Remuneration report

This Remuneration report details Telix’s remuneration policy and practice for Key Management Personnel (KMP) for the financial year ended 31 December 2024. This report has been prepared in accordance with the Corporations Act 2001 (Cth) (Corporations Act) for the Company and its controlled entities (collectively Telix, or the Group). It has been audited by Telix’s external auditor.

Letter from the Chair of the People, Culture, Nomination and Remuneration Committee

Dear fellow Shareholder,

On behalf of the Board of Directors, I am pleased to present Telix’s Remuneration report (Report) for the year ended 31 December 2024. This Report contains details of Telix’s Key Management Personnel (KMP) for 2024 and changes to our Remuneration Framework.

Bringing people and science together

Throughout the Annual Report you can read about our operational and financial highlights for the 2024 year. These accomplishments are a testament to the dedication of our employees around the world. It is greatly satisfying to serve a company full of people who each day strive to make a meaningful difference to society.

At Telix, we bring together innovative people and science to solve complex challenges. This requires significant investment in time and capital, together with passion, motivation, tenacity and deep technical expertise from our employees.

This section of the Directors' report focuses on the people side of the equation as it is vital that our Remuneration Framework is effective in attracting and retaining the right talent to Telix to continue our growth and discovery into the future, aligned to shareholder long term interests.

Telix 2024 performance

2024 has been a transformative year, with significant product performance highlights detailed earlier in the Annual Report, including the Chairman and CEO letters. Telix has also delivered total revenue growth of 56%, a significant increase to our market capitalization and strong financial results, as well as joining the ASX100 in July and listing on the Nasdaq in November. The adjusted EBITDAR result was $284,565,000 in 2024 compared to $181,583,000 in 2023. In addition, significant progress in both precision medicine and our therapeutic pipeline has contributed to 2024 achievements and long-term value for the Group and shareholders, with the closing share price in 2023 of $10.08 increasing to $24.61 on 31 December 2024.

This strong performance in 2024 has resulted in Short Term Variable Remuneration (STVR) outcomes for Executive KMP of between 76.5% and 85% of target, and Long Term Variable Remuneration (LTVR) outcomes for the 2022 Performance Share Appreciation Rights (PSARs) resulted in 100% of target achievement (66.7% of maximum) as measured for the Performance Period 1 January 2022 - 31 December 2024.

KMP changes in 2024

During 2024, following a robust recruitment process, Telix was pleased to promote two internal candidates to Executive KMP roles: Dr. Cade to Group Chief Medical Officer (CMO) and Dr. Patti to Group Chief Operating Officer (COO). The Board is pleased to appoint Group Executive Team roles via internal promotion, recognizing the benefits of developing and leveraging talent with knowledge of Telix's business and the radiopharmaceuticals industry. Internal promotions demonstrate to all Telix employees that working to their potential can lead to significant career growth and signals the success of our development and retention programs.

As part of our reorganization around the operating segments of Precision Medicine and Therapeutics, Mr. Richard Valeix was appointed to CEO, Therapeutics in August 2024, a non-KMP position.

Further, during 2024 the Board announced the retirement of one of our Founders, Dr. Andreas Kluge. We thank Dr. Kluge for his invaluable service over many years to the Board and his significant contribution to Telix.

The importance of employee equity at Telix

These examples of employee retention, development, and mobility are supported by our equity programs, with investment in our employees as shareholders at all levels of the Company. It has been our practice since 2022 to utilize PSARs when granting employees equity through our sign-on equity program. As PSARs require both share price appreciation and the achievement of financial and product development performance over a three-year period, every employee starts at Telix as a potential shareholder, thereby aligning their focus on long term value, strategic achievement, and future success.

Telix also provides opportunities to a small number of key employees to receive equity grants under our talent programs to retain excellent performers who are key to achieving business goals and objectives. Please refer to section 2.4 for further details regarding Telix's principles and philosophy on employee equity.

The 2022 PSAR grant was tested at 31 December 2024. Disclosure of the testing outcomes including delivery against the predisclosed financial and product measures is provided in section 7.2. This equity will vest for eligible employees (including Executives) after results are announced to the market (aligned with our Securities Dealing Policy).

Updating our framework and remuneration changes in 2024

Each year we engage with numerous stakeholders on our Remuneration Framework to ensure it is appropriate and relevant to the needs of Telix and aligned to the long-term interests of shareholders.

As detailed in the 2023 Remuneration report, Executive KMP remuneration changes were adopted in 2024, aligned with remuneration recommendations prepared by Mercer Consulting (Australia) Pty Ltd (Mercer) (under section 9B of the Corporations Act 2001). These changes in remuneration for 2024 are detailed in sections 2 and 8.2 of this Report.

We aligned the approach for stretch PSARs for the MD & CEO (granting at 150% of target) to all PSARs recipients via an additional grant in November 2024, improving transparency and governance. All performance and vesting conditions remain the same and continue to apply.

2024 outcomes

All Executive KMP and Non-Executive Director remuneration for 2024 is disclosed in sections 10 and 9.3. LTVR vesting at 100% of target for the 2022 PSARs will occur in March 2025.

MD & CEO remuneration outcomes

Fixed remuneration of base salary, superannuation and leave accruals was $640,558 for the 2024 year. An STVR outcome of $315,356 was awarded to the MD & CEO for the 2024 outcomes based on the performance as detailed in section 7.1.1, of which 25% will be deferred to equity and will be presented to shareholders for approval at the 2025 Annual General Meeting.

Board adjustments applied during 2024

The Board applied discretion to STVR outcomes for Executive KMP, starting with the Corporate Objectives achievement of 85% and then adjusting up or down, as detailed in section 7.1.2.

No Board discretion was applied to the 2022 LTVR PSAR vesting outcome. Commentary is provided on each measure in section 7.2, with the Board endorsing the results as they were realized, with no positive or negative discretion applied.

Looking forward to 2025
CEO remuneration opportunity

As at 1 January 2025, Dr. Christian Behrenbruch, Telix’s MD & CEO, received a 40% increase to his base salary, an increase to his STVR to 110% of his base salary and LTVR to 150% at target (225% at maximum) of his base salary1. Further details are provided in section 8.2.

Other Executive KMP remuneration

Refer to section 8.2 regarding changes the Board has endorsed for 2025 for Executive KMP. These changes prioritize the continued strategic growth delivery that shareholders have come to expect from Telix as we further emphasize long-term value creation through performance based-variable remuneration.

Non-Executive Director remuneration

Section 9.4 details the changes to apply for Non-Executive Directors remuneration for 2025 to address the growth trajectory and increased workload and complexity required to perform the NED role, including as a dual ASX- and Nasdaq-listed company. These changes reflect the Board's considered, independent benchmarking against market peers, as well as the re-introduction of equity, which the Board believes is required to recruit and retain Board talent, and to achieve the NED Minimum Shareholding policy. The equity will be provided via a NED Rights Plan using a salary sacrifice arrangement, and the fees will be increased in 2025, following similar principles as for Executive KMP.

I invite you to read the Remuneration report which will be presented for adoption at Telix’s 2025 AGM.

H Kevin McCann, AO
Chair, People, Culture, Nomination and Remuneration Committee

1 Key Management Personnel

KMP are individuals with the authority and responsibility for planning, directing and controlling the activities of the Group, either directly or indirectly. Telix’s 2024 Remuneration report covers both the Non-Executive Directors (NEDs) and Executive KMP noted below during 2024 and up to the date of this report:

Name

Position

Term as KMP during 2024

Non-Executive Directors

H Kevin McCann AO

Non-Executive Director and Chairman of the Board

Full year

Andreas Kluge MD PhD1

Non-Executive Director

1 January to 17 October

Mark Nelson

Non-Executive Director

Full year

Tiffany Olson

Non-Executive Director

Full year

Jann Skinner

Non-Executive Director

Full year

Executive KMP

Christian Behrenbruch PhD MBA

Managing Director and Group Chief Executive Officer (MD & CEO)

Full year

Darren Smith

Group Chief Financial Officer (CFO)

Full year

David Cade MD MBA2

Group Chief Medical Officer (CMO)

Full year

Darren Patti PharmD3

Group Chief Operating Officer (COO)

11 March to 31 December

Richard Valeix4

Group Chief Commercial Officer (CCO)

1 January to 18 August

1. Dr. Andreas Kluge ceased as Non-Executive Director upon retiring from the Board on 17 October 2024.
2. Dr. David Cade commenced as CMO effective 1 January 2024, promoted from his prior role as CEO, APAC.
3. Dr. Patti was promoted to COO on 11 March 2024, from his prior role as COO, Americas.
4. Mr. Valeix was appointed to the non-KMP role of CEO, Telix Therapeutics, and ceased as KMP on 18 August 2024.

