AGM alert: Barratt Redrow, Smiths Group, Dunelm

Incentives for the new boss of Barratt Redrow (LSE:BTRW) are to get a major boost after the UK's only FTSE 100-listed housebuilder unveiled a new remuneration policy ahead of its AGM.

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Barratt plans to increase the annual bonus opportunity for the role of chief executive from 150% to 200% of salary and long-term incentives from 200% to 250%. 

This means that Dean Banks, who started the £875,000-a-year role last month, has the potential to land £4.9 million, rising to £6 million in the event of 50% share price growth.

Barratt, which holds its AGM on 4 November, said the proposed new policy reflected its size and complexity following the 2024 combination of Barratt Developments and Redrow.

The remuneration committee adds that the package is positioned at the lower quartile of the established FTSE 40–80 peer group and the median of the FTSE 80–120 peer group.

Meanwhile, a 6.5% pay rise for Smiths Group (LSE:SMIN) boss Roland Carter has taken his base salary to £1.1 million.

The remuneration committee said this was just above median compared with FTSE 100 companies of a similar market capitalisation and high level of international exposure.

Barratt Redrow

When: 11am, Wednesday 4 November.

Where: Linklaters, 20 Ropemaker Street, London, EC2Y 9AR.

How to participate: A live webcast is available but the facility does not include the right to vote on the business of the AGM. Questions can be submitted during the webcast or in advance of the meeting before 5pm, Wednesday 28 October. The deadline for proxy voting instructions is 11am, Monday 2 November. More AGM details can be found here. 

Who’s in the chair? Caroline Silver, who has held senior corporate finance and M&A positions at Morgan Stanley and Merrill Lynch, was appointed in July 2023.

How did the company do in the year to 28 June? Home completions of 17,667 rose 5% for a 6.6% increase in revenues to £6.05 billion. Adjusted profit before tax fell 7.1% to £572.8 million and earnings per share by 11% to 28.5p. The group reported net cash of £772.8 million after dividends of £242.2 million and share buybacks of £100 million. Plans for a £400 million capital return in the current financial year will be through a £386 million buyback programme, with the remaining £14 million through a nominal dividend of 1p a share payable on 13 December.

Why the smaller dividend? Over the last ten years, Barratt has returned nearly £3.5 billion to shareholders through a combination of dividends and share buybacks. It said: “Given the strength of our business and our balance sheet, but the very material discount at which our shares have recently traded relative to tangible net asset value, the board saw an opportunity to optimise shareholder returns through additional share buyback activity.”

How have shares performed? Down 39% to 290.3p (310p on Thursday).

How much is the new boss paid? Dean Banks became chief executive in September, having returned to the UK after five years leading Sydney-based infrastructure services provider Ventia. His salary has been set at £875,000, which is below the £886,000 of his predecessor David Thomas. The maximum remuneration opportunity is £4.9 million, rising to £6 million in the event of 50% share price growth. This is based on a proposed new remuneration policy that will lift the maximum annual bonus opportunity from 150% to 200% of salary and long-term incentives from 200% to 250%. Barratt has agreed to replace awards worth £3.2 million that Banks forfeited on leaving his previous employer. In addition, support for the relocation of his family from Australia to the UK will be provided but will not exceed £350,000. 

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Why the changes to the remuneration policy? The remuneration committee said the proposed variable pay opportunities are consistent with the size and complexity of the group following the 2024 combination of Barratt Developments and Redrow. It points out that the opportunities are positioned at the lower quartile of the established FTSE 40–80 peer group, and the median of the FTSE 80–120 peer group.

What about the former boss? Thomas, who spent 17 years with the group and 11 as chief executive, got £1.9 million in his final year at the helm. This included an annual bonus of £748,000 based on 56.3% of the maximum opportunity and £168,000 from the 15% vesting of long-term incentives. The most he received during his tenure was £3.8 million in 2021. He will remain with the group until March and will be eligible to participate in the 2027 annual bonus scheme on a pro rata basis. Thomas has been treated as a good leaver, meaning that his unvested long-term shares awards will vest on a pro-rata basis on the normal date, subject to the relevant performance conditions. He is subject to a two-year post-cessation shareholding requirement of 300% of salary, which is based on the new remuneration policy.

How was variable pay determined? Average work in progress, quality and service and a threshold performance for adjusted profit drove the annual bonus outturn. There was no vesting for four of the five measures under the long-term incentive scheme. These were return on capital employed, adjusted earnings per share and total shareholder return relative to the FTSE and the housebuilder index. Reduction of greenhouse gas emissions vested at the maximum 15% after a 71.6% reduction from 2018 levels.

How did last year's AGM go? The annual remuneration report was approved with 98.6% of votes in favour. The remuneration policy was last approved at the 2023 AGM with 97.6% support.

How diverse is the board? The gender split is 66.7% female, including three of the four senior positions. Two members of the board are from an ethnic minority background.

Smiths Group

When: 11am, Wednesday 18 November 2026.

Where: As a virtual meeting, accessed via the Lumi electronic meeting platform.

