NatWest executives have avoided a shareholder rebellion despite a controversial new pay policy that could net its chief executive, Alison Rose, as much as £5.2m a year.
The bank’s new pay policy – which was put to a shareholder vote on Thursday afternoon – will increase Rose’s potential bonus payouts by 25%, and result in a 43% rise for finance chief, Katie Murray, by 2023. Rose was paid nearly £3.6m in 2021.
Nearly 93% of shareholder votes were cast in favour of the policy, meaning executives avoided an embarrassing rebellion on the first executive pay overhaul since the bank returned to majority private control last month, when the UK government stake fell below 50% to 48.1%. NatWest – formerly Royal Bank of Scotland Group – was nationalised through a £46bn bailout at the height of the financial crisis in 2008.
Shareholders backed the policy despite opposition from the influential shareholder advisory firm Glass Lewis, which recommended investors vote against the pay plan. Glass Lewis had concerns over the increase in potential executive pay, as well as the decision to replace long-term incentive plan (LTIP) with a scheme with fewer performance metrics that could make it easier to secure payouts.
“We are concerned by the increase in overall incentive opportunity and the introduction of an RSP [restricted share plan] absent of a compelling strategic rationale for this type of award structure,” Glass Lewis said in its report.
The RSP will allow Rose to earn as much as 150% of her £1.1m salary, while the new bonus plan will give the banking boss a chance to again double her base pay. Together, the changes will allow Rose to earn 25% more in bonuses than under the current policy, and raise her potential pay prospects by 19%.
It means she could earn as much as £5.2m by the time the policy is fully implemented in 2023.
NatWest has defended the proposals, saying that while the bank was aware the policy could court controversy, the changes would bring executive pay closer to levels offered by rival UK banks.
“We recognise that the move to a more normal construct which involves an increase to total compensation represents a material change and intend to make the transition to the new policy over two years,” NatWest said in its annual report.