2 Remuneration snapshot

2.1 2024 performance highlights

During 2024, under the management of the Executive KMP, Telix delivered the following performance for the Group and shareholders:

2024 performance highlights Global revenue

$783.2 million; a 56% increase on 2023 ($502.5 million)
Financial

Adjusted EBITDAR1 $284.6 million, up 56% from $181.6 million in 2023
Share price growth

31 December 2024: $24.61, a 144% increase on 2023 ($10.08 )
Market capitalization

$8.24 billion, a 153% increase on 2023 ($3.26 billion)

2.2 2024 remuneration at target

The remuneration elements (at target) for Executive KMP are detailed on an annualized basis for 2024 in the following table. These are annualized remuneration values for the full year, so for part-year KMP (Dr. Patti and Mr. Valeix) these numbers exceed those reported in the statutory remuneration table in section 10.

Executive KMP

Base salary

Increase from 2023

Short Term Variable Remuneration (STVR)1

Long Term Variable Remuneration (LTVR)1

% of base salary

% base salary

Annual
target

% base salary

Annual target2

Dr. Behrenbruch
(MD & CEO)

AUD570,780

20%

65%

AUD371,007

100%

AUD570,780

Mr. Smith (CFO)

AUD504,000

20%

35%

AUD176,400

60%

AUD302,400

Dr. Cade (CMO)3

AUD490,000

n/a

35%

AUD171,500

60%

AUD294,000

Dr. Patti (COO)34

USD360,000

n/a

35%

USD126,000

60%

USD216,000

Mr. Valeix (CCO)4

CHF345,150

17%

35%

CHF120,803

60%

CHF207,090

1. Variable remuneration as a percentage of base salary increased in line with Mercer's recommendation.
2. LTVR maximum opportunity is 150% of target (subject to achievement of the stretch financial performance condition).
3. Base salary set at commencement of new role following internal promotion.
4. Dr. Patti and Mr. Valeix's remuneration is disclosed on an annualized basis, as noted above the table.

2.3 2024 variable remuneration outcomes 

In recognition of the significant contribution Executive KMP made to Telix’s performance in 2024, their variable remuneration outcomes are aligned with the corporate outcome of 85% in 2024. Following consideration of modifiers, final STVR outcomes varied between Other Executive KMP as detailed in section 7.1.2. Further details are provided throughout the Remuneration report, and summarised below:

Short Term
Variable Remuneration (STVR)

Long Term
Variable Remuneration (LTVR)

MD & CEO
85% of target eligibility

Other Executive KMP
Between 76.5% and 85% of target eligibility

2022 LTVR PSAR testing in 20241
MD & CEO

100% of target eligibility

Eligible Other Executive KMP outcome
100% of target eligibility

1. LTVR performance outcomes for the 2022 PSARs (performance period ended 31 December 2024), will be available to Executive KMP in March 2025, after the 2024 full year results announcement and in line with the Securities Dealing Policy.

 

2.4 Telix's equity focus

Since its inception, Telix has granted equity to all employees for both retention purposes, and to align employee and shareholder long term interests. Similarly, this aligns employees with Telix's long-term strategy. The predominant equity granted to Executives is Long Term Variable Remuneration (LTVR). The following section summarizes non-LTVR grants.

As predisclosed in the 2023 Remuneration report, the following non-LTVR equity grants were made to KMP in 2024:

Legacy equity awards (excluding sign on and LTVR grants) made to Telix's two internally promoted Executive KMP that remain on foot following their appointment to KMP roles are as follows:

No awards vested to Executive KMP during the year ended 31 December 2024.

3 2024 Executive KMP remuneration overview

3.1 Remuneration principles

Telix's remuneration principles are used to set Executive remuneration, and result in a structure that supports:

Telix’s remuneration principles are designed to: Attract, motivate and retain talent in Telix’s operating markets Reward company performance and execution of Telix's strategy Align the interests of employees with shareholders Be simple and transparent

3.2 2024 Remuneration framework

The 2024 remuneration framework for Executive KMP detailed in this report includes the following elements:

Total Fixed
Remuneration (TFR)

Short Term Variable Remuneration (STVR)

Long Term Variable Remuneration (LTVR)

Purpose

Attract and retain global talent capable of leading and delivering Telix’s strategy.

Reward achievement of annual corporate objectives aligned to the delivery of Telix’s strategy.

Reward long-term performance aligned with delivery of strategic objectives, with the potential to 'over-earn' where stretch financial targets are achieved.

Approach and details

The Board targets TFR to be within 80-120% of the market median, considering each Executive KMP's:

  • competence and capability

  • relativity to market benchmark, and

  • motivational and retention impact of TFR adjustments.

Base salary is used to determine STVR and LTVR targets rather than TFR so targets are not impacted by regional variations to pensions, etc.

Target STVR remuneration for Executive KMP is set as a % of base salary.

STVR rewards annual financial and non-financial corporate objectives – maintaining a focus on underlying value creation within business operations.

Target LTVR remuneration for Executive KMP is set as a % of base salary, with a stretch opportunity to 150% over the performance period.

LTVR aligns Executive KMP and shareholder interests and rewards the achievement of long-term, sustainable performance and shareholder value creation.

Composition and delivery

Base salary and pension contributions paid in equal monthly or two-weekly cash instalments (dependent on the Executive's location) over the year, and packaged benefits.1

Annual performance incentive delivered after the performance period and assessment:

  • 75% in cash (approx. February the following year), and

  • 25% in deferred share rights to vest approx. 12 months after the cash payment.

Award of Performance Share Appreciation Rights (PSARs)2 is subject to achievement of 3-year performance and vesting conditions, as well as a service requirement.

Vesting occurs approximately 2-3 months after the end of the performance period.

Peer Group

40 global listed companies selected by Mercer in the health care sector, with a focus on the biotechnology, pharmaceutical and health care supply industries. The companies were chosen based on the six-month average market capitalization and revenue (to 31 August 2023), with Telix positioned near the median of the comparator group for market analysis.

1. Australian Executive KMP can elect to cap their superannuation at the statutory superannuation maximum and receive the additional 11% (1 January to 30 June 2024) and 11.5% (1 July to 31 December 2024) over the maximum as base salary. Refer to section 10 for full details in the 2024 statutory remuneration table.
2. PSARs and other equity incentives are granted in accordance with the Equity Incentive Plan rules (approved by shareholders at the 2024 AGM). Any equity grant to the MD & CEO is subject to shareholder approval.

3.3.1. Telix's equity focus

As detailed in section 2.4, to attract and retain a strong and cohesive Executive team, additional remuneration awards may be made including sign-on incentives, retention incentives and other one-off incentives, aligned to Telix’s remuneration principles and philosophy. These awards are made in equity and subject to service and company performance conditions, aligning employee and shareholder interests.

Equity outside LTVR granted to Executive KMP in 2024 is detailed in section 2.4.

3.3 2024 Remuneration delivery

The following diagram illustrates how remuneration was delivered to Executive KMP in 2024:

The STVR performance period is the calendar year of 2024, with the outcome determined in approximately February 2025, and the cash component paid. The equity component is granted in April/May 2025 and deferred until approximately one year from the cash payment date, with vesting to occur in line with the Securities Dealing Policy after the results announcement in late February/early March 2026.

3.4 2024 Remuneration mix

The table and diagrams below reflect the annualised remuneration elements at target as a percentage of base salary and total remuneration mix for each Executive KMP. The remuneration mix in 2024 has moved to increase the weighting of variable pay, now at 46 – 60% of total target remuneration, in line with Mercer's recommendation.

For part-year KMPs (Dr. Patti and Mr. Valeix), the values reflect their annualized pay as KMP. Actual remuneration received in 2024 is provided in section 10.

Executive KMP

% of base salary

% of total remuneration mix

Base salary

STVR

LTVR

TFR

STVR

LTVR

Dr. Behrenbruch (MD & CEO)

100%

65%

100%

40%

24%

36%

Mr. Smith (CFO)

100%

35%

60%

54%

17%

29%

Dr. Cade (CMO)

100%

35%

60%

53%

17%

30%

Dr. Patti (COO)

100%

35%

60%

51%

17%

32%

Mr. Valeix (CCO)

100%

35%

60%

54%

17%

29%

MD & CEO
CFO
CMO
COO

4 Remuneration governance

4.1 Governance framework

The Governance of Telix’s remuneration framework ensures that:

Roles in the Governance framework

THE BOARD has overall responsibility for oversight of Telix’s remuneration approach for KMP (NEDs and Executives).

With input and guidance from the PCNRC, the Board is responsible for:

  • evaluating performance, determining remuneration outcomes and succession planning for the MD & CEO

  • determining remuneration outcomes, monitoring performance and succession planning of NEDs and Other Executive KMP, and

  • approving the Group’s remuneration policies and practices.

THE PCNRC assists the Board in fulfilling its responsibilities to shareholders and regulators in relation to the Group’s people and culture, nomination and remuneration policies and practices.

From a remuneration perspective, the PCNRC assists and advises the Board with recommendations related to:

  • Telix’s remuneration framework and policies, including Telix’s Equity Incentive Plan rules;

  • remuneration arrangements and outcomes for KMP (NEDs and Other Executive KMP), including in respect of short term and long term variable remuneration,

  • remuneration related reporting and disclosures.

The PCNRC may engage external advisors to provide information to assist in making remuneration decisions.

MANAGEMENT provides relevant information and analysis required to support effective decision making, including for remuneration related considerations.

