AGM alert: Berkeley Group, Games Workshop, Moonpig

A voluntary bonus cut by the chief executive of Berkeley Group Holdings (The) (LSE:BKG) has cost him £440,000 after he said the time was not right for the housebuilder to award the full amount of £880,000.

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Richard Stearn’s decision took into account factors including Berkeley’s recent transition to a new remuneration policy and the challenging operating environment.

The bonus of £440,000 represented 38% of the maximum opportunity, compared with the 75% he was entitled to. The remuneration committee had already used discretion to lower the outturn from 87.2%, a result driven by the metrics of pre-tax profit and operating margin.

The bonus details and the rest of the remuneration report will be subject to an advisory vote of shareholders when they meet for the company’s annual general meeting on 11 September.

Last year’s AGM saw 18.56% of votes cast against the re-election of former CEO Rob Perrins after he took up the role of executive chair. And more than a fifth of votes opposed the remuneration policy, which involved a return to market-standard pay arrangements.

Berkeley Group

When: 11am, Friday 11 September.

Where: Herbert Smith Freehills Kramer, Exchange House, Primrose Street, London EC2A 2EG.

How to participate: Proxy voting instructions should be returned no later than 11am, Wednesday 9 September. More AGM details can be found here.

Who’s in the chair? Rob Perrins moved to the role of executive chair after last year’s AGM, having been chief executive since 2009. His re-election to the board was opposed by 18.56% of votes cast. Berkeley said before last year’s AGM: “He has deep industry knowledge, well-established relationships with national and local political leaders, and an unparalleled understanding of the company’s business model, culture, and values. His continued leadership, through the role of executive chair, will foster the commitment of the senior leadership team during this period of change and ensure effective stewardship of the Berkeley 2035 strategy.”

How did the company do in the year to 30 April? The company delivered 4,076 homes across London and the South-East at an average selling price of £546,000, with 90% on brownfield land within designated regeneration areas. Revenue fell 4.2% to £2.38 billion, while the operating margin declined to 18.7% from 20.1% the year before. The pre-tax profit figure of £451 million fell 14.7% on a year but was within guidance. Net cash increased by £26 million to £363 million and Berkeley recorded an increase in closing net asset value per share of 9% to £39.17. Share buybacks accounted for the £233 million of shareholder returns in the year.

How has the company’s strategy changed? The Berkeley 2035 strategy was rephased in April to reflect the prevailing operating environment. It is now targeting £1.4 billion of pre-tax profit over the next four years and a 15% return on capital in the core business as soon as possible. Driven by the regulatory backdrop and subdued transaction levels of the last three years, the group has taken action to protect the business and strengthen its balance sheet by lowering land creditors in this period from £900 million to £486 million and reducing operating costs from £178 million to £150 million, which represents a 25% reduction in real terms. 

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What about shareholder returns? The group has completed the first £260 million of the £2 billion minimum shareholder returns target under the Berkeley 2035 strategy, launched in December 2024. The next shareholder returns target is £640 million by 30 September 2030, of which £112 million was completed by 30 April. The remaining £528 million will be made through a combination of share buybacks and dividends. 

How have shares performed? Down 10.2% to 3,542p (year to date as at Thursday’s close of 3,542p).

How much were bosses paid? Rob Perrins received £8.35 million, driven by £7.5 million from the full vesting of the tenth and final tranche of the 2011 long-term incentive plan. He is not a participant of the annual bonus scheme. New chief executive Richard Stearn got £3.3 million, including an annual bonus of cash and deferred shares worth £440,000 and £2.2 million from the vesting of long-term incentives.

Why was the CEO’s annual bonus reduced? The original outturn of 87.2% was driven by the performance measures of pre-tax profit and operating margin, which accounted for 80% of the bonus scorecard. However, the outturn was revised to 75% after the remuneration committee considered the wider context of the challenging operating environment and business response set out in April’s strategy update. The committee then considered a proposal from Stearn that his bonus of £880,000 be reduced by a further 50%. This move took into account the first year of the transition to a new remuneration policy, as well as the operating conditions and broader approach to remuneration across the group.

What about this year’s pay? Fixed pay levels are unchanged at £785,000 for Perrins and at £625,000 for Stearn. Their total remuneration caps have increased by 3% to £8.58 million and £5.15 million respectively. The conclusion of the 2011 long-term incentive plan marks the company’s transition to a new annual bonus and rolling performance share plan framework.

How did last year’s AGM go? The binding vote on the new remuneration policy was approved but with 22.8% of votes cast against. The switch to a market standard policy followed a period of bespoke remuneration, which comprised low base salaries and a high total potential from equity-based variable incentives. The annual remuneration report got 93.87% support.

What about board diversity? The gender split is 50%, with one senior role held by a woman. One director is from an ethnic minority background.

Games Workshop

When: 10am, Wednesday 16 September. 

Where: 1 Willow Road, Nottingham, NG7 2WS.

How to participate: Proxy voting instructions should be returned no later than 10am, Monday 14 September. More AGM details can be found here. 

Who’s in the chair? Mark Lam joined the board in April 2023 and became non-executive chair in November 2024. He was previously chief technology and information officer of Openreach and a senior executive at BT Group.

How did the company do in the year to 31 May?Games Workshop Group (LSE:GAW), the maker of fantasy miniatures, lifted core revenues by 10.9% to a record £626.8 million, while core operating profit improved 15.7% to £245.1 million and pre-tax profit by 4.9% to an all-time high of £275.7 million. The core results and licensing income above normal levels enabled the group to distribute surplus cash through dividend payments declared and paid of 485p a share in 2025-26, down from 520p. 

