Advisers are urging Ryanair shareholders to vote against executive pay and the re-election of chairman David Bonderman and other board members at its annual general meeting this month.
Reports from Pensions & Investment Research Consultants (PIRC) and Institutional Shareholder Services (ISS) recommend that Ryanair shareholders oppose a series of motions at the meeting on September 15th.
Both argue that the company does not provide enough information on how executives’ bonuses are calculated. PIRC warns that this could result in some being overpaid.
The firm notes that bonuses appear to be consistently capped while payments are in line with best practice, but it states that Ryanair does not reveal the targets or performance criteria on which they are based.
The airline paid chief executive Michael O’Leary a total of €3.26 million in its last financial year, which included a performance-related bonus of €950,000 and basic salary of just over €1 million.
ISS and PIRC, whose advice some investors follow when deciding on how to vote at general meetings, call on shareholders not to approve Ryanair's report on executive pay.
Key investors
PIRC points out that significant numbers of shareholders voted against the report last year and in 2015. Ryanair has said it discussed pay policies and corporate governance with key investors over the last 12 months.
“However, the content of such meetings is not fully available, no specific follow-up steps have been disclosed by the company, and the remuneration policy has remained de facto untouched,” PIRC says.
PIRC does recommend that shareholders vote for Mr O’Leary as chief executive.
However, it calls on them to oppose the re-election of Mr Bonderman, arguing that he is not independent as he has been on the board for more than nine years and holds a stake in the company.
The billionaire private-equity specialist has chaired Ryanair since 1996. In June he resigned from the board of lift-sharing broker Uber in a sexism row.
In a statement, Ryanair said: “We’re confident that all of the pay resolutions will be overwhelmingly passed by shareholders this year, as they are each year. Last year over 85 per cent of shareholders - a majority of six to one - approved the remuneration report.”
Overall, PIRC says that there is "insufficient independent representation" on Ryanair's board. It recommends opposing another long-standing board member, Davy Stockbrokers head of capital markets, Kyran McLaughlin, because he has served more than nine years.
It says that shareholders should oppose the re-election of former chief financial offer Howard Millar and chief operations officer Michael Cawley, as both are former executives and received 30,000 share options in 2015.
P IRC says share options granted to other non-executives, former finance minister Charlie McCreevy, former Department of Transport general secretary Julie O'Neill, PayPal's Louise Phelan and PricewaterhouseCoopers consultant Declan McKeon mean they are not independent.