EXTERNAL ADVISORS may be engaged by the PCNRC to provide:

  • information to support effective decision making

  • an external perspective to assist in analysis with their expertize for remuneration related matters, and

  • on occasion, to provide remuneration recommendation/s as defined by section 9B of the Corporations Act.

AUDIT AND RISK COMMITTEE assists the Board with the Group’s risk management framework and risk appetite.

Further information on the Board’s role and Telix’s corporate governance policies (including the Securities Dealing Policy) can be found in Telix’s 2024 Corporate Governance Statement and on Telix’s website at: ir.telixpharma.com/governance/documents/charters. Telix’s Securities Dealing Policy prohibits hedging or margin lending in respect of Telix securities.

4.2 Malus and clawback

The Board in its sole discretion, may reduce, cancel in full, or seek to clawback any incentive provided to any Executive KMP, including former Executive KMP, if it determines that at any time the Executive KMP:

During 2024 the Board exercised no malus and clawback.

5 Executive remuneration framework

5.1 Total fixed remuneration (TFR)

Executive KMP receive TFR in equal instalments, either monthly or two weekly (dependent upon location).

Element

2024 TFR principles

Setting TFR

In 2024, initial fixed pay increases and changes to increase variable pay were introduced following Mercer's recommendation. The 2024 market positioning was 60-71% of the TFR midpoint, below the Board's commitment to align Executive KMP TFR within 80-120% of the median (50th percentile) of the market over time as disclosed in the 2023 Remuneration report.

Timing of review

Following Board approval, Executive TFR is reviewed annually in line with Telix’s performance review cycle for existing Executive KMP. Newly appointed or promoted Executives have their TFR set considering appropriate market data and internal relativities at the time of their appointment and also following Board approval.

5.2 Short Term Variable Remuneration (STVR)

Executive KMP participated in the 2024 STVR under the following terms:

Feature

Key terms of the 2024 STVR

Performance period

1 January to 31 December 2024

Opportunity

The STVR opportunity as a percentage of base salary is:

MD & CEO

Other Executive KMP

Minimum

0%

0%

Target

65%

35%

Weighting

All Executive KMP are measured against the STVR scorecard, which comprises 100% of their STVR opportunity.

Modifiers

The Board has the discretion to apply modifiers to Executive KMP's STVR outcomes to either increase or decrease the result based upon non-corporate objective obligations: contribution to good corporate governance, company values and market engagement, and driving a performance culture throughout the organization.

Delivery

2024 STVR outcomes for Executive KMP will be delivered:

  • 75% in cash following completion of the performance period and assessment of performance (approximately February 2025), and

  • 25% in equity (deferred share rights) granted in approximately April/May, and restricted for 12 months from the cash component payment, until approximately February 2026, after the release of the 2025 full year results announcement.

The equity grant to the MD & CEO is subject to shareholder approval at the 2025 Annual General Meeting.

Treatment on cessation
of employment
- cash component

Participants who depart Telix prior to the cash payment date are generally treated as follows, although the Board retains discretion to determine a different treatment:

  • Termination for cause: forfeited, and/or

  • Provided notice of resignation: forfeited,

  • Other circumstances such as death, disability, retirement, redundancy and mutually agreed separation: forfeit or pro-rata award based on service during the Performance Period

Deferral to equity

Zero-priced STVR Share Rights (STVR SRs) will be calculated based on 25% of each Executive KMP's STVR outcome, using the allocation value period (the Volume Weighted Average Price (VWAP) for the 5 trading days after the release of the 2024 full year results). For US participants, their grants will be made using the USD value as the grant will be made in ADSs and disclosed accordingly. Participants in all other locations will receive their grants via the ASX.

Grants will be made to Other Executive KMP in approximately April/May 2025. The grant to the MD & CEO is subject to shareholder approval at the 2025 Annual General Meeting.

For Australian and Swiss participants, there will be a two-year exercise period for their STVR SRs. For American participants, STVR SRs should be automatically exercised in line with local requirements and the Securities Dealing Policy.

Treatment on cessation of employment - STVR SRs

Participants who depart Telix prior to the STVR SRs vesting date are generally treated as follows, although the Board retains discretion to determine a different treatment:

  • Termination for cause: forfeited,

  • Other circumstances such as death, disability, retirement, redundancy and mutually agreed separation: generally the STVR SRs will be retained,

  • The Board will automatically exercise vested unrestricted STVR SRs into shares for Departed Executive KMP who retain their STVR SRs after exit within 90 days of the STVR SRs becoming unrestricted.

5.3 Long Term Variable Remuneration (LTVR)

5.3.1 2024 LTVR key terms

Feature

Key terms of the 2024 LTVR

Offer

LTVR is awarded in Performance Share Appreciation Rights (PSARs). PSARs are the right to acquire shares in Telix equal in value to the gain above the notional 'exercise' price, subject to the satisfaction of specific performance conditions set by the Board, plus terms and conditions over the Performance Period.

Notional 'exercise' price

$11.94, being the volume weighted average price (VWAP) of Telix shares over the 20 trading days following the announcement of the 2023 full year annual results (23 February to 21 March 2024).

Performance Period

1 January 2024 to 31 December 2026

Opportunity

The LTVR opportunity as a percentage of base salary for Executive KMP is:

MD & CEO

Other Executive KMP

Minimum

0%

0%

Target

100%

60%

Maximum (150% of target)

150%

90%

Grant

PSARs were granted at stretch target (150%) to the MD & CEO on 22 May 2024 following shareholder approval at the 2024 Annual General Meeting. All Other Executive KMP were granted PSARs at target on 21 March 2024.

The additional stretch component1 (50% of original grant of the 2024 PSARs) was granted to all Other Executive KMP on 25 November 2024. This included both 2023 and 2024 PSARs, refer to section 11.2.2 for the split per Executive KMP. In future, PSARs grants will be made at the 150% maximum potential vesting for all KMP, noting that in line with the key terms of the LTVR, PSARs that do not vest at testing will lapse.

As detailed in the 2024 Notice of Meeting, the number of PSARs granted was determined based on the concluded value of $5.9441, being the fair value price of $7.5882 (the independently determined Black Scholes valuation), adjusted for the probability of achievement of the non-market vesting conditions.

Performance conditions, targets, weightings and outcomes

The performance conditions will be tested over the Performance Period, following the release of the audited 2026 full-year results in approximately February 2027, when the PSARs that vest will be calculated as follows:

Performance condition

% of PSARs that vest at target

Financial measure (cumulative 3 year period):

Adjusted EBITDAR (Earnings Before Interest, Taxes, Depreciation and Amortization and Research & Development expense):

  • threshold (US$410 million)

  • target (US$450 million)

  • stretch (US$490 million)

Where the outcome is between threshold and target, or between target and stretch the % of PSARs that vest is based on a straight-line pro rata between the two values.

25%
50%
100%

Product Milestones (by 31 December 2026):

Marketing authorization application submitted in a commercially relevant jurisdiction of prostate cancer therapy (Product Milestone 1)

  • Milestone met

  • Milestone not met




25%
0%

Interim data readout from a global Phase 3 trial in renal cancer therapy (Product Milestone 2)

  • Milestone met

  • Milestone not met




25%
0%

Maximum

150%

Further details regarding the performance metrics are provided in section 5.3.2.

Performance assessment / expiry period

At the end of the performance period and after the audited results are finalized and approved, performance will be assessed and subject to Board approval and achievement against the performance conditions, PSARs will vest. If the performance condition(s) are not met at the time of testing, PSARs are forfeited and not retested.

Testing is completed at vesting in approximately March 2027, after the release of the audited results and in line with the Security Dealing Policy. The 2024 PSARs testing outcomes will be reported in the 2026 Remuneration report, with equity movements advised to the market via ASX disclosure, and reported in the 2027 Remuneration report.

In certain circumstances the Board may determine that participants receive a cash equivalent value of the vested element after testing.

Following vesting a two year exercise period will commence. PSARs that are not exercised before the end of their term will lapse.

Other details

Unvested and vested but unexercised PSARs have no dividend or voting rights.

PSARs are held subject to Telix’s Securities Dealing Policy.

Treatment of PSARs are subject to Board discretion in the case of other events (e.g. change of control).

Treatment on cessation of employment

Executive participants who depart Telix prior to vesting are generally treated as follows, although the Board retains discretion to determine a different treatment:

  • Termination for cause: all unvested PSARs are forfeited,

  • Other reasons (death, disability, resignation and redundancy): a pro rata portion of the unvested PSARs based on the portion of the first year of the measurement period served remain on-foot to the usual testing and vesting date,

  • The Board will automatically exercise vested unrestricted PSARs into shares for Departed Executive KMP who retain their PSARs after exit within 90 days of the PSARs becoming unrestricted.

1. Refer ASX disclosure dated 28 November 2024.

5.3.2 2024 LTVR performance conditions

Measures

Adjusted EBITDAR

Product Milestone 1

Product Milestone 2

Description

Adjusted EBITDAR on a 3-year cumulative basis.

