A sizeable proportion of UK shipbroker Clarksons' shareholder base remains unhappy with its pay policy for two key executives.
At the annual general meeting in London on Wednesday, only 60% of votes were cast in favour of the remuneration report, down from 67% in 2020.
The London-listed broker ran into trouble over legacy contracts for chief executive Andi Case and chief financial officer and chief operating officer Jeff Woyda in 2019, launching a charm offensive by directors that saw it scrape over the line that year with 51% of the vote.
The deals date back 15 years and differ from current norms for listed companies, Clarksons has admitted.
They reflect the fact Case is still a big fee-earning broker, for example.
A new policy introduced in 2020 kept those terms in place, but new hires will face more traditional corporate deals.
Investor unrest
Votes representing 66% of the capital were cast in the pay vote this year, against 73% or 74% for other agenda items.
A total of 12m votes were in favour, with 8m against and 2m withheld.
There was 100% backing to keep Case in his role, while Woyda received 99.98% of the votes.
The only other votes where the result dipped below near-unanimity were those to re-elect chairman Sir Bill Thomas, who received 90% backing; director Tim Miller, who chairs the remuneration committee and got 82%; and board member Birger Nergaard, with 92% approval.
Clarksons said it noted the report had passed.
Support appreciated
"We appreciate the support from most of our shareholders and will continue our engagement over the year ahead," the company said.
The broker had warned last year that a vote against the policy would constitute a bid to break Case's and Woyda's contracts.
Since Case became chief executive in 2008, the share price had risen from £3.20 ($4) to more than £31 before the collapses in the market caused by coronavirus in 2020.
The company has said it had an outstanding 2020 despite Covid-19 challenges.
The broker recognises that its remuneration arrangements are increasingly unusual in the listed company environment, but are consistent with practice within shipping and shipbroking.
In line with top brokers
The company argues it is competing for Case's talent and his package is not out of line with the top brokers among its shipbroking competitors.
Clarksons views pay arrangements across the group as in line with commission-based businesses.
Case has again handed back part of his bonus to the general staff pool as his overall pay dropped in 2020.
The shipbroker waived 20% of his £2.38m bonus for last year, as did Woyda.
This meant £750,000 was to be shared among other colleagues, down from £1.3m in 2019.
Salaries the same
The basic salaries of the two executives were unchanged at £550,000 for Case and £350,000 for Woyda.
Benefits, pension payments and bonuses brought total remuneration to £3.15m for Case and £1.1m for Woyda.
This compares to £3.26m and £1.17m in 2019, respectively.
The pair also donated 20% of salary earned in the second quarter of 2020 to charity.
