Red Bubble Annual Report 2022

5.2 Elements of Remuneration The following remuneration mix summarises the key components, and weightings associated, that make up the RECM: Executive KMP Role Fixed Remuneration (60%) At Risk Remuneration (40%) Fixed Salary (40%) Base Equity (20%) Long Term Incentive (40%) Michael Ilczynski CEO 800,000 400,000 800,000 Emma Clark CFO 463,500 231,750 463,500 Fixed Salary Base salary (and superannuation, in Australia only) intended to provide the Executives with the financial resources commensurate with executives at companies of a similar size in that location. FY2022 Base Equity (BE) BE ensures immediate alignment between executives and shareholders and creates an owner mindset in executives that has a retention impact within the compensation year. Executives are taking on risk when accepting part of their base compensation in equity. There is also a longer-term retention mechanism employed, with the BE granted in a given year also required to be held for one-year post vesting to ensure there is a continued focus on sustainable share value appreciation. The BE is part of the base compensation and does not have a performance hurdle beyond service requirements. It is designed to ensure Executives act as owners from the outset of each financial year. Further, with the US and other overseas remuneration practices in mind, the Board has assessed many alternative remuneration structures, noting that we acknowledge this award does not reflect typical Australian market practice. The Board determined that having a deferred equity component such as this BE award to be the best fit-for-purpose at this time to best align executives with shareholder experience in conjunction with the newly structured LTI award, noting that this approach to remuneration is widely accepted internationally. The Board has also continued to implement this award in light of the absence of any STI award, this award best reflects the markets in which we primarily operate. This award, importantly, is not a replacement for an STI award, but rather an extension of the base compensation provided to Executives, with the only performance-based element being our LTI award. The BE component of the RECM operates as outlined below: BE instrument Restricted Stock Units (RSUs) for US-based executives and US citizens resident in Australia or Germany. RSUs are rights to be issued Redbubble shares upon satisfaction of the applicable vesting conditions. Zero-priced options (ZPOs) for Australian-based (non-US resident) Executives. ZPOs are call options to acquire Redbubble shares, with a zero exercise price to convert the option into shares. Grant quantum The grant quantum of the BE award to Executives is calculated as a percentage of fixed salary. Grant date Grants are made on 1 October of the relevant year following the setting of total compensation for the year and Board approval. Vesting date Grants vest after 12 months, subject to the executive remaining in service with an RB Group company at the vesting date. The Board has unfettered discretion to determine any adjustment to awards at the time of vesting. Disposal restriction period 12 months following vesting. The holding period remains in place even if employment ends. Officers & Executives of the Group are subject to the RB Group share trading policy. Termination Executives forfeit grants that have not vested. Holding periods remain on foot. The Board has unfettered discretion to award pro-rata vesting in the event of an employee’s termination. Clawback In the event of serious misconduct or a material misstatement of RB Group’s financial statements, the Board has the discretion to reduce, cancel or clawback BE to the extent that the law will allow. Change of Control The early vesting of any unvested awards may be permitted by the Board in other limited circumstances such as a change in control of Redbubble. In these circumstances, the Board will determine the timing and proportion of any unvested awards that vest. FY2022 Long-Term Incentive (LTI) It is intended that LTI will allow executives to access uncapped fair upside based on strong shareholder value creation while assuming significant risk as the SARs have no value unless the Executive remains with the business for a minimum of 3 years and enterprise value grows at a rate that provides shareholders with attractive returns. The LTI component of the RECM operates as outlined below: LTI instrument Share Appreciation Rights (SARs) Grant quantum The grant quantum of the LTI award to Executives is calculated as a percentage of base salary. Grant date Grants are made on 1 October of the relevant year following the setting of total compensation for the year and Board approval. Vesting date & conditions The LTI’s vest on the earlier of either the third, fourth, or fifth anniversaries following the grant date subject to: • The Executive remaining employed at RB Group (time vesting) • The achievement of a compounding target of 10% Total Shareholder Return (TSR) per annum on either the third, fourth or fifth anniversaries following the grant date. The compounding return target is to be determined based on a 10% per annum Total Shareholder Return (TSR) from the time of grant. TSR is calculated as the total of the share price appreciation plus any dividends paid during the period. TSR has been chosen as the appropriate target so that Executives are fully aligned with shareholders. Disposal restriction period 12 months following vesting. The holding period remains in place even if employment ends. Termination Should a participant exit during the LTI vesting period, participants will retain pro-rata retention of LTI awards that have yet to vest. Pro-rata retention has the following conditions: • The employee must have been part of the RECM LTI program for at least 3 years • The employee must not be considered a “bad leaver” • The employee must have served at least 12 months of a grant’s vesting period to be entitled to a pro-rata portion • The award retained will be pro-rata for the number of months since that award was granted and the employee’s resignation, divided by the total number of months until first testing of that award • The pro-rata award remains subject to all testing, disposal restriction and other conditions • Once an award has achieved its TSR hurdle and has vested, the (former) employee will have 90 days to exercise before the equity expires The Board retains complete discretion in these matters. Strike price Strike price is set on 1 October based on a 30-day VWAP. The Board retains Board discretion in respect of adjusting the strike price if it considers there have been unusual trading circumstances within the 30-day period. For FY2022 the strike price was $4.1884 SARs valuation is used for the allocation of equity The dollar amount of equity is converted to SARs at the fair market value determined at the beginning of the grant period based on a Black Scholes valuation of the SAR. The Black Scholes valuation will use the 30 (calendar) day VWAP calculated on 1 October and be calculated on an “unhurdled” basis i.e. valued for the purposes of equity allocation as if there was no performance hurdle. The accounting valuation of the award for expensing purposes is governed by AASB 2 - Share-Based Payment. A Monte Carlo simulation model is used that takes into account the probability of performance hurdles being achieved. Remuneration Report (audited) continued 47 Redbubble – Annual Report 2022 46 Redbubble – Annual Report 2022