Marketing authorization application submitted in a commercially relevant jurisdiction of prostate cancer therapy.

Interim data readout from a global Phase 3 trial in renal cancer therapy.

Rationale

Demonstrates Telix’s underlying performance before non-operating expenditure, finance costs, depreciation and amortiaztion, taxation expense and research and development activities.

Supports Telix's growth strategy with the advancement of therapeutic products.

Both milestones will accelerate Telix's pathway to a commercial therapeutics company.

Complexity and strategic significance

Reflects Telix’s commercial earnings.

Requires successful completion of a pivotal clinical trial and manufacturing validation.

The completion of these major developmental milestones will signal near-term transition to a commercial stage therapeutic in a large indication, strengthening our urology franchise.

Requires positive data from prior studies, execution of a multi-site Phase 3 study, requisite regulatory clearances and manufacturing scale-up.

An interim readout will provide valuable insights and opportunities to profile the candidate at major medical congresses and engage with key opinion leaders in the field.  

Calculation

Refer to the Alternative performance measures section in the Annual report.

Either achieved (25%) or not achieved (0) milestone measure (hit/miss).

Measure type

Financial

Strategic delivery

Strategic delivery

Setting of targets

The Board sets the targets at the outset of each performance period. Targets are set to be sufficiently challenging for Executives and deliver appropriate returns for shareholders.

These measures reflect Telix’s transition to a commercial, revenue-generating, financially sustainable company and balance with advancement of therapeutic programs as part of Telix’s growth strategy.

5.4 Other equity grants

5.4.1 2024 Performance Share Rights (PSRs)

The key terms of the second and final tranche of the Mr. Valeix’s sign on PSRs ('2024 PSRS') were granted in April 2024 and are restated here for completeness, noting they are subject to stringent and disclosed performance measures that mirror the 2024 PSARs in section 5.3.1 and 5.3.2:

Feature

Key terms of the 2024 PSRs

Offer

PSRs are the right to acquire shares in Telix subject to the satisfaction of performance conditions set by the Board, plus terms and conditions over the Performance Period. The performance requirements and timings (excluding the notional exercise price) are aligned to the 2024 PSARs. The PSRs have a zero exercise price.

Opportunity

The Board determined the CCO would receive a grant of 35,000 PSRs in December 2022, at the time Mr. Valeix was promoted to the role of CCO.

Grant

PSRs were granted on 26 April 2024.

Performance Period

All these elements are the same for the 2024 PSRs as detailed in section 5.3.1 and 5.3.2 (with substitution of 'PSAR' for 'PSR').

Performance conditions,targets, weightings and outcomes

Performance assessment / expiry period

Other details

Treatment on cessation of employment

5.4.2 Performance Share Incentive Rights (PSIRs)

As previously disclosed in the 2023 Remuneration report, PSIRs were granted to Mr. Smith (CFO) and Mr. Valeix (in the role of CCO) in March 2024. The metrics for the PSIRs are commercially sensitive and will be disclosed at testing after the end of the performance periods (the February following 31 December 2026 and 2027). The key terms are restated for completeness:

Feature

Key terms of the Performance Share Incentive Rights (PSIRs)

Offer

PSIRs are the right to acquire shares in Telix subject to the satisfaction of specific performance conditions and terms and conditions over the Performance Period. The PSIRs have a zero exercise price.

There is no stretch opportunity attached to PSIRs, the maximum outcome is 100%.

Performance Period

Tranches 1: 1 January 2024 to 31 December 2026
Tranche 2: 1 January 2024 to 31 December 2027

Opportunity

Two Executive KMP (CFO and CCO) received grants of 70,000 PSIRs each in March 2024.

Grant

PSIRs were granted on 8 March 2024.

Performance conditions, weighting and outcomes

For the PSIRs to vest, the Board approved performance conditions must be met within the relevant Performance Period, and the employee must remain employed and in good standing, at the testing date for each tranche. If the performance conditions are not achieved, the tranche will lapse. The performance conditions are aligned to Telix’s strategic objectives as follows:

Performance condition

% of PSIRs that vest at target

Tranche 1:
Financial measures (cumulative 3 year period: 1 January 2024 to 31 December 2026)

Adjusted EBITDAR (Earnings Before Interest, Taxes, Depreciation and Amortization and Research & Development expense)

  • target achieved

  • target not achieved




25%
0%

Revenue

  • target achieved

  • target not achieved



25%
0%

Tranche 2: Product Milestone (by 31 December 2027)

  • target achieved

  • target not achieved

50%
0%

Maximum

100%

Performance assessment / expiry period

At the end of each performance period after the audited results are finalised (testing date), performance will be assessed and subject to achieving the performance conditions as set out above, PSIRs will vest. If the performance condition(s) are not met at the time of performance testing, PSIRs are forfeited and not retested. In certain circumstances, the Board may determine that participants may receive a cash equivalent value of the vested element after testing.

PSIRs have an exercise period of two years from each testing date and PSIRs that are not exercised before the end of their term will lapse.

The PSIRs targets and outcomes will be fully disclosed in the 2026 and 2027 Remuneration reports, as applicable.

Vesting will be processed in approximately March 2027 and March 2028, after the release of the audited results and in line with Securities Dealing Policy, the resultant equity movements will be advised to the market via ASX disclosure, and reported in the 2028 and 2029 Remuneration reports.

Other details

The same terms apply as for the 2024 PSARs detailed in section 5.3.1.

Treatment on cessation of employment

Executive participants who depart Telix prior to vesting, are generally treated as follows, although the Board retains the discretion to determine a different treatment:

  • Termination for cause or resignation: all unvested PSIRs are forfeited, and

  • Other reasons (death, disability and redundancy): a pro-rata portion of the unvested PSIRs based on the Performance Period served will remain on-foot.

5.5 Executive KMP employment arrangements

All Executive KMP are employed on ongoing, permanent contracts and have notice period and cascading non-compete and non-solicit clauses in their employment agreements as summarised below:

Role

Notice period

Non-compete and non-solicit

Dr. Behrenbruch (MD & CEO)

6 months

Non-compete and non-solicit: 6, 3 months

Restricted area: Australia/United Kingdom/European Union or U.S.; Victoria; Melbourne

Mr. Smith (CFO)

4 months

Non-compete and non-solicit: 6, 3, 1 months

Restricted area: Australia; Victoria; Melbourne

Dr. Cade (CMO)

4 months

Non-compete and non-solicit: 6 months

Restricted area: Australia; Melbourne/Victoria/Australia

Dr. Patti (COO)

4 months

Non-compete and non-solicit: 6 months

Restricted area: U.S.; Australia, United Kingdom and European Union; states, provinces or territories within U.S.

Mr. Valeix (CCO)1

3 months

Non-compete and non-solicit: 12 months

Restricted area: Switzerland/European Union/United Kingdom/Australia/ U.S./Canada/Japan and China

1. Mr. Valeix is included for completeness, he ceased as Executive KMP on 18 August 2024.

Employment may be terminated by either the Executive KMP or Telix on the provision of notice in the minimum period stated above. In the event of termination for cause, Telix may terminate an Executive KMP’s employment immediately without notice.

6 Telix performance and shareholder wealth

In line with Telix’s remuneration principles and philosophy, performance measures are chosen to align Executive KMP and shareholder interests and to ensure variable remuneration is contingent on outcomes that grow and protect long-term shareholder value.

The following table outlines Telix’s financial performance for 2020 to 2024, noting there are some changes to historical figures as noted in Comparatives and rounding in the Basis of preparation section of the Financial Report.

Type

Measure

2024

2023

2022

2021

2020

Short-term measures

Revenue from contracts with customers ($'000)

783,207

502,547

160,096

7,596

5,213

Net cash from/(used in) operating activities ($'000)

43,029

23,884

(63,970)

(59,328)

1,960

Long-term measures (non-IFRS measures)

Adjusted EBITRD ($’000)1

276,547

174,840

3,782

(35,622)

(14,804)

Adjusted EBITDAR ($'000)2

284,565

181,583

9,162

(30,448)

(9,922)

Other measures

Profit/(loss) before income tax ($’000)

56,056

3,087

(98,622)

(80,465)

(47,935)

Basic earnings/(loss) per share (cents)

15.1

1.6

(33.5)

(28.5)

(17.5)

Net tangible assets per share ($)

0.3181

0.0359

0.0330

(0.2000)

6.4400

Dividend per share ($)

-

-

-

-

-

Closing share price ($)

24.61

10.08

7.27

7.75

3.78

Increase/(decrease) in share price (%)

144

39

(6)

105

144

Market capitalization ($'000)

8,237,570

3,263,165

2,299,812

2,209,315

1,059,932

1. Adjusted EBITRD (Earnings Before Interest, Taxes and R&D expense) on a 3-year cumulative basis is the 2022 LTVR financial metric
2. Adjusted EBITDAR (Earnings Before Interest, Taxes, Depreciation and Amortization and R&D expenses is the 2023 LTVR financial metric

7 2024 Executive KMP remuneration outcomes

The outcomes of variable remuneration for 2024 and 2023 year are summarised below:

MD & CEO

Other Executive KMP1

2024

20232

2024

2023

STVR

% of Target

85%

79%2

79.7%

79%2

% of Maximum

85%

79%2

79.7%

79%2

LTVR

% of opportunity vested

100%

n/a

100%

n/a

1. The average % for eligible Other Executive KMP relates to eligible KMP for each year. In 2023, Dr. Hayward was excluded as he was not eligible to receive an STVR due to his departure. In 2024, the results for Dr. Patti and Mr. Valeix represent the period they were KMP.
2. The maximum STVR opportunity in 2023 was 100% of target (there was no over-earn potential).

