Burberry investors vote down Christopher Bailey’s 20m pounds pay deal

Andrea Felsted and David Oakley

Burberry has suffered the first pay defeat of a FTSE 100 company for two years, as shareholders rejected a 20 million pound remuneration package for its new chief executive, Christopher Bailey.

Christopher Bailey attends the Serpentine Gallery Summer Party at The Serpentine Gallery in London.
Gareth Cattermole | Getty Images

Almost 53 percent of votes cast at the luxury goods group's annual meeting on Friday were against the directors' remuneration report, in a revolt against 1.35 million shares awarded to Mr. Bailey before he was named as Angela Ahrendts' successor last October. The shares are worth just under 20 million pounds and are not tied to performance.

The backlash is a reminder of the still-febrile climate over executive pay in the UK, and investor concerns over whether corporate boards are doing enough to clamp down on excess.

The Burberry revolt is the first such defeat of a FTSE 100 company since investors voted against the pay of Sir Martin Sorrell, WPP chief executive, in June 2012. It is only the sixth time that a FTSE 100 company has lost a vote on pay since 2002, when shareholders were given the ability to vote on remuneration, according to Manifest, the proxy shareholder service.

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When Mr. Bailey succeeded Ms. Ahrendts after her defection to Apple, some investors were unsure of whether he could be a successful chief executive while retaining the creative director role, which he has held since 2001. But the primary concern of shareholders is now that some of his long-term incentives were not linked to performance.

One top 10 shareholder in Burberry said: "This is a warning shot not just to Burberry, but to other companies that think they can return to their bad old ways of handing out excessive rewards to chief executives."

But shareholders stopped short of taking the stiffest action available by forcing a change in future pay policy and instead opted to register their protest through a non-binding vote on pay already received.

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Sir John Peace, chairman, said he was "disappointed" by the vote, but acknowledged it reflected shareholder unease over Mr. Bailey's pay. "It is an expression to us of concerns over some aspects of our remuneration, and I think specifically relates to Christopher and the award of his shares"," he said.

Burberry had been forced to award 1 million shares to Mr. Bailey in 2013 in the face of "competing job offers" which he said were "much more than his existing package."

"We are acutely aware he could command a much higher package outside of the UK, where the size and nature of remuneration can be very different and quite often not publicly disclosed," Sir John said. "Angela went to Apple for over $60 million. There is no way we can do that."

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Mr. Bailey, who was born to a carpenter father and window dresser mother, joined Burberry in 2001 after working for designers from Donna Karan to Tom Ford.

On Friday he said he was aware he was paid a "significant amount." Asked whether he would forfeit some of it in light of the revolt, he added: "It's not about giving something up."

Mr. Bailey insisted he had not held Burberry to "ransom" over the job offer. He would not comment on whether last year's approach had come from Louis Vuitton, which was then seeking a successor to Marc Jacobs.

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Some shareholders also took issue with a 440,000 pounds cash allowance paid to Mr. Bailey, who can earn up to about 10 million pounds a year in his role as chief executive, depending on performance.

Sir John said: "We know that the amount paid to Christopher is a lot of money, but much of it is performance related."

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Shareholders in Standard Chartered are also unhappy that Sir John plans to keep juggling two FTSE 100 chairmanships—at the emerging markets bank and at Burberry—even after he steps down from Experian, the credit checking company, in July. The chairmen of the four other big British banks all do the job full-time.

By The Financial Times' Andrea Felsted and David Oakley. Martin Arnold contributed to this report.