date of grant, February 3, 2023, for ordinary shares of £24.14.


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

The performance conditions and weightings applying to LTIP awards made in 2023 were: relative cash generation (25% weighting), relative TSR (25%), absolute OFCF (25%), and energy transition (25%).

Relative performance conditions

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

Cash generation is defined as CFFO divided by average capital employed, and measures Shell's ability to generate the top-line cash flow to finance investment in our business and shareholder distributions.

TSR measures actual value created for shareholders (i.e. change in share price plus dividends), and as in prior years, is calculated in US dollars using a 90-day averaging period.

Vesting under each relative performance condition 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

Organic free cash flow (OFCF)

The OFCF 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 OFCF are set by reference to Shell's annual operating plans, based on the sum of plan OFCF targets over the three-year performance period, and updating the plan each year to reflect a changing price premise. The REMCO has a long-standing no-adjustments policy, and believes it is more appropriate to set the target based on the aggregation of the annual operating plans rather than setting a three-year target at the outset and making necessary adjustments at the end. OFCF targets are disclosed retrospectively and in aggregate, following the conclusion of the three-year period.

Under the OFCF performance condition, achievement of threshold performance will result in 40% of the target award (20% of maximum) in respect of the OFCF vesting, increasing to full vesting for achievement of outstanding performance. A straight-line vesting schedule will apply for performance between threshold and outstanding. In 2023, the performance condition moved from FCF to OFCF to place greater emphasis on the operational outcomes.

Energy transition

For the 2023 award, the energy transition performance condition is based on NCI reduction and the supporting strategic themes of reducing Scope 1 and 2 emissions; building a renewable power business; growing new low-carbon energy offerings; and developing emission sinks and offsets with the REMCO making a holistic assessment of progress when making the vesting decision. The key factors in the REMCO's decision will be disclosed at the end of the performance period (unless commercially sensitive).

Under CMD, a number of long-term performance indicators were retired, and therefore the REMCO's determination of the extent to which awards will vest will be based on:

  • Shell's related climate targets of short-term NCI reduction target of 9-13% by 2025 and halving Scope 1 and 2 emissions under operational control by 2030 on a net basis (2016 baselines);
  • A qualitative assessment of the strategic context and business environment for the strategic themes; and
  • A quantitative assessment of delivery of the operating plans for those businesses with most responsibility for the strategic themes.

For an update on Shell's energy transition, see the 2024 Shell Energy Transition Strategy from

TSR underpin

If Shell's TSR ranking is fourth or fifth, the level of the 2023 award that can vest on the basis of the other measures will be capped at 50% of the maximum.

Performance update on FCF/OFCF

2022 LTIP award

At December 31, 2023, FCF* performance was above target, with a strong outcome of $46 billion for 2022 (target $18 billion), and $36.5 billion for 2023 (target $24 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.

2023 LTIP award

At December 31, 2023, OFCF* performance was above target, based on $35.9 billion for 2023 (target $22 billion). As two years of OFCF performance remain, and 75% of the award is subject to relative and energy transition performance conditions, this does not reflect the potential vesting of the award.

* Non-GAAP measure (see Non-GAAP measures reconciliations). The most comparable GAAP financial measure for organic free cash flow is cash flow from operating activities of $54 billion for 2023.

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







£ thousand



Taxable benefits [A]









Dick Boer







Neil Carson







Ann Godbehere







Euleen Goh [B]







Jane Holl Lute







Catherine Hughes







Martina Hund-Mejean [B]







Sir Andrew Mackenzie







Sir Charles Roxburgh [C]




Bram Schot







Leena Srivastava [C]



Cyrus Taraporevala [D]





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.


Stepped down as a Director with effect from May 23, 2023.


Appointed as a Director with effect from March 13, 2023.


Appointed as a Director with effect from March 2, 2023.

Statement of Directors' shareholding and share interests (audited)

Shareholding guidelines

The REMCO believes that Executive Directors should align their interests with those of shareholders by holding shares in Shell plc.

Only unfettered shares count towards an Executive Director's shareholding. Shares delivered that are subject to holding requirements also count towards the guidelines. The CEO and the CFO have five years from their respective appointment to the Board to achieve their respective shareholding requirements.

There is a Company-sponsored nominee account for each employee which allows for restrictions to be applied on the sale or transfer of shares that are subject to holding periods. The restrictions remain in force beyond the Executive Director's employment.

Further details of the shareholding guidelines can be found in the section "Directors' Remuneration Policy".