7.1 Short Term Variable Remuneration (STVR)

At the commencement of the financial year, the Board reviews and approves the objectives, weightings and targets for the STVR scorecard, aligned to Telix’s strategic objectives. For 2024 the scorecard aligned to three key themes:

This approach was adopted to recognize Telix's move into a third year as a commercial business, the importance of financial results in order to deliver shareholder value, as well as cost control and continued investment in research and development, with 60% linked to financial measures.

Clinical objectives accounted for the remaining 40% and are included to recognize the importance of both financial and clinical objectives for the Company's success. It is important for clinical objectives to be met to allow progression to the Company's long term goals and objectives and future shareholder growth.

7.1.1 Performance against STVR Corporate Objectives scorecard

The 2024 outcomes achieved against the Corporate Objectives are as follows:

Objective (Target %)

Details

Outcome

% STVR achieved

Financial - Revenue (40%)

Telix achieved revenue of US$516.5 million in 2024, exceeding both the target and the 2023 result.

This was achieved through strong U.S. Sales performance and reflected delivery against market expectations, maintaining commercial team focus and sales team motivation.

Exceeded target

40%

Financial -
1) Earnings (10%); and


2) Cost control (10%)

1) EBITDAR: Telix achieved an Earnings Before Interest, Tax, Depreciation, Amortization and Research and Development (EBITDAR) of US$179.6 million in 2024, exceeding the target.

2) Cost control: Telix invested US$128 million in Product Development, in line with planned investment.

Collectively, these measures were achieved through strong revenue growth, inherent risk management, budgeting fidelity, a culture of cost control and expenditure management and recognition of the differentiation between commercial performance and product development delivery to plan.

Exceeded target

20%

Clinical performance (40%)

Partial achievement was made towards clinical performance targets in 2024, detailed as follows:

  • ProstACT GLOBAL, Telix's first Phase 3 therapeutic global study progressed, with

    • Q1 patient recruitment target achieved

    • Part 1 patient recruitment partially achieved

    • Part 1 site enrollment achieved

    • Part 2 patient recruitment not achieved

    • Part 2 site enrollment partially achieved

    • Australian based production of TLX291 doses suitable for ProstACT GLOBAL achieved

  • pre-IND (investigational new drug) meeting request submissions achieved to the FDA for

    • TLX101, and

    • TLX250

Below target

25%

Total

85%

7.1.2 2024 Executive KMP STVR outcomes

In 2024 the Board assessed the STVR Corporate Objectives scorecard and also considered a set of modifiers as detailed in section 5.2. These include discretion to increase or decrease STVR outcomes based on non-corporate objective obligations of Executive KMP including:

As a result of application of this discretion, the 85% STVR Corporate Objectives scorecard, was adjusted with Board approved STVR outcomes between 76.5% and 85% of target for Executive KMP, as follows:

Name

Currency

Target STVR

Actual STVR awarded

Paid in cash

Paid as deferred share rights

STI actual as % of maximum STVR

% of maximum STVR forfeited

Dr. Behrenbruch (MD & CEO)

AUD

371,007

315,356

236,517

78,839

85%

15%

Mr. Smith (CFO)

AUD

176,400

134,946

101,210

33,736

76.5%

23.5%

Dr. Cade (CMO)

AUD

171,500

131,198

98,399

32,799

76.5%

23.5%

Dr. Patti (COO)1

USD

102,181

86,854

65,140

21,713

85%

15%

Mr. Valeix (CCO)2

CHF

76,453

61,736

46,302

15,434

80.8%

19.2%

1. Dr. Patti's STVR is reported based on his period as KMP only (11 March to 31 December 2024).
2. Mr. Valeix's STVR is reported based on his period as KMP only (1 January to 18 August 2024).

7.2. 2024 Executive KMP LTVR vesting outcomes

All 2024 Executive KMP were participants in the 2022 PSARs, either as sign on, Long Term Incentive (LTI) equity (for employees below Executive KMP level) or LTVR (Executive KMP level). The outcomes achieved over the three year period (1 January 2022 to 31 December 2024) are as follows:

Measure

Target

Result

Weight at target

% vesting

Adjusted EBITRD (Earnings before interest, tax, research and development)

Threshold: $80 million Target: $100 million
Stretch: $120 million

Over the three year cumulative period, Telix achieved an adjusted EBITRD of $455 million, based on:

2022: $ 3.7 million
2023: $174.8 million
2024: $276.5 million
This reflects an outcome in excess of the stretch target.

50%

100%

Marketing approval granted by the FDA or EMA for
TLX101-CDx (glioblastoma diagnostic)

Achieve milestone

While progress has been made, the milestone has not been met.

The FDA accepted the NDA and granted priority review for PixclaraTM1 on 24 October 2024. With priority review status and PDUFA goal date of 26 April 2025, a commercial launch is anticipated in 2025.

25%

0%

Marketing approval granted by FDA or EMA for TLX250-CDX (renal cancer diagnostic)

Achieve milestone

Similar to milestone 2, progress has been made, but the milestone was not met.

Submission of the initial Biologics License Application (BLA) to the FDA was completed in June 2024, however the BLA was not accepted for filing and remedial action was taken. On 30 December 2024, the BLA was resubmitted to the FDA, retaining breakthrough designation and Telix continues to anticipate a full U.S. commercial launch in 2025.

25%

0%

Overall vesting

100%

1. Brand name subject to final regulatory approval.

No discretion was applied by the Board to either alter the product milestones or adjust the vesting outcomes, the results were endorsed as realized at the testing date (31 December 2024).

These grants will vest in March 2025, following the audited results release and aligned with the Securities Dealing Policy. Following vesting, Executives will have an exercise period for their vested PSARs, as detailed in section 11.2.2.

The outcomes and subsequent equity movements for each individual Executive will be reported in the 2025 Remuneration report, and beyond as required.

7.3. Other equity held by Executive KMP during 2024

Other equity awards for individual Executive KMP that vested during 2024 would usually be disclosed in section 2.3, however none vested in 2024.

The following plans remain in the performance period as at 31 December 2024 for current Executive KMP:

Equity type

Grant

Restricted period

Vesting date

Performance conditions

Exercise price

Status

Performance rights1

19-Jul-21

19-Jul-21 to 18-Jul-26

18-July-26

Achievement of cumulative APAC revenue target within the restricted period

$0.00

In Restricted
Period

Talent equity2

5-Apr-22

1-Apr-22 to 31-Apr-25

5-Apr-25

Continued employment and high performance to Telix's success

$0.00

In Restricted
Period

PSARs (2022 LTVR)3

5-Apr-22

1-Jan-22 to 31-Dec-24 (3 years)

31-Dec-24

50% EBITRD $100m; Marketing approval by the FDA or EMA for
TLX101-CDx (25%) and TLX250-CDx (25%)

$4.95

Awaiting vesting post-results announce-ment

Sign-on PSARs

24-Oct-22

1-Jan-22 to 31-Dec-24 (3 years)

31-Dec-24

As above

$6.15

Awaiting vesting post-results announce-ment

PSARs (2023 LTVR)4

2-May-23 and 24- May-23

1-Jan-23 to 31-Dec-25 (3 years)

31-Dec-25

50% EBITDAR $332m; 25% ProstACT GLOBAL Phase 3 interim readout; 25% Pre-pivotal trial meeting completed with a major regulator for one of Telix’s rare disease therapy programs

$6.90

In Restricted
Period

PSRs5

6-Jul-23

1-Jan-23 to 31-Dec-25 (3 years)

31-Dec-25

As above

$0.00

In Restricted
Period

Talent equity2

15-Jun-23

1-Apr-2023 to 5-Apr 2025

5-Apr-25

Continued employment and high performance to Telix's success

$0.00

In Restricted
Period

Talent equity2

31-Oct-23

1-Nov-23 to 31-Dec-26

31-Dec-26

Continued employment and high performance to Telix's success

$0.00

In Restricted
Period

1-Nov-23 to 31-Dec-27

31-Dec-27

$0.00

In Restricted
Period

PSIRs6

8-Mar-24

1-Jan-24 to
31-Dec-26

31-Dec-26

50% adjusted EBITDA; 50% Revenue (disclosed in 2026 Remuneration report)

$0.00

In Restricted
Period

1-Jan-24 to
31-Dec-27

31-Dec-27

Product milestone (disclosed in 2027 Remuneration report)

$0.00

In Restricted
Period

PSARs (2024 LTVR & LTI)7

21-Mar-24 and 22- May-24

1-Jan-24 to 31-Dec-26 (3 years)

31-Dec-26

50% EBITDAR US$450m; Marketing authorization application submitted in a commercially relevant jurisdiction of prostate cancer therapy; Interim data readout from a global Phase 3 trial in renal cancer therapy

$11.94

In Restricted
Period

PSRs8

26-Apr-24

1-Jan-24 to 31-Dec-26 (3 years)

31-Dec-26

As above

$0.00

In Restricted
Period

Talent equity

26-Aug-24

1-Jan-24 to 5-Apr-25

5-Apr-25

Continued employment and high performance to Telix's success

$0.00

In Restricted
Period

1. Granted to Dr. Cade in his pre-KMP role as CEO, APAC.
2. Granted to Dr. Patti in his pre-KMP role as COO, Americas.
3. Refer to 2022 Remuneration report for full details.
4. Refer to sections 5.3.1 and 5.3.2 of 2023 Remuneration report for full details.
5. Refer to section 5.4 of the 2023 Remuneration report for full details.
6. Refer to section 5.4.2 for full details.
7. Refer to section 5.3.1 for full details.
8. Refer to section 5.4.1 for full details.