How have shares performed? Down 0.54% to 18,320p (year to date as at Thursday’s close of £183.20).

How much is the boss paid? Kevin Rountree got a total of £2.3 million in relation to 2025-26, including an annual bonus of £1.5 million after the company’s results “far exceeded” board expectations. Rountree joined Games Workshop in 1998 before becoming CEO in 2015 and leading the company through its most successful period. His base salary rose in June by 3% to £772,500. His total of £4.4 million in relation to the 2024-25 financial  year included a one-off Restricted Share Award equivalent to 300% of salary at £2.175 million.

What about staff bonuses? Under the group’s profit share scheme, staff can get up to 10% of core operating profit. In relation to 2025-26, each eligible employee will receive a total of £5,000, amounting to £17.6 million compared with £20 million in 2024-25.

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What happened before last year’s AGM? A new remuneration policy was approved at a general meeting in May 2025 but with 29.3% of votes cast against. The proposals included a Triennial Share Award, aligned with the core design, manufacturing and sales cycles of the group. The plan involved the grant of shares of up to 300% of salary for the CEO and up to 200% for the other executive directors, with the level of award determined by reference to the diluted earnings per share achieved in the year of operation. The TSA means that Rountree’s maximum remuneration opportunity for 2026-27 is £4.7 million.

What about fees for non-executive directors? They have increased from £58,000 to £75,000 after a benchmarking exercise showed fees were behind the median paid to companies in its current cohort of the FTSE 150 to 50 benchmark. The fee for the role of non-executive chair was increased by a similar percentage, from £206,000 to £270,000. Those for committee chairs doubled to £20,000 and the fee for the senior independent director from £15,000 to £20,000. An additional payment of £10,000 in relation to dual roles has been removed. Permission for the new limit on fees was given at a general meeting of shareholders in March.

How did last year’s AGM go? The annual remuneration report was approved with 88.21% of votes in favour.

What about board composition? Executive directors outnumbered non-executive directors (excluding the chair) in the period between December and financial year-end. By the time of the annual report, the number was balanced in accordance with the UK Corporate Governance Code. The company said that finding the right people has always been one of its biggest challenges, including at board level. “We take our time to ensure that we run a process free from any bias and we hold our resolve to never compromise our high standards of cultural fit when assessing potential candidates.”

What about board diversity? Two female directors meant a gender diversity level of 29% at the end of the financial year, below the 40% set out in UK Listing Rules. The company met the other targets, including for ethnic minority representation. It added: “The board does not consider that diversity can be best achieved by establishing specific quotas and targets; all appointments to the board are made on an objective and shared understanding of merit and in line with required competencies and personal qualities relevant to the job.”

Moonpig

When: 10am, Wednesday 16 September.

Where: RBC Europe, 100 Bishopsgate, London EC2N 4AA.

How to participate: Proxy voting instructions should be returned no later than 10am, Monday 14 September. More AGM details can be found here.

Who’s in the chair? Former WH Smith boss Kate Swann was appointed in 2019 and oversaw the company’s stock market flotation in 2021.

How did the company do in the year to 30 April? Revenues rose 6.5% to £373 million, with the Moonpig Group  Ordinary Shares (LSE:MOON) brand 8.6% higher and Netherlands-based Greetz up 1.5% on a constant currency basis. Adjusted earnings rose by 12% to £87.2 million and by 19.5% to 18p on a per share basis. A final dividend of 2.5p is due to be paid on 19 November, resulting in a 25% increase in the total for the year to 3.75p. Share buybacks worth £60 million were completed in the year.

How have shares performed? Up 41.5% to 289p (year to date as at Thursday’s close of 289p).

How much is the new boss paid? Catherine Faiers was appointed in March on a salary of £570,000, This is below the level of her predecessor Nickyl Raithatha, although it is expected that higher salary increases will be awarded subject to performance over the next few years in order to align with peers. She is eligible for an annual bonus with a maximum opportunity of 150% of salary and the grant of long-term incentives worth 250% of salary. Faiers received buy-out awards to compensate for bonus and share awards she forfeited on leaving her previous employment at Auto Trader. This includes an annual bonus of £237,801, which is based on the 39.7% pay out made to other executive directors of Auto Trader.

What about the former boss? Raithatha’s 2026 bonus opportunity and outstanding long-term incentive awards lapsed after he gave notice of his intention to leave the company. Clawback provisions continue to apply for two years and Raithatha is also required to retain shares equivalent to 300% of base annual salary for a period of two years from the end of 2025.

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How was variable pay determined? The annual bonus scheme paid 73% of the maximum, equating to £450,602 of cash and deferred shares for chief financial officer Andy MacKinnon. Adjusted earnings of £87.2 million generated the maximum outturn and accounted for half the bonus scorecard while revenue of £373 million was between threshold and target. The value of his long-term incentives amounted to £1.9 million after an award granted in July 2023 and a top-up in September 2023 both vested at 100%. This was due to relative total shareholder return and adjusted earnings per share performances above maximum.  A one-off award granted in September 2023 using higher targets for the same metrics vested at 51.38%.

What’s in the new remuneration policy? There are no changes to the practical operation of the policy but the remuneration committee wants to build flexibility in order to take into account evolving market practice. This involves reducing bonus deferral levels if an executive exceeds their ownership guideline and an option to limit long-term incentive plan holding periods to two years post-cessation. The policy was approved at the 2023 AGM with 82.15% of votes in favour.

How did last year’s AGM go? The annual remuneration report was approved with 99.75% support.

What about board diversity? Women represent 57% of the board, including the positions of chair and CEO. One director is from an ethnic minority background.