Directors' share interests

The interests, in shares of the Company or calculated equivalents, of the Directors in office during 2023, including any interests of their connected persons, are set out in the table below.

Directors' share and scheme interests (audited)


Ordinary shares held at January 1, 2023

Ordinary shares held at December 31, 2023

Unvested and subject to performance conditions [A]

Shareholding guideline as % of salary

Current shareholding
as % of salary [B]

Executive Directors






Wael Sawan






Sinead Gorman






Non-executive Directors






Dick Boer






Neil Carson






Ann Godbehere

10,000 [C]





Euleen Goh


n/a [D]




Jane Holl Lute

7,046 [E]

7,332 [F]




Catherine Hughes

55,984 [G]





Martina Hund-Mejean

20,000 [H]

n/a [I]




Sir Andrew Mackenzie






Sir Charles Roxburgh






Bram Schot [K]




Leena Srivastava





Cyrus Taraporevala

250 [M]

10,000 [N]





Includes unvested long-term incentive awards and notional dividend shares accrued at December 31, 2023. Interests are shown on the basis of the original awards, which can vest at between 0% and 200% based on performance. Dividend shares accumulate each year on an assumed notional LTIP award. Such dividend shares are disclosed and recorded on the basis of the number of shares conditionally awarded but, when an award vests, dividend shares will be awarded only in relation to vested shares as if the vested shares were held from the award date.


Calculated using the £25.72 per share closing price on December 29, 2023, the last market day of 2023.


Held as 5,000 ADS. Each ADS represents two ordinary shares.


12,895 ordinary shares as at May 23, 2023, when she stepped down as a Director.


Held as 3,523 ADS. Revised to include purchases pursuant to a Dividend Reinvestment Scheme.


Held as 3,666 ADS. Includes purchases pursuant to a Dividend Reinvestment Scheme.


Held as 50,984 ordinary shares and 2,500 ADS.


Held as 10,000 ADS.


10,000 ADS as at May 23, 2023, when she stepped down as a Director.


As at March 13, 2023, when he was appointed as a Director.


On February 6, 2023, he disposed of 150 Leonteq Express Euro Denominated Certificates on ING, Shell, Unilever (ISIN: CH0470808913), with a nominal value of €1,000 each at a price of €1,007.70 per certificate. These certificates are cash settlement instruments of which payment of a conditional coupon depends for 1/3 on the development of the price of the Shell shares on Euronext Amsterdam and, as such, are a financial instrument linked to the Shell shares. On August 9, 2023, he disposed of 8,000 certificates Shell Turbo Long 6,5 BNP Paribas Markets (ISIN: NL0009558519) at a price of €22.345 (5,000 certificates) and a price of €22.342 (3,000 certificates). These certificates are cash settlement instruments the value of which is linked to the share price of the Company's ordinary shares with a nominal value of €0.07 each. In this case, the ratio is 1:1 and accordingly 8,000 certificates represent 8,000 Shell shares.


As at March 13, 2023, when she was appointed as a Director.


As at March 2, 2023, when he was appointed as a Director. Held as 125 ADS.


Held as 5,000 ADS.

The changes to Directors' shareholdings as at March 8, 2024 are as follows:

  • Wael Sawan's share interest increased by 82,797 ordinary shares after the delivery of the 2023 annual bonus shares and the vesting of the 2021 LTIP award; and
  • Sinead Gorman's share interest increased by 36,137 ordinary shares after the delivery of the 2023 annual bonus shares and the vesting of the 2021 LTIP award.

At March 8, 2024, the Directors and Senior Management (see section "The Board") of the Company beneficially owned, individually and in aggregate (including shares under option), less than 1% of Company shares. These shareholdings are not considered sufficient to affect the independence of the Directors.


In any 10-year period, no more than 5% of the issued ordinary share capital of the Company may be issued or issuable under executive (discretionary) share plans adopted by the Company, or 10% when aggregated with awards under any other employee share plan operated by the Company. To date, no shareholder dilution has resulted from these plans, although it is permitted under the rules of the plans, subject to these limits.

Payments for loss of office (audited)

There were no payments for loss of office to Executive Directors in 2023.