How to participate: Shareholders are encouraged to submit questions in advance to secretary@smiths.com by no later than 6pm on 11 November. However, live questions may also be submitted on the day via Lumi. Proxy voting instructions should be submitted no later than 11am, Monday 16 November. More AGM details can be found here.

Who's in the chair? Steve Williams, the former chief executive of Suncor Energy who previously held senior leadership roles at ExxonMobil in the UK, was appointed in September 2023. 

How did the company do in the year to 31 July? Revenue from continuing operations - John Crane and Flex-Tek - rose 2.1% to £1.94 billion, or by 1.2% on an organic basis. Operating profit lifted by 2.7% to £399 million and underlying earnings per share by 6% to 86.8p. The group divested Smiths Interconnect and Detection for a combined value of £3.3 billion, which was ahead of market expectations. A final dividend of 33.5p a share is payable on 23 November, lifting the total for the year by 5.4p to 48.5p and the 75th year of successive dividend payments.

How have shares performed? Up 12% to 2,642p (2,671p on Thursday). The values of hypothetical £100 investments made ten years ago in the FTSE 100 Index and Smiths Group at 31 July were £233.96 and £281 respectively.

How much was the boss paid? Roland Carter's total remuneration of £5.3 million was the highest sum for the CEO's role of the past decade, up from £4.4 million the year before. It included cash and deferred shares worth £1.5 million after the annual bonus scheme paid 59.9% of the maximum, plus £2.6 million from the 95.7% vesting of long-term incentives.

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What about this year's pay? When Carter took over as CEO in March 2024, his base salary was just below the level of the outgoing CEO. Recognising his performance as well as positioning against external benchmarks, the remuneration committee has increased his salary by 6.5% to £1.07 million. This is just above median compared with FTSE 100 companies of a similar market capitalisation and high level of international exposure. In terms of his overall package, the CEO's total target compensation remains between median and upper quartile against the company's market capitalisation peer group.

And fees for board directors? The base fee for non-executive directors has risen from £83,789 to £110,000 a year, effective from 1 July. Additional fees for committee chairs and the senior independent director rose from £20,000 to £25,000, representing the first increase in ten years. The remuneration committee approved an increase in the fee for the board chair from £497,845 to £530,000 with effect from 1 October, which it said reflected the “strategic input, responsibilities and demands of the role”. 

How was variable pay determined? An outturn of 41.9% was recorded for the 80% of the annual bonus determined by financial metrics. These were revenue, operating profit, operating profit margin and headline operating cash conversion. The final 20% was based on performance against strategic business objectives, with an outturn of 18%. 

How did last year's AGM go? The annual remuneration report was approved with 96.27% of votes in favour.

How diverse is the board? Planned board changes subsequent to the year-end will mean women represent 46% of the board at 1 November, up from 25% on 31 July. This includes one of the four senior roles, while at least one director is from an ethnic minority background.

Dunelm

When: 10.30am, Tuesday 10 November.

Where: Watermead Business Park, Syston, Leicester, Leicestershire, LE7 1AD.

How to participate: The deadline for the return of proxy voting instructions is 10.30am, Friday  6 November. More AGM details can be found here.

Who’s in the chair? Former Whitbread boss Alison Brittain was appointed in January 2023.

How did the company do in the year to 27 June? Sales of £1.8 billion rose 3.1% on a year earlier, while profit before tax stayed at £211 million. A final dividend of 28.5p a share is due to be paid on 17 November, which together with the interim award of 17p a share lifted the total for the year by 2.2% to 45.5p a share. A special dividend of 25p was paid on 8 April, down from the previous year's award of 35p a share. Alongside the results, the homewares company announced a self-funded plan targeting a return to mid-high single digit sales growth.

How have shares performed? Down 31% to 813p, having traded in a range of 715p and 1,241p (864.5p on Thursday).

How much is the boss paid? Clo Moriarty was appointed last October on a salary of £825,000, which is above the £627,905 received by predecessor Nick Wilkinson. Dunelm Group (LSE:DNLM) said her salary was around median compared to the largest 50 companies in the FTSE 250 and took into account her package at former employer Sainsbury's and the fact that her salary will not be reviewed until August 2027. Moriarty's total remuneration for 2025/26 was £5.1 million, boosted by a one-off £4.1 million to cover awards forfeited from her previous employer. Her Dunelm annual bonus of £399,000 was based on 42.98% of the maximum opportunity.

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How was variable pay determined? The annual bonus scorecard was 50% based on pre-tax profit and 25% on sales, with the outcome for both these metrics between threshold and on target. Customer satisfaction and personal objectives made up the rest of the scorecard.

What's in the new remuneration policy? Moriarty’s maximum bonus and long-term incentive plan (LTIP) grant for this year remains at 150% and 225% of salary respectively. This is worth up to £4.9 million when including 50% share price growth. The proposed new policy removes the combined upper limit of 375% of salary, with the introduction of separate caps including flexibility for LTIP headroom to be increased to up to 275% in the case of the CEO.

How did last year's AGM go? The annual remuneration report was approved with 96.67% of votes in favour. The remuneration policy was last approved at the 2023 AGM with 99.12% support.

How diverse is the board? Female directors hold 50% of board roles and three of the four senior positions. Two directors are from an ethnic minority background.