About the Directors How we pay our directors We structure director compensation with three Key features of the director compensation goals in mind: structure: • to reflect directors’ responsibilities, time • Directors and the Chair of the Board are commitment and expected contribution paid a single annual retainer. No meeting • to align directors’ interests with those of our fees or travel allowances are provided. shareholders • Committee chairs receive an additional • to be competitive with global financial institutions retainer to recognize the additional that are comparable to us in scope and responsibilities and workload required by complexity. this leadership role. • For 2022, directors were required to receive The table on page 36 shows the director fee at least 50% (US$102,500) of their board schedule for services provided to Manulife and retainer in equity, even after they had met Manufacturers Life in 2022. Fees are divided their equity ownership requirement. This equally between the two companies. increased to US$127,500 (approximately Directors do not receive stock options, 55% of the board retainer) on January 1, perquisites, severance, pension or retirement 2023. benefits or participate in an equity-based • The director equity ownership requirement compensation plan, other than receiving deferred is six times the mandatory equity portion of share units or common shares in lieu of cash the annual board retainer. Directors are compensation. Mr. Gori does not receive director expected to meet this requirement within six compensation because he is compensated in the years of joining the board. role of President and CEO. In 2019, the board introduced a flat fee structure and enhanced director equity ownership requirements to align with best practices and reduce compensation volatility and complexity. The corporate governance and nominating committee worked with an independent consultant to review director compensation again in 2022, and recommended that the board approve a 12% increase to director compensation to align with companies of similar complexity. The increase is received entirely in equity, raising the mandatory equity portion of the board retainer to US$127,500 (approximately 55% of the board retainer). This change went into effect January 1, 2023. The corporate governance and nominating committee will continue to monitor director compensation so that it continues to achieve the three goals above. About equity ownership Directors are required to own equity in Manulife so their interests are aligned with the interests of our shareholders. Directors can count Manulife common shares, preferred shares or deferred share units towards meeting the ownership guidelines. Directors can beneficially own the shares or exercise control or direction over them. We require all directors except Mr. Gori to own common shares, preferred shares and/or deferred share units with a total market value of at least six times the mandatory equity portion of the annual board retainer. Until January 1, 2023, this equaled US$615,000, and thereafter equals US$765,000. Mr. Gori has separate equity ownership requirements as President and CEO, which he meets. You can read more about this on page 107. See pages 18 to 29 for information about each nominated director’s equity ownership. Until January 1, 2023 directors were required to receive at least 50% (US$102,500) of their board retainer in equity. This increased to US$127,500, or approximately 55% on January 1, 2023. Directors are expected to meet their equity ownership requirements within six years of joining the board. All directors who have served six years or more meet or exceed their equity ownership requirement. About deferred share units Deferred share units are notional shares that have the same value as Manulife common shares and earn additional units as dividend equivalents at the same rate as dividends paid on our common shares. 2023 Management information circular 35