8 Key events impacting remuneration

8.1 Executive KMP and NED movements

Dr. Patti was appointed Group Chief Operating Officer (and Executive KMP) effective 11 March 2024. Section 10 and relevant footnotes provide further detail regarding the remuneration he received during the year ended 31 December 2024 while he was KMP.

Mr. Valeix moved to the role of CEO - Therapeutics and ceased to be a member of the KMP on 18 August 2024. His remuneration in Section 10 is only reported in the 2024 Remuneration report for his period while KMP.

Dr. Andreas Kluge retired as Non-Executive Director on 17 October 2024.

8.2 2025 Remuneration framework for Executive KMP

During 2024, Telix has experienced significant growth of market capitalization, revenue and headcount. This has furthered the need to continuously review remuneration principles and actuals for all employees, including Executive KMP to ensure remuneration is competitive and appropriate. The Board continues to be guided by the remuneration recommendations made by Mercer in 2023, and has accelerated the intention to bring Executive KMP within the 80-120% of the market median for TFR. This has resulted in the increases discussed in this section, but the Board notes that this aligns remuneration to the 2023 position, and further benchmarking will be reviewed during 2025 to address the new market position going forward.

In line with our disclosure made on 30 December 2024 regarding the changes to the MD & CEO's remuneration effective 1 January 2025, this section includes details for the changes applicable to all Executive KMP. Similar disclosures related to NEDs are included in section 9.4.

8.2.1 2025 Remuneration at target

The Board endorsed remuneration to apply from 1 January 2025 for Executive KMP is as follows:

Executive KMP

Currency

Base Salary

TFR

TFR compa
ratio

Increase from 2024

Short Term Variable Remuneration (STVR)1

Long Term Variable Remuneration (LTVR)1

Total Target Remuneration (TTR)2

TTR compa
ratio

% of
base
salary

Annual
target

% of
base
salary

Annual
target3

Dr. Behrenbruch (MD & CEO)

AUD

799,092

892,985

0.85

40%

110%

879,001

150%

1,198,634

2,970,624

0.38

Mr. Smith (CFO)

AUD

705,600

788,508

0.99

40%

65%

458,640

100%

705,600

1,952,748

0.52

Dr. Cade (CMO)

AUD

539,000

602,333

0.76

10%

65%

350,350

100%

539,000

1,491,683

0.40

Dr. Patti (COO)

USD

414,000

434,700

0.82

15%

65%

269,100

100%

414,000

1,117,800

0.45

1. As disclosed in 2023, variable remuneration continues to increase in line with Mercer's remuneration recommendations.
2. TTR includes Total Fixed Remuneration (base salary plus statutory pension elements (see section 3.2).
3. LTVR maximum opportunity is 150% of target (subject to achievement of a stretch financial performance condition).

The compa ratios provided in the above table display the progress made to bring Executive KMP TFR towards the target 80 - 120% of the market midpoint, however, it demonstrates there is still a significant gap, particularly at the MD & CEO level on the TTR component.

8.2.2. Remuneration delivery in 2025

The STVR performance period is the calendar year of 2025, with the outcome determined in approximately February 2026, and the cash component paid. The equity component is granted in April/May 2026 and deferred until approximately one year from the cash payment date, with vesting to occur in line with the Securities Dealing Policy after the results announcement in late February/early March 2027.

8.2.3. 2025 Remuneration mix

Similar to section 3.4, the below demonstrates the remuneration mix for Executive KMP in 2025 (at target):

Executive KMP

% of base salary (at target)

% of total target remuneration mix

Base salary

STVR

LTVR

TFR

STVR

LTVR

Dr. Behrenbruch (MD & CEO)

100%

110%

150%

30%

30%

40%

Mr. Smith (CFO)

100%

65%

100%

40%

24%

36%

Dr. Cade (CMO)

100%

65%

100%

40%

24%

36%

Dr. Patti (COO)1

100%

65%

100%

39%

24%

37%

1. Due to Dr. Patti's location in the U.S., his TFR varies compared to his Australian peers, which results in pay mix variation between TFR and LTVR between the two locations.
MD & CEO
CFO
CMO
COO

8.2.4. 2025 STVR changes to methodology and equity deferral proportion increase

As Telix continues to grow and evolve, the following changes will apply to the 2025 STVR:

All other elements of the STVR for Executive KMP will remain as per the 2024 approach, with the performance period and payment dates being updated to reflect the new year.

8.2.5. 2025 LTVR key terms and performance conditions

The performance conditions for the 2025 LTVR have been updated to reflect Telix's new organizational structure as disclosed to the market in August 2024. While 50% of LTVR outcome will remain linked to the financial measure of Adjusted EBITDAR, the remaining 50% will change.

The non-financial target (50%) will be split across the three business unit portfolios, being Precision Medicine (Px), Therapeutics (Tx) and Telix Manufacturing Solutions (TMS) as the new structure optimizes the development and commercialization of Telix's theranostic radiopharmaceutical model.

Executive KMP will be eligible to participate in the 2025 LTVR under the following terms:

Feature

Key terms of the 2025 LTVR

Performance Period

1 January 2025 to 31 December 2027

Offer and notional 'exercise' price

Similar to the key terms of the 2024 LTVR in section 5.3.1, the 2025 LTVR grant will be awarded in the form of Performance Share Appreciation Rights (PSARs). PSARs are the right to acquire shares in Telix equal in value to the gain above the notional 'exercise' price, subject to the satisfaction of specific performance conditions set by the Board, plus terms and conditions over the Performance Period.

The notional 'exercise' price will be calculated based on the VWAP of Telix shares over the 20 trading days following the announcement of the 2024 full year results.

Grant

For the MD & CEO, shareholder approval will be sought at the 2025 AGM and where approved, the 2025 LTVR will be granted at stretch target on the grant date soon thereafter. The number of PSARs granted will be determined on the concluded value, being the independently determined Black Scholes valuation adjusted for the probability of achievement of the non-market vesting conditions.

From 2025 LTVR will granted to all Other Executive KMP at the stretch target (150%) also and will occur in April/May 2025. In line with the key terms, any PSARs that do not pass testing will be lapsed at the time of vesting.

Performance conditions, targets, weightings and outcomes

The performance conditions will be tested over the Performance Period, following the release of the audited 2027 full year results in approximately February 2028 when the PSARs that vest will be calculated as follows:

Performance condition

% of PSARs that vest at target

Financial measure (cumulative 3 year period):

Adjusted EBITDAR (Earnings Before Interest, Taxes, Depreciation and Amortization and Research & Development expense):

  • threshold (US$1,058 million)

  • target (US$1,284 million)

  • stretch (US$1,450 million)

Where the outcome is between threshold and target, or between target and stretch the % of PSARs that vest is based on a straight-line pro rata between the two values.





25%
50%
100%

Product milestones (by 31 December 2027):

Marketing authorization of an additional urology imaging asset in the United States (Px product milestone)

  • Milestone met

  • Milestone not met

17%
0%

Interim results form three pivotal trails across three therapeutic compounds (Tx execution milestone)

  • Milestone met

  • Milestone not met

17%
0%

Inclusion of a TMS site in a submission of a new commercial product (TMS executive milestone)

  • Milestone met

  • Milestone not met

8%
0%

TMS achieves a break-even profit and loss in any financial year within the period (TMS financial target)

  • Milestone met

  • Milestone not met

8%
0%

Maximum

150%

Further details regarding the performance metrics are provided in section 8.2.6

Feature

Key terms of the 2025 LTVR

Performance assessment, expiry period

The same terms apply as detailed in section 5.3.1, however the 2025 PSARs will have an exercise period of two years from vesting, which will occur after the audited results are finalised in approximately February 2028. The 2025 PSARs testing outcomes will be reported in the 2027 Remuneration report.

Other details and treatment of cessation of employment

Refer to section 5.3.1

8.2.6. 2024 LTVR performance conditions

Further details on the performance conditions are provided below:

Measures

Adjusted EBITDAR

Business Unit

Px product target

Tx
execution target

TMS
execution target

TMS
financial target

Description

Adjusted EBITDAR on a 3-year cumulative basis.

