Executive Compensation TOTAL DIRECT COMPENSATION Mr. Gori’s 2022 target total direct compensation takes into consideration the global scope and complexity of his role as President and CEO, what our global peers pay for similar roles (see page 50 for our compensation peer group), and what other senior executives at Manulife are paid. The management resources and compensation committee received advice and additional research and analysis from its independent advisor when developing Mr. Gori’s compensation package. The board believes that Mr. Gori’s target compensation should be appropriately aligned against a global peer group, that it should reflect his performance, and that the pay mix should emphasize the focus on Manulife’s long- term performance and alignment with the shareholder experience. The table below shows the total direct compensation the board approved for Mr. Gori for 2022, and his base salary and equity-based incentives for 2023, based on the recommendation of the management resources and compensation committee. (US$) 2020 2021 2022 2023 Base salary $1,200,000 $1,200,000 $1,200,000 $1,300,000 1 Annual incentive $2,822,400 $4,600,800 $2,923,200 $2,600,000 (target) 1 Equity-based incentives • PSUs $3,162,500 $4,095,000 $4,920,000 $5,100,000 • RSUs $1,265,000 $2,730,000 $3,280,000 $3,400,000 • stock options $1,897,500 $0 $0 $0 Total direct compensation $10,347,400 $12,625,800 $12,323,200 $12,400,000 1 Timing of awards: the 2022 column includes the annual incentive awarded for 2022 and paid in February 2023 and the equity- based incentives granted in March 2022. 2022 compensation mix 26% RSUs Fixed pay 10% Base salary Variable pay 24% Annual incentive 66% Equity-based incentives 40% PSUs 2023 target compensation mix 28% RSUs Fixed pay 10% Base salary Variable pay 21% Annual incentive 69% Equity-based incentives 41% PSUs 2023 Management information circular 69
