ITV investors revolt over Adam Crozier's £8m pay bonanza

Chairman Archie Norman declares rewards had 'stringent requirements'
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The Independent Online

More than a quarter of ITV investors failed to back the chief executive Adam Crozier's £8.4m pay and bonus package yesterday.

At the broadcaster's annual meeting, 22.5 per cent opposed the remuneration report. Once abstentions were included, 25.7 per cent failed to back the report in a surprisingly large rebellion at the Mr Selfridge broadcaster, which has enjoyed a renaissance in recent years as profits soared and the dividend was reinstated.

John Farmer, a small shareholder in many FTSE 100 companies, told the annual meeting: "I simply do not believe £8.4m is necessary."

Another small shareholder said Mr Crozier's pay was "too much" and "not right".

The ITV boss earned a base salary of £841,000, but his total remuneration was 10 times higher thanks to a short-term bonus of £1.4m, a long-term bonus of £2m, and a one-off share award worth £4m.

He was handed that last award when he arrived in 2010 but it only vested last year, by when it had soared in value as ITV's shares have nearly quadrupled on his watch.

Mr Farmer criticised the award as a "golden hello" and claimed that some of the performance criteria were "extremely vague".

A vote on the future remuneration policy also suffered a protest vote. While 96 per cent were in favour, there was a large number of abstentions, as 16.8 per cent failed to back the report. The City shareholder watchdog Pirc had called the bonuses "excessive" ahead of the meeting.

The rebellion at ITV follows larger protests at other FTSE 100 companies including Barclays, Standard Chartered and the Financial Times' owner Pearson in recent weeks, although not on the scale of the 2012 "shareholder spring".

ITV's chairman Archie Norman insisted Mr Crozier deserved his high pay while admitting: "You may think all his Christmases have come at once." But Mr Norman said "it is right" that the chief executive is "properly incentivised" as shareholders had prospered. "It is a function of the coming together of a number of schemes, including the share award on his arrival to set him up when he arrived from Royal Mail," said Mr Norman, dismissing suggestions of a "golden hello" as all awards were subject to "stringent requirements".

The mood at the annual meeting in Westminster was amicable and Mr Crozier also received applause. One shareholder congratulated him and said it was a "no-brainer" to pay him well when the share price had soared from a low of 18p in 2009 to nearly £2.

A third vote on a new long-term bonus scheme passed easily, with 95 per cent in favour, despite Mr Crozier's maximum bonus opportunity rising from 225 per cent to 350 per cent of salary.

Investors remain concerned about ITV's future prospects after its strong recovery and the shares slumped more than 6 per cent yesterday on a lacklustre trading update.

First-quarter revenues rose only 2 per cent to £585m as its programme-making arm ITV Studios saw a slowdown because of seasonal "phasing" of work and its share of viewing fell 8 per cent. But ITV was upbeat about a World Cup advertising boost and international growth, especially in America. The shares fell 11.9p to 179.1p.