Red Bubble Annual Report 2022

Expiration 6 years from the grant date and therefore the SARs must be exercised by this point or they lapse. Upon resignation or termination, the exercise period for SARs ends 90 days following the date of resignation or termination unless the Board decides otherwise. Hedging Executives are prohibited from hedging under RB Group’s Share Trading Policy and clawback under existing rules. 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 LTI 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. Vesting and exercise periods of the LTI Year 0 Legend Exercise condition testing period Exercise condition achieved Exercise condition not achieved Exercise condition requirement (10%CAGR) Period 2 Period 1 Period 3 Share price of 146% of strike price Share price of 161% of strike price Period 4 Period 5 Year 1 Year 2 Year 3 Year 4 Year 5 Share price of 133% of strike price Executive can exercise if year 4 conditions are met Executive can exercise if year 5 conditions are met Executive can exercise if year 3 conditions are met 5.3 Unvested equity held by Executive Key Management Personnel at 30 June 2022 The table below shows the unvested equity held by the Group’s Executive KMP at 30 June 2022 and the performance hurdles associated with each grant. It is notable that Executive compensation has been impacted by the Redbubble share price, further highlighting the alignment of the RECM with shareholder value. Grant name Grant date Type of equity # of options/ rights granted Vest date(1) Exercise price / total shareholder return (TSR) hurdle price(2) Original contract value of the grant(3) Current value(4) Chief executive officer Michael Ilczynski Base Equity 01-Oct-21 Options 95,502 01-Oct-22 $0.00 $400,000 $85,952 LTI 04-Jan-21 SARs 159,854 01-Oct-23 $7.97 $591,781 $0 LTI 01-Oct-21 SARs 306,654 01-Oct-24 $5.57 $800,000 $0 Limited recourse loan shares(5) 04-Mar-21 In-substance share options 289,161 04-Mar-26 n/a $1,600,000 $260,245 Total unvested equity held by Michael Ilczynski 851,171 $3,391,781 $346,197 Other executive KMP Emma Clark Base Equity 01-Oct-21 Options 55,331 01-Oct-22 $0.00 $231,750 $49,798 LTI 01-Oct-20 SARs 174,385 01-Oct-23 $5.61 $450,000 $0 LTI 01-Oct-21 SARs 177,668 01-Oct-24 $5.57 $463,500 $0 Total unvested equity held by Emma Clark 407,384 $1,145,250 $49,798 Total 1,258,555 $4,537,031 $395,995 (1) The vesting of equity is subject to the KMP remaining in service with Redbubble as at the vest date and, in relation to the SARs, the total shareholder return hurdle being satisfied. The vest date shown is the earliest possible vest date. (2) In order to vest, the SARs need to achieve the TSR hurdle that is set at a compounding Total Shareholder Return (TSR) of 10% per annum on either the third, fourth or fifth anniversaries following the grant date. (3) The original contract value of the grant is a non-IFRS number based on the contracted BE and LTI grant amounts shown in KMP employment agreements. See Section 5.2 for further information. This information differs from the statutory remuneration tables in Section 7 and 8 of this report which are prepared in accordance with Australian Accounting Standards. (4) Current value is a non-IFRS number based on the share price at 30 June 2022 and what the outcome would be for the KMP if they were able to exercise on this date. As the share price at 30 June 2022 is lower than the TSR hurdle for the SARs, these are shown at zero. This information differs from the statutory remuneration tables in Section 7 and 8 of this report which are prepared in accordance with Australian Accounting Standards. (5) Under the requirements of AASB 2 – Share Based Payment the shares purchased by Michael Ilczynski with a limited recourse loan are considered to be options until the loan is repaid. Please see section 8.6 for further details. 5.4 LTI Outcomes No LTI awards for Executive KMP have vested during the year. The current LTI program commenced in FY2021 and the first possible vesting date for equity under this plan is in FY2024 (the grants have a minimum 3-year vesting period). 5.5 CEO Employment Arrangements The employment of Mr Ilczynski, our CEO, is governed by an Employment Agreement that commenced 4 January 2021. The table below summarises the compensation arrangements of Mr Ilczynski: Remuneration Element Contracted Annual Remuneration Fixed Salary $800,000 inclusive of superannuation Base Equity (BE) $400,000 (50% of fixed salary) Long-Term Incentive (LTI) $800,000 (100% of fixed salary) 6. Non-executive Director (NED) Remuneration 6.1 NED Remuneration Policy RB Group seeks to attract and retain high calibre Non-Executive Directors who will provide good governance, strong oversight, independence, a range of skills and alignment of interests with long-term share price appreciation. During FY2022, the Committee reviewed the level of Board fees paid to NEDs having regard to appropriate peer benchmarks and the scale and complexity of the business. While the base director fee was not changed following this review, increases to the fees for the Board Chair and the Chairs and members of Committees were made. The following fees were approved effective 1 October 2021: Board Audit & Risk Committee People, Remuneration & Nomination Committee Chair $265,000 $30,000 $30,000 Member $120,000 $15,000 $15,000 All Board fees are paid entirely in cash (and therefore, no deferred equity grants were made to NEDs in FY2022). The above fees apply to all of Redbubble’s NEDs, except for Mr Lockwood and Mr Hosking. Mr Lockwood is a partner with Piton Capital, a private equity firm with a shareholding in RB Group. Mr Lockwood receives no remuneration from RB Group, in accordance with Piton Capital’s policy that their partners do not accept remuneration for external board positions. Mr Hosking has declined to accept remuneration for his role as a NED of Redbubble. 6.2 Maximum Aggregate NED Fee Pool The total amount paid to all Directors for their services must not exceed in aggregate in any financial year the amount fixed by shareholders in a general meeting, currently set at $1,200,000 which has remained unchanged since the Company’s IPO in 2016. Any changes to this amount in the future will require approval by shareholders in a general meeting in accordance with the ASX Listing Rules. 6.3 Other Information NEDs are reimbursed for all reasonable travel and other expenses properly incurred by them in attending Board meetings or any meetings of committees of the Board, in attending any general meetings of Redbubble or otherwise in connection with the business or affairs of RB Group. NEDs may be paid additional or special remuneration if they, with the approval of the Board, perform any extra services or make special exertions for the benefit of RB Group. There are no retirement benefit schemes for Directors. The remuneration of the NEDs in FY2022 is set out in detail in section 7.2. Remuneration Report (audited) continued 49 Redbubble – Annual Report 2022 48 Redbubble – Annual Report 2022