Marketing authorization of an additional urology imaging asset in the U.S.

Interim results from three pivotal trials across three therapeutic programs

Inclusion of a TMS site in a commercial product regulatory filing

TMS achieves a break-even profit and loss in any financial year within the period

Rationale and strategic significance

Demonstrates Telix’s underlying performance before non-operating expenditure, finance costs, depreciation and amortization, taxation expense and research and development activities.

Urology represents an ongoing growth opportunity where Telix has an established market presence.

This target continues Telix's innovation and revenue trajectory.

Therapeutic products have the highest potential impact for patients and create significant long term value for Telix and shareholders.

Including TMS sites in future filings will ensure supply chain sustainability and resilience for Telix products.

As commercial production increases across a range of Telix products, TMS profitability will demonstrate value in merger and acquisiton strategy.

Calculation

Refer to Alternative performance measures

Either achieved or not achieved milestone measure (hit/miss).

Measure type

Financial

Strategic delivery

Setting of targets

The Board sets the targets at the outset of each performance period. Targets are set to be sufficiently challenging for Executive KMP and deliver appropriate returns for shareholders.

These measures reflect Telix’s 2024 business transition and focus on the Px, Tx and TMS business units. Including these measures for Executive KMP ensures a cohesive approach across the Executive team, towards sustainable company and shareholder long term growth creation and the achievement of Telix’s growth strategy.

9 Non-Executive Director (NED) remuneration

9.1 NED remuneration framework

To ensure Telix attracts and retains suitably qualified individuals, NED fees are set to reflect the obligations, responsibilities and demands of Directors. They are reviewed periodically by the Board, considering market benchmark data and the financial position of the Group. As detailed in the 2023 Remuneration report, Mercer provided market benchmark data (not a recommendation) in 2023 that revealed that the 2023 NED remuneration was below or at the 25th percentile, and significantly below the market median.

NEDs receive fees as Directors of Telix, and for their membership and chairing of Board Committees. NEDs do not receive any performance-based remuneration. No equity grants were made or vested to NEDs in 2024. The Chairman is not compensated for Committee membership (ARC) but is compensated for his role as Chair of the PCNRC.

Historically there has been no minimum shareholding requirement for NEDs or retirement benefit scheme (other than statutory superannuation contributions for Australian-based NEDs).

9.2 NED remuneration approach - 2024

The NED aggregate fee limit of $1,350,000 was approved by shareholders at the 2024 Annual General Meeting. Total NED remuneration paid during 2024 was $848,489, within the fee limit (63% of the total). Following shareholder approval, as indicated by the Board, NED fees increased effective 1 January 2024, to commence alignment with the 2023 market benchmarking data, and to reach the market median over time.

The comparator group used by Mercer in 2023 considered 19 ASX listed companies, with Telix positioned towards the median based on the 6-month market capitalization at 31 August 2023. At that time Telix's market capitalisation was $3.2 billion, since that time it has grown to reach in excess of $8.2 billion as at 31 December 2024, and over $9 billion in February 2025.

As disclosed in the 2023 Remuneration report, the Board stated its intention to move towards the market median of the benchmark data, and the changes made effective 1 January 2024 took the first step, moving Board and Committee fees to between 55% and 74% of the market median.

From 1 January 2024:

 Board and Committee Fees

Chair

Member

Board

$230,000

$115,000

Audit and Risk Committee (ARC)

$30,000

$10,000

People, Culture, Nomination and Remuneration Committee (PCNRC)

$20,000

$10,000

9.3 2024 Statutory remuneration - NEDs

The table below sets out NED remuneration for 2024 and 2023, prepared in accordance with relevant IFRS and Australian Accounting Standards.

Directors' Fees

Superannuation1

Share-based payment2

Total

Options

Name

Year

$

$

$

$

$

%

NEDs

H K McCann3

2024

224,721

25,280

-

250,001

-

-

2023

170,000

18,275

-

188,275

-

-

A Kluge4

2024

104,920

-

-

104,920

-

-

2023

43,000

-

-

43,000

-

-

M Nelson

2024

121,349

13,651

-

135,000

-

-

2023

93,273

10,027

-

103,300

-

-

T Olson5

2024

146,508

-

57,060

203,568

57,060

28.03

2023

104,300

-

34,111

138,411

34,111

24.64

J Skinner

2024

139,327

15,673

-

155,000

-

-

2023

100,727

10,828

-

111,555

-

-

Total

2024

736,825

54,604

57,060

848,489

57,060

n/a

2023

511,300

39,130

34,111

584,541

34,111

n/a

1. No superannuation is applicable for Dr. Kluge as he did not provide services in Australia. Ms. Olson has a certificate of coverage, which exempts the Group from paying superannuation.
2. Following Shareholder approval, premium-priced unlisted share options were issued to Ms. Olson in 2022. The amounts recorded for share-based payments (options) for NEDs reflect the fair value of these options expensed each year over the life of the option.
3. During 2023 Mr. McCann waived his entitlement to fees as Chair of the PCNRC.
4. Dr. Kluge retired from the Board on 17 October 2024. Dr. Kluge was paid in Euro (€) with an exchange rate as at the date he joined the Board of 0.69326.
5. Ms. Olson was paid in USD (US$) with an exchange rate as at the date she joined the Board of 0.7527.

9.4. 2025 Remuneration framework for NEDs

The Board will be introducing two new policies governing NED remuneration in 2025, designed to assist in building NED equity in Telix. These are a Minimum Shareholding Policy (MSH), and a NED rights plan, under which NEDs can choose to salary sacrifice a portion of their Board base fee to obtain Telix share rights. Further details will be provided in due course.

In light of Telix’s recent growth including market capitalization, dual listing on Nasdaq and current NED remuneration being below market peers, the Board considers it appropriate to increase NED fees taking the approach consistent with Executive KMP (paying 80 - 120% of the market median) as discussed in section 8.2. This increase, and introduction of the NED rights plan is designed to recruit and retain NED talent in a competitive global market, including in the U.S.

Director and Committee fees to apply effective 1 January 2025, and the resultant position of each Board and Committee fee against the median market benchmark, using the August 2023 independent benchmarking data is detailed as follows:

Board and Committees

Telix fees

Position against market midpoint

Chair

Member

Chair

Member

Board

$360,000

$180,000

1.00

1.09

ARC

$36,000

$18,000

1.00

0.95

PCNRC

$36,000

$18,000

1.09

1.06

10 2024 Statutory remuneration – Executive KMP

The below table shows details of the remuneration expenses recognized for Executive KMP for 2024 and 2023 prepared in accordance with IFRS and Australian Accounting Standards.

Fixed remuneration

Variable remuneration

Termination benefit

Total

Variable remuneration

Salary

Superannuation/pension

Leave accruals1

STVR

Share-based payment

Name

Year

$

$

$

$

$

$

$

$

%

Executive KMP

C Behrenbruch

2024

606,767

28,750

5,041

236,517

528,443

-

1,405,518

764,960

54.43

2023

499,282

36,632

13,081

120,244

349,222

-

1,018,461

469,466

46.10

D Smith

2024

531,984

28,650

39,948

101,210

517,594

-

1,219,386

618,804

50.75

2023

437,650

33,745

10,194

89,586

142,727

-

713,902

232,313

32.54

D Patti2

2024

437,246

30,775

-

104,811

357,903

-

930,735

462,714

49.71

2023

-

-

-

-

-

-

-

-

-

D Cade3

2024

516,409

28,750

32,817

98,398

392,829

-

1,069,203

491,227

45.94

2023

-

-

-

-

-

-

-

-

-

R Valeix4

2024

369,659

40,383

239

82,505

519,432

-

1,012,218

601,937

59.47

2023

496,571

37,793

(1,694)

105,821

264,413

-

902,904

370,234

41.00

Former Executive KMP

C Hayward5

2024

-

-

-

-

-

-

-

-

-

2023

680,739

11,717

(25,145)

-

377,177

155,252

1,199,740

377,177

31.44

Total

2024

2,462,065

157,308

78,045

623,441

2,316,201

-

5,637,060

2,939,642

52.15

2023

2,114,242

119,887

(3,564)

315,651

1,133,539

155,252

3,835,007

1,449,190

37.79

1. Remuneration includes movement in annual leave and long service leave provisions during the year.
2. Dr. Patti was appointed as Chief Operating Officer on 11 March 2024. His remuneration is reported to include all amounts associated with his role as KMP from 11 March 2024. Dr. Patti was paid in US$, reported in AU$ using the respective monthly exchange rates.
3. Dr. Cade was appointed as Chief Medical Officer effective 1 January 2024.
4. Mr. Valeix moved to the non-KMP role of CEO, Telix Therapeutics, and ceased as KMP on 18 August 2024. His remuneration is reported to include all amounts associated with his role as KMP up to 18 August 2024. Mr. Valeix was paid in CHF, reported in AU$ using the respective monthly exchange rates.
5. Dr. Hayward resigned as Chief Medical Officer and ceased as Executive KMP effective 31 December 2023.

