Compensation of employees who have a material impact on risk We are committed to ensuring our compensation program is aligned with the Financial Stability Board’s (FSB) Principles for Sound Compensation Practices, the Financial Stability Board’s Implementation Standards and other governance practices related to compensation. Our internal auditors conduct an annual independent review of the executive compensation program. The last audit was finalized in March 2022 and confirmed that we continued to be aligned with the FSB Principles and Standards. See page 103 for more information about our compensation governance practices. You can read about the management resources and compensation committee’s composition and mandate in its report on page 33, and the compensation decision-making process and program design beginning on page 108 FSB PRINCIPLES AND BASEL COMMISSION FOR BANKING SUPERVISION PILLAR 3 REQUIREMENTS The tables below show the breakdown of 2022 compensation for employees who have a material impact on our risk exposure (material employees). Material employees include: • all executives including named executive officers who were members of the executive leadership team at any point in 2022, and • employees who have: – authority and responsibility for policy-setting and implementation of controls, or – significant influence, oversight and approval authority on general account assets, or – oversight of a significant business unit that could have a material impact on our risk exposure. Compensation awarded in U.S. dollars was converted to Canadian dollars using the exchange rates we used for the summary compensation table (see page 86). 2022 compensation ($ thousands) Number of Deferred material Total Fixed Non-deferred variable Severance employees compensation compensation Variable compensation compensation compensation payments 44 $143,128 $32,546 Annual incentive plan $36,434 $69,015 $73,663 $450 Special awards $35 RSUs $37,634 PSUs $32,274 Other medium-term $3,755 incentives Stock options $0 Total $110,132 Manulife provided $1,937,500 sign-on bonuses to material employees in 2022. Sign-on bonuses, when provided, replace compensation employees forfeit when they leave their previous employer. 110 Manulife Financial Corporation
