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The magazine publisher behind The Week and Country Life is bracing for its second successive investor revolt over a £95m bonus scheme that offers a huge payout for the chief executive, Zillah Byng-Thorne.
Shareholders in Future are being urged to oppose the pay policy by proxy advisory firm Glass Lewis after it "insufficiently responded to shareholder dissent" at last year's annual meeting.
The company's value creation plan has the potential to award Ms Byng-Thorne more than £40m since coming into force last year. Staff and executives as a whole can also earn up to £95m annually in shares over a three-year period.
Glass Lewis said the policy had the "potential for excessive payouts" and pointed to significant opposition at last year's meeting, where 33.9pc, 26pc and 33.8pc voted against the pay policy, remuneration report and value creation plan respectively.
Another rebellion at Thursday's annual meeting would mark the latest in a steady string of revolts over executive pay since Future's annual meeting in 2019.
In a report, Glass Lewis said: "We believe that this plan could potentially lead to extremely high payouts to executives based in large part on general economic factors outside of management’s control, which we believe is not in the best interests of shareholders."
The value creation plan is triggered if total shareholder returns top 10pc and the share price exceeds £19.42. The stock rose above £20 in April last year and has continued climbing, closing on Friday at £31.46, valuing the FTSE 250 company at £3.8bn.
The first vesting date is in September 2023. The hurdle means Future would have to create more than £4bn in extra shareholder value to trigger the maximum payment.
The company has been buying magazines, websites and price comparison firms and refocusing them as online titles funded by advertising and e-commerce referral revenues, which account for most of its turnover.
Titles such as TechRadar review products and earn a fee for referring readers to Amazon and other retailers.
Ms Byng-Thorne's salary rose 21pc last year to £575,000 under the policy, which meant her total pay packet could reach £3.3m through bonuses.
In an effort to appease shareholders, Future plans to keep her salary the same for at least two years and is cutting her pension contributions from 15pc to 6pc to bring them in line with its workforce. However, the potential for her to earn a bonus worth double her salary remains in place.
Institutional Shareholder Services, another proxy advisory group, has also called for opposition to the remuneration report over the decision to pay former finance boss Rachel Addison bonuses in cash rather than shares.
ISS added: "Deferred remuneration is much more easily recovered than is remuneration that has already been paid out in cash. The former is subject to malus (the cancelling of deferred but unreleased) but the latter would only be subject to clawback, which could be impractical or in fact impossible (from a legal perspective) for the company to apply."
Future said it had a longstanding policy of keeping remuneration under review and engaging constructively with shareholders.
"We are disappointed Glass Lewis declined our offer to engage with them on this matter and that their report does not fully reflect the engagement we have had with shareholders both prior to and following last year’s AGM to inform our decision-making."
On Ms Addison's bonus, Future added: "The accelerated vesting of Rachel Addison’s performance share plan and deferred annual bonus scheme awards was significantly more than offset by the remuneration committee’s decision to lapse entirely two tranches of [value creation plan] units that she had been entitled to."