11 Additional statutory disclosures

11.1 Ordinary shareholdings

The relevant interests of KMP in the shares issued by Telix, held directly, indirectly or beneficially either personally or by their related parties are included in this section.

11.1.1 NED ordinary shareholdings

Name

Balance 1 January 2024

Shares issued from Options exercised

Net acquired/(disposed)

Other changes1

Balance 31 December 2024

H K McCann

1,150,000

-

-

-

1,150,000

A Kluge

22,675,000

-

-

(22,675,000)

-

M Nelson

3,628,750

-

-

-

3,628,750

T Olson

95,235

-

-

-

95,235

J Skinner

595,000

-

-

-

595,000

28,143,985

-

-

(22,675,000)

5,468,985

1. Amounts presented here represent the number of shares held immediately preceding commencement or prior to ceasing respective KMP roles.

Dr. Kluge's ordinary shareholdings are reflected as Nil at year end as he is no longer a KMP.

11.1.2 Executive KMP ordinary shareholdings

Balance 1 January 2024

Shares issued from Options exercised

Net acquired/(disposed)

Other changes

Balance 31 December 2024

% of base salary held in shares1

C Behrenbruch

23,075,000

153,298

-

-

23,228,298

100152%

D Smith

6,500

-

-

-

6,500

32%

D Cade2

-

-

-

373,133

373,133

1874%

D Patti

-

-

-

-

-

0%

R Valeix3

125,000

-

-

(125,000)

-

n/a

23,206,500

153,298

-

248,133

23,607,931

1. As at 31 December 2024, the Executive KMP’s shareholding as percentage of base salary is calculated using the closing share price of $24.61.
2. Dr. D Cade commenced as CMO effective 1 January 2024, promoted from CEO - APAC.
3. Mr. Valeix ceased as a KMP effective 18 August 2024.

11.2 KMP option holdings for the year ended 31 December 2024

11.2.1 NED option holdings

Name

Grant date of options

Number of options granted

Exercise price $

Expiry date

Fair value per option at grant date $

Vesting date

Vesting number

Vested during the year

Lapsed or forfeited during the year

Exercised in current or prior year

Eligible to exercise at 31 December 2024

Unvested at 31 December 2024

Maximum value yet to vest $

T Olson

18-May-22

52,070

4.95

18-May-26

2.1865

31-Dec-24

52,070

-

-

-

-

52,070

-

Total

52,070

52,070

-

-

-

-

52,070

-

11.2.2 Executive KMP option holdings

Name

Grant date of options

Number of options granted1

Exercise price $

Expiry date

Fair value per option at grant date $

Vesting date

Vesting number

Vested during the year

Lapsed or forfeited during the year

Exercised in current or prior year

Eligible to exercise at 31 December 2024

Unvested at 31 December 2024

Maximum value yet to vest $

C Behrenbruch

13-Jan-20

200,000

2.23

12-Jan-24

0.46

12-Jan-23

200,000

-

-

200,000

-

-

-

26-Jan-21

100,708

4.38

26-Jan-26

2.12

28-Oct-22

100,708

-

-

-

100,708

-

-

05-Apr-22

139,672

4.95

04-Apr-27

2.43

31-Dec-24

139,672

-

-

-

-

139,672

-

24-May-23

120,268

6.90

31-Dec-27

7.65

31-Dec-25

120,268

-

-

-

-

120,268

599,736

22-May-24

144,037

11.94

31-Mar-29

8.57

31-Mar-27

144,037

-

-

-

-

144,037

1,035,807

D Smith

24-Oct-22

45,449

6.15

24-Oct-27

3.08

24-Oct-25

45,449

-

-

-

-

45,449

-

24-Oct-22

32,463

6.15

24-Oct-27

3.08

24-Oct-25

32,463

-

-

-

-

32,463

-

02-May-23

106,197

6.90

31-Dec-27

3.79

31-Dec-25

106,197

-

-

-

-

106,197

262,126

08-Mar-24

35,000

0.00

31-Mar-29

11.70

31-Mar-27

35,000

-

-

-

-

35,000

295,960

08-Mar-24

35,000

0.00

31-Mar-30

11.70

31-Mar-28

35,000

-

-

-

-

35,000

322,746

21-Mar-24

76,311

11.94

31-Mar-29

7.59

31-Mar-27

76,311

-

-

-

-

76,311

485,919

D Cade

19-Jul-21

100,000

0.00

18-Jul-26

5.35

18-Jul-26

100,000

-

-

-

-

100,000

165,923

05-Apr-22

78,189

4.95

04-Apr-27

2.43

31-Dec-24

78,189

-

-

-

-

78,189

-

02-May-23

101,152

6.90

31-Dec-27

3.79

31-Dec-25

101,152

-

-

-

-

101,152

249,673

21-Mar-24

74,191

11.94

31-Mar-29

7.59

31-Mar-27

74,191

-

-

-

-

74,191

472,419

D Patti

21-Jul-21

100,000

5.37

20-Jul-26

2.62

28-Oct-22

100,000

-

-

-

100,000

-

-

05-Apr-22

15,826

4.95

04-Apr-27

2.43

31-Dec-24

15,826

-

-

-

-

15,826

-

05-Apr-22

15,000

0.00

30-Apr-25

4.53

05-Apr-25

15,000

-

-

-

-

15,000

3,715

02-May-23

32,938

6.90

31-Dec-27

3.79

31-Dec-25

32,938

-

-

-

-

32,938

81,300

15-Jun-23

15,000

0.00

15-Jun-25

10.79

05-Apr-25

15,000

-

-

-

-

15,000

18,064

31-Oct-23

15,000

0.00

31-Oct-28

8.99

31-Dec-26

15,000

-

-

-

-

15,000

95,139

31-Oct-23

15,000

0.00

31-Oct-29

8.99

31-Dec-27

15,000

-

-

-

-

15,000

104,684

21-Mar-24

17,175

11.94

31-Mar-29

7.59

31-Mar-27

17,175

-

-

-

-

17,175

109,364

21-Mar-24

83,082

11.94

31-Mar-29

7.59

31-Mar-27

83,082

-

-

-

-

83,082

529,034

26-Aug-24

15,000

0.00

01-Apr-25

19.86

01-Apr-25

15,000

-

-

-

-

15,000

24,648

R Valeix2

21-Jul-21

75,000

5.37

20-Jul-26

2.62

28-Oct-22

75,000

-

-

-

75,000

-

-

21-Jul-21

125,000

0.00

20-Jul-26

5.35

20-Jul-26

125,000

-

-

125,000

-

-

-

05-Apr-22

89,300

4.95

04-Apr-27

2.43

31-Dec-24

89,300

-

-

-

-

89,300

-

02-May-23

121,821

6.90

31-Dec-27

3.79

31-Dec-25

121,821

-

-

-

-

121,821

300,691

06-Jul-23

35,000

0.00

31-Dec-27

10.79

31-Dec-25

35,000

-

-

-

-

35,000

125,874

08-Mar-24

35,000

0.00

31-Mar-29

11.70

31-Mar-27

35,000

-

-

-

-

35,000

295,960

08-Mar-24

35,000

0.00

31-Mar-30

11.70

31-Mar-28

35,000

-

-

-

-

35,000

322,746

21-Mar-24

90,537

11.94

31-Mar-29

7.59

31-Mar-27

90,537

-

-

-

-

90,537

576,505

26-Apr-24

35,000

0.00

31-Mar-29

14.91

31-Mar-27

35,000

-

-

-

-

35,000

377,183

2,354,316

2,354,316

-

-

325,000

275,708

1,753,608

6,855,216

1. In November 2024, an additional grant of options was made to all PSARs recipients from 2023 and 2024 to align to the approach adopted for stretch PSARs issued to the MD & CEO (granting at 150% of target) . All performance and vesting conditions remain the same as the original offer and continue to apply.
2. Mr. Valeix moved to the non-KMP role of CEO, Telix Therapeutics, and ceased as KMP on 18 August 2024.

11.3 Related party transactions with KMP

Remuneration: Remuneration to KMP is recorded in the tables above.

Loans: There were no loans between the Group and any KMP in the years ended 31 December 2024 and 2023.

Other transactions: Refer to note 35 of the Financial report for further details.

Other than those noted above, there were no related party transactions with any KMP in the year ended 31 December 2024.

This Directors’ report is approved in accordance with a resolution of the Directors.

H Kevin McCann AO
Chairman

20 February 2025

Christian Behrenbruch
Managing Director and Group CEO

20 February 2025

  1. As detailed in Telix's ASX disclosure dated 30 December 2024.
  2. Adjusted Earnings Before Interest, Tax, Depreciation, Amortization and Research and Development Expense.
  3. The 2022 Talent Equity program was offered to under 10 key employees below KMP level who demonstrated continued high performance and are key contributors to Telix's success. Talent equity granted to these key performers, further aligns their interests with shareholders and rewards the achievement of shareholder value creation, and the long term success of the Company. The Board is delighted that Dr. Patti has demonstrated such potential identified in 2022 (and 2023) that he is now an Executive KMP.