Payments to past Directors (audited)

Ben van Beurden stepped down from the Board and his role as CEO on December 31, 2022, and continued working as a full-time adviser to the Board until June 30, 2023. See the 2022 Directors' Remuneration Report for details of his role during 2023. As disclosed in last year's report, Ben van Beurden did not receive an LTIP award in 2023. His remuneration in respect of 2023 is set out below:

  • Base salary: £710,000.
  • Pension: pension cash allowance of 20% of salary.
  • Annual bonus: £1,210,000 (determined based on Shell's performance as at Q2 2023).
  • LTIP: Ben van Beurden received an LTIP award of 231,679 ordinary shares in 2021 (worth around 265% of salary), which has been pro-rated. The pro-rated award vested at 94% of target based on performance to December 31, 2023. Therefore, 204,589 ordinary shares (including accrued dividends) vested on March 7, 2024, with a value at vesting of €5,988,311 (equivalent to £5,123,469). A three-year holding period applies, which remains in force after termination.
  • Benefits: £270,681, including relocation-related costs (£200,051), car allowance (£14,945), and grossing costs (£51,031).
  • Loss of office: £1,420,000, equivalent to one times base salary. This was paid in six equal monthly instalments between July 1, 2023 and December 31, 2023, which would have been subject to mitigation in the event that he resumed a paid position in that time.

Former CFO Jessica Uhl received an LTIP award of 69,972 ADS in 2021 (worth around 248% of salary), which has been pro-rated. The pro-rated award vested at 94% of target based on performance to December 31, 2023. Therefore, 37,069 ADS (including accrued dividends) vested on March 7, 2024, with a value at vesting of $2,369,792. A three-year holding period applies, which remains in force after termination.

Payments below £5,000 are not reported as they are considered de minimis.

TSR performance and CEO pay

Performance graph

The graph below compares the TSR performance of Shell plc over the past 10 financial years with that of the FTSE 100 Index. The Board regards this index as the most appropriate broad market equity index for comparison, following the move of Shell's headquarters to the UK. Data shown is for the performance of RDS B shares prior to the assimilation of Shell's shares into a single line of ordinary shares on January 29, 2022.

CEO pay outcomes

The table below the graphs sets out (i) the single figure of total remuneration, (ii) the annual bonus outcome, and (iii) the LTIP vesting outcome for the CEO for the past 10 years.

Historical TSR performance

Value of hypothetical £100 holding

0 50 100 150 200 250 300 Shell plc FTSE 100 a b b a £50 £0 £100 £150 £200 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18 Dec-19 Dec-20 Dec-22 Dec-23 Dec-21 205-tsr-gpb-mobile 0 50 100 150 200 250 Shell plc b a FTSE 100 a b £50 £0 £100 £150 £200 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18 Dec-19 Dec-20 Dec-22 Dec-23 Dec-21 205-tsr-gpb













Ben van Beurden

Wael Sawan

Single figure of total remuneration
(£000) [A]

19,510 [B]










Annual bonus award
(% of maximum opportunity)










LTIP vesting
(% of maximum opportunity)












Prior to 2022, the CEO's remuneration was denominated in EUR. Each year's single figure of total remuneration has been converted to GBP using the 12-month average exchange rates for the year.


Ben van Beurden's single figure for 2014 was impacted by the increase in pension accrual calculated under the UK reporting regulations and tax equalisation as a result of his promotion and prior assignment to the UK.

Percentage change in remuneration of the Directors and employees

The table below compares the remuneration of the Executive and Non-executive Directors of Shell plc with an employee comparator group consisting of local employees in the UK, the USA, and the Netherlands. The local employee population of these countries is considered to be a suitable employee comparator group because: these are countries with a significant Shell employee base; a large proportion of senior managers come from these countries; and the REMCO considers remuneration levels in these countries when setting base salaries for Executive Directors. For the purposes of comparison, the change in employee remuneration is calculated by reference to the change in salary scale, benefits and annual bonus for a notional employee in each of the base countries, not by reference to the actual change in pay for a group of employees.

Taxable benefits are those that align with the definition of taxable benefits applying in the respective country. In line with the "Single figure of total remuneration for Executive Directors" table, the annual bonus is included in the year in which it was earned (rather than paid).

Percentage change in remuneration of Directors and employees [A]


Salary/fees (% change)

Benefits (% change)

Annual bonus (% change)














Employees [B]












Executive Directors













Wael Sawan

Sinead Gorman [C]




Non-executive Directors [D]













Dick Boer









Neil Carson









Ann Godbehere










Euleen Goh











Jane Holl Lute









Catherine Hughes











Martina Hund-Mejean










Sir Andrew Mackenzie









Sir Charles Roxburgh





Bram Schot









Leena Srivastava





Cyrus Taraporevala






Where the value for the preceding year was zero or the individual was not in post and therefore no comparison data is available, '-' is recorded.


