
| 132 • TELUS 2025 INFORMATION CIRCULAR
EXECUTIVE COMPENSATION AT TELUS
Annual cash
Medium-term
incentives
Long-term
incentives
Benefits
Continued
pension
($) Base salary Bonus EPSUs RSUs accrual Total
Darren Entwistle – President and CEO
Resignation
Termination with just cause
Termination without just cause (3 months)
Retirement
Disability (24 months)
Death2
Change of control3
–
–
400,000
–
3,200,000
–
3,200,000
–
–
350,000
1,400,000
2,800,000
1,400,000
2,800,000
–
–
–
–
–
–
–
12,369,4751
–
12,369,4751
12,369,475
12,369,475
24,738,949
24,738,949
–
–
74,377
–
–
–
–
–)
–)
301,000
–)
–)
–)
–)
12,369,475
–
13,494,852
13,769,475
18,369,475
26,138,949
30,738,949
Doug French – EVP and CFO
Resignation
Termination with just cause
Termination without just cause (18 months)
Retirement
Disability (18 months)
Death2
Change of control3
–
–
1,275,000
–
1,275,000
–
–
–
–
637,000
425,000
637,500
425,000
–
–
–
256,566
256,566
256,566
256,566
256,566
–
–
3–
2,767,005
2,767,005
5,534,010
5,534,010
–
–
161,541
–
–
–
–
–)
–)
710,000
–)
–)
–)
–)
–
–
3,040,607
3,448,571
4,936,071
6,215,576
5,790,576
Navin Arora – EVP and President, TELUS Business Solutions, TELUS Health, TELUS Agriculture & Consumer Goods, and TELUS Partner Solutions
Resignation
Termination with just cause
Termination without just cause (18 months)
Retirement
Disability (18 months)
Death2
Change of control3
–
–
1,200,000
–
1,200,000
–
–
–
–
600,000
400,000
600,000
400,000
–
–
–
315,933
315,933
315,933
315,933
315,933
–
–
–
2,873,772
2,873,772
5,747,543
5,747,543
–
–
177,817
–
–
–
–
–
–
634,000
–
–
–
–
–
–
2,927,750
3,589,705
4,989,705
6,463,476
6,063,476
Zainul Mawji – EVP and President, Consumer Solutions
Resignation
Termination with just cause
Termination without just cause (18 months)
Retirement
Disability (18 months)
Death2
Change of control3
–
–
1,200,000
–
1,200,000
–
–
–
–
600,000
400,000
600,000
400,000
–
–
–
455,267
455,267
455,267
455,267
455,267
–
–
–
2,873,772
2,873,772
5,747,543
5,747,543
–
–
186,616
–
–
–
–
–
–
608,000
–
–
–
–
–
–
3,049,883
3,729,039
5,129,039
6,602,810
6,202,810
Sandy McIntosh – EVP, People & Culture & Chief HR Officer
Resignation
Termination with just cause
Termination without just cause (18 months)
Retirement
Disability (18 months)
Death2
Change of control3
–
–
975,000
–
975,000
–
–
–
–
487,500
325,000
487,500
325,000
–
–
–
286,600
286,600
286,600
286,600
286,600
–
–
–
1,899,700
1,899,700
3,799,400
3,799,400
–
–
197,583
–
–
–
–
–
–
525,000
–
–
–
–
–
–
2,471,683
2,511,300
3,648,800
4,411,000
4,086,000
Calculation of termination benefits
In accordance with compensation treatments under the various termination scenarios outlined on pages 130 to 131, the following table presents the potential incremental amounts that
may be payable to each active NEO, assuming a termination date of December 31, 2024 (based on a closing share price of $19.49). The amounts that would actually be paid to an NEO can
only be determined at the time of an actual termination event and could vary from the amount listed in this table.
1 Upon resignation or termination without just
cause, Darren is entitled to retirement treatment
for his LTI. In these cases, all outstanding time-vested RSUs will be paid within 60 days of
termination; outstanding performance-contingent
RSUs will be paid following the valuation date
in accordance with the plan and the original
vesting schedule.
2 Payable values assume that outstanding share-based awards (including performance-contingent
RSUs, which are deemed to have a performance
factor of 100 per cent) vested upon death as of
December 31, 2024.
3 Payable values assume that outstanding share-based awards (including performance-contingent
RSUs, which are deemed to have a performance
factor of 100 per cent) vested upon a change
of control as of December 31, 2024. For Darren,
payable values assume his employment terminates
with Good Reason on or before a date that is
12 months after the date of a change of control,
which entitles him to 24 months’ severance and
two times his annual performance bonus target.
Tony Geheran concluded his employment with TELUS
during 2024. As an enhancement to his employment
agreement (which entitled him to 18 months of
severance compensation), we provided him with
a total cash payment of $3,417,856 representing
24 months of severance compensation. |