Relates to change in pay for local employees in the UK, the USA and the Netherlands.


Sinead Gorman was appointed as CFO effective April 1, 2022. The changes in remuneration shown for 2022-23 are based on the period April 1, 2022 to December 31, 2022 for 2022, and a full year for 2023.


Non-executive Directors do not receive any short-term incentives. The increases shown reflect the individuals' appointment to the Board part-way through the prior year, or additional fees payable for joining Board Committees. For details of Board appointment and departure dates, see "Single figure of total remuneration for Non-executive Directors".

Relative importance of spend on pay

The table below sets out distributions to shareholders by way of dividends and share buybacks, and remuneration paid to or receivable by employees for the last five years, together with annual percentage changes.


Dividends and share buybacks [A]

Spend on pay (all employees) [B]


$ billion

Annual change

$ billion

Annual change

























Dividends paid and repurchases of shares as reported in the "Consolidated Statement of Changes in Equity".


Employee costs, excluding redundancy costs, as reported in Note 32 to the "Consolidated Financial Statements".

Spend on pay can be compared with the major costs associated with generating income by referring to the "Consolidated Statement of Income". Over the last five years, the average spend on pay was around 5% of the major costs of generating income. These costs are considered to be the sum of: purchases; production and manufacturing expenses; selling, distribution and administrative expenses; research and development; exploration; and depreciation, depletion and amortisation.

External appointments

Neither Wael Sawan nor Sinead Gorman held any external Non-executive Director positions during 2023.

Statement of voting at 2023 AGM

Shell's 2023 AGM was held on May 23, 2023. The result of the poll in respect of 2022 Annual Report on Remuneration was as follows:

Approval of 2022 Annual Report on Remuneration










Total cast

4,154,225,263 [A]


Withheld [B]




Representing 60.95% of issued share capital.


A vote withheld is not a vote under UK law and is not counted in the calculation of the proportion of the votes for and against a resolution.

The result of the poll in respect of the 2023 Directors' Remuneration Policy at the 2023 AGM was as follows:

Approval of 2023 Directors' Remuneration Policy










Total cast

4,155,984,424 [A]


Withheld [B]




Representing 60.97% of issued share capital.


A vote withheld is not a vote under UK law and is not counted in the calculation of the proportion of the votes for and against a resolution.

CEO pay ratio



25th percentile pay ratio

Median pay ratio

75th percentile pay ratio






Total pay and benefits:









Total pay and benefits:









Total pay and benefits:









Total pay and benefits:









Total pay and benefits:









Total pay and benefits:




Shell has chosen to use option A (as defined in UK reporting regulations) to calculate the CEO pay ratio in accordance with guidance from the UK government that this is the preferred approach and the most statistically accurate method for identifying the ratios. Under option A, a comparable single figure for all UK employees has been calculated in order to identify the employees whose pay and benefits are at the 25th, 50th (median) and 75th percentiles for comparison with the CEO. Employee pay has been calculated based on the total pay and benefits paid in respect of 2023 for all employees who were employed on December 31, 2023. For part-time workers and joiners in the year, pay and benefits have been annualised based on the proportion of their working time in the UK during the year. This is calculated with an approach consistent with the methodology for determining annual bonuses. The REMCO believes that this provides a fair and reasonable calculation of the pay ratios for Shell employees in the UK.

The ratio of the CEO's pay to the median UK employee is 58. The global pay ratio, calculated by comparing the CEO's single figure with the average employee headcount cost, is 78. The ratio at median for 2023 is lower than for 2022, reflecting a lower aggregate variable pay outcome for the new CEO in 2023 as compared with the previous CEO in 2022, and specifically, reflecting that his LTIP was granted prior to his appointment to the CEO role. Overall, the pay ratios are lower than in 2018 (the first year of reporting), reflecting reductions in the CEO bonus and LTIP opportunities over time, as well as changes in variable pay outcomes. The REMCO believes the CEO pay ratio for 2023 is appropriate and consistent with Shell's philosophy of pay for performance.

Directors' employment arrangements and letters of appointment

Executive Directors are employed for an indefinite period. Non-executive Directors, including the Chair, have letters of appointment. Details of Executive Directors' employment arrangements can be found in the Policy.

Further details of Non-executive Directors' terms of appointment can be found in the "Other regulatory and statutory information" and the "Governance framework" report.

Compensation of Directors and Senior Management

During the year ended December 31, 2023, Shell paid and/or accrued compensation totalling $57 million (2022: $53 million) to Directors and Senior Management for services in all capacities while serving as a Director or member of Senior Management, including $2 million (2022: $2 million) accrued to provide pension, retirement and similar benefits. The amounts stated are those recognised in Shell's income attributable to Shell plc shareholders on an IFRS basis. See Note 33 to the "Consolidated Financial Statements". Personal loans or guarantees were not provided to Directors or Senior Management.

Workforce engagement on remuneration matters

Workforce engagement

Our employees are fundamental to our success. Fostering a collaborative culture and reinforcing a learner mindset is central to delivering Powering Progress. The Board's view is that all Directors have a collective responsibility for workforce engagement, ensuring that employees' voices are heard on all business matters, including pay, and that the Company communicates effectively to employees on our remuneration policies and practices.

The Board and management regularly engage with the workforce through a range of formal and informal channels. These include webcasts and all-employee messages from our CEO and other senior leaders; town halls and team meetings; virtual coffee connects; interviews with senior management; internal social platforms; and focused engagements. During interactive sessions, employees have the opportunity to ask about any topic, including pay. The Board's preference is to build on existing, long-standing channels of engagement for discussions around remuneration. During the year, management engaged with the workforce on what the 2023 performance metrics meant for each of us, giving employees the opportunity to ask any questions on this topic.

We conduct annual employee surveys, which receive high levels of response (88% in 2023, an all-time high). The Board was pleased to note strong results for the 2023 Shell People Survey, maintaining the outcomes for 2022 in a number of engagement-related categories. These are very encouraging results and are testament to Shell's strength, maturity, and resilience.

Wider employee context

The REMCO receives annual updates on workforce remuneration topics, including employees' views on pay matters; CEO pay ratio; workforce reward philosophy and principles; alignment of Shell values and behaviours with remuneration practices; and general employee salary planning and variable pay outcomes, taking account of the cost of living environment and the impact of this on our colleagues. The REMCO is also periodically updated on wider employee matters such as the UK gender and ethnicity pay gap analyses. In this way, the REMCO is able to satisfy itself that reward across Shell is aligned to our strategy, culture, and long-term sustainable success.

Shell adheres to its fair pay principles in all remuneration-related matters. Pay in Shell is market-competitive, free from bias, and provides security to our employees. Shell sets clear performance expectations, gives employees the opportunity to share in Shell's success through a variety of variable pay schemes, and is transparent and clear in its communication of remuneration. For more information, visit the "Human Rights" section of

How executive remuneration aligns with wider Company pay policy

Executive remuneration structures in Shell are strongly aligned with the structures for the broader workforce, as set out in the table below.

  • Element
  • Comparison of Executive Director and wider workforce arrangements


The Executive Directors' salaries are reviewed with reference to the factors set out in the Policy, against defined comparator groups. The market-competitiveness of wider workforce salaries is assessed at a base country level.

Pension and benefits

The Executive Directors' pension benefits are aligned with those offered to employees who joined Shell from 2013 onwards in the UK. Shell does not operate separate executive pension arrangements. All Group employees participate in the relevant pension plan for their base country based on their date of joining.

The Executive Directors are eligible to receive the same benefits available to the broader workforce.

Annual bonus

The Group scorecard applicable to Group employees is identical to that applicable to Executive Directors in terms of performance measures, weightings, and targets. For the wider workforce, an additional multiplier applies based on individual performance during the year. No individual multiplier applies to Executive Directors, and further, 50% of the bonus is paid in shares, and the bonus is subject to malus and clawback provisions.

Long-term incentives

Executive Directors and around 130 senior executives participate in the LTIP on the same terms. Executive Directors' LTIP awards are subject to a three-year holding period. A further c.17,800 employees participate in the PSP; 50% of the performance conditions are the same as those for the LTIP.

Shareholding guidelines

The Executive Directors have the highest shareholding guidelines in the Company, which are set at 700% and 500% of salary for the CEO and the CFO, respectively. These guidelines continue post termination for a period of two years.

Shareholding guidelines extend into the organisation to senior manager level. Employees are required to achieve their individual guideline within a specified timeframe, as is the case for Executive Directors.

American Depositary Share
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Annual General Meeting
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American Petroleum Institute
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cash flow from operating activities
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Capital Markets Day
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Energy Transition Strategy 2024
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free cash flow
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generally accepted accounting principles
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greenhouse gas
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International Financial Reporting Standard(s)
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Long-term Incentive Plan
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net carbon intensity
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organic free cash flow
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Remuneration Committee
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total shareholder return
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