AGM alert: BT, National Grid, Burberry

The big upside for BT Group (LSE:BT.A) shares during Allison Kirkby’s first year in charge and the £6.1 million pay deal of National Grid (LSE:NG.) boss John Pettigrew, will be in the AGM spotlight next month.

Burberry Group (LSE:BRBY) shareholders are also being asked to review a £1.2 million bonus for new boss Joshua Schulman after a year when the value of their investments fell by a third.

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BT’s annual meeting is typically among the best attended of the AGM season, although shareholders have been encouraged to do so remotely.

The business has one of the largest ownership bases of any FTSE 100 company, with its 584,000 individual shareholders the legacy of the Buzby-branded privatisation in 1984.

They have endured a tough few years but fortunes have picked up in recent months as the telecoms group makes faster-than-expected progress on its full-fibre roll out.

It is currently the largest investor in UK infrastructure of any company listed on the FTSE 100.

Kirkby said in the annual report: “I’m pleased with the scale of progress we’ve made this past year, and I’m excited about what’s to come. But there’s much more to do, and I remain impatient to push on harder and faster.”

Her total pay package for the year amounted to £2.5 million, including an annual bonus of £1.2 million. At this year’s AGM, the company has proposed a new remuneration policy a year early in order to ensure closer alignment with her strategic priorities.

National Grid is also updating its pay policy, including an increase in the maximum annual bonus opportunity from 125% to 200% of salary in the first change since 2014. The long-term incentive opportunity goes from 350% to 400% of salary,

Pettigrew, who is stepping down later this year, has received £49.2 million in total remuneration since 2016/17. His successor is Shell executive Zoë Yujnovich, who has been recruited on a starting salary of £1.3 million.

BT Group

When: 2pm, Thursday 10 July.

Where: Online and at One Braham, 1 Braham Street, London E1 8EE.

How to participate: The company is hosting a combined online and physical meeting as part of efforts to include shareholders “wherever they’re located and whatever their ability”.  It has pledged to make the online experience “engaging, accessible and inclusive” and encourages  shareholders to join the meeting that way. Voting instructions should be returned no later than 2pm, Tuesday 8 July. More AGM details can be found here.

Who’s in the chair? Former ITV and Royal Mail boss Adam Crozier, who was appointed in December 2021.

How did the company do in the year to 31 March? Revenues of £20.4 billion fell 2% as challenging conditions in Global and weaker handset trading in Consumer offset price increases and fibre-to-the-premises growth in Openreach. Adjusted earnings of £8.2 billion rose 1%, driven by cost transformation, and reported profit by 12% to £1.3 billion as a result of goodwill impairment a year earlier. Record fibre build of 4.3 million premises took the footprint to more than 18 million. BT is currently the largest investor in UK infrastructure of any company listed on the FTSE 100, having spent £24.3 billion in the last five years. A final dividend of 5.76p a share is due to be paid on 10 September, lifting the total for the year by 2% to 8.16p a share.

How have shares performed? Up 52% to 165.8p (191.1p on Thursday).

How much is the boss paid? Allison Kirkby’s total remuneration for 2024/25 amounted to £2.5 million, which includes cash and deferred shares worth £1.2 million after the annual bonus scheme paid 54.8% of the maximum. There was no vesting of long-term incentives as she was not a participant of the scheme in 2022. Her base salary for the current year remains at £1.1 million after Kirkby agreed she would not be eligible for an increase in 2025/26. As in prior years, BT said it wanted to focus the available budget on delivering a “meaningful salary” increase to its lower-paid, frontline staff. The full vesting of restricted share plan awards under the long-term incentive scheme lifted finance director Simon Lowth’s total to £3.4 million.

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How was variable pay determined? Adjusted earnings and normalised free cash flow, which accounted for the 70% of the annual bonus, scored 53% and 60% of the maximum opportunity respectively. The latter figure was revised down after the remuneration committee exercised its discretion for a better reflection of in-year underlying cash performance.

Why is the remuneration policy being revised a year early? The policy was approved at the 2023 AGM with over 98% support and was not due for renewal until 2026. However, the remuneration committee conducted a review in order to ensure it supports the company’s  strategic priorities and the new chief executive’s “vision for a renewed BT Group as a more focused, simpler and customer-centric business”.

What’s changing in the new policy? Financial metrics will continue to account for 70% of the bonus but with the introduction of group service revenue alongside adjusted earnings and normalised free cash flow. Mandatory bonus deferral will be removed as long as share ownership requirements have been met. The review concluded it is not yet the right time to revert to a performance-based plan for long-term incentives. Awards have used a restricted share plan (RSP) since 2020, when BT was faced with a “once-in-a-generation” investment into building the full-fibre network and simplifying its digital estate. From this year BT plans to change the normal vesting schedule for RSP awards from phased vesting over three, four and five years, to vesting after three years only.  The awards will be subject to similar underpins.

The maximum payout under the annual bonus of 200% of salary and full vesting of the RSP at 200% of salary would take Kirkby’s maximum remuneration opportunity to £5.68 million, rising to £6.8 million in the event of a 50% share price increase.

How did last year’s AGM go? The annual remuneration report was approved with 98.11% of votes in favour.

How’s the company doing on diversity? Five of the board’s 12 directors are female, with two in senior roles. Four directors are from an ethnic minority background.

National Grid

When: 11am, Wednesday 9 July

Where: The Ramphal Building, The University of Warwick, Library Road, Coventry, CV4 7AL

How to participate: The Lumi electronic meeting platform will enable shareholders to attend remotely, watch and hear the proceedings, ask questions and vote, all in real time. Proxy voting instructions should be returned by 11am, Monday 7 July. More AGM details can be found here.

Who’s in the chair? Paula Rosput Reynolds, who has over 20 years’ experience as a board director in the UK and US, has held the role since May 2021.

How did the company do in the year to 31 March? Underlying profit from continuing operations increased 12% at constant currency to £5.4 billion, driven by strong performance across its regulated businesses in the UK and US. Underlying earnings per share of 73.3p rose 2% and was slightly ahead of guidance as the underlying operating profit improvement more than offset the increased number of shares following last year’s rights issue. Capital investment for continuing operations increased by £1.6 billion at constant currency to a record £9.85 billion, an increase of 20% on the prior year.  A final dividend of 30.88p is due to be paid on 17 July, taking the rebased total for the year to 46.72p a share.

What happened in the rights issue? In June 2024, the company raised £6.8 billion in order to support its future capital investment plans. This was done through the issue of 1.08 billion new shares at 645p each on the basis of seven new shares for every 24 held. The issue price was a discount of 33% to the closing ex-dividend share price on the date the move was announced.

How have shares performed? Down 6% to 1,009.5p (1,046p on Thursday).

How much is the boss paid? John Pettigrew’s single figure of remuneration for 2024/25 amounted to £6.1 million, in line with the previous year. The total included an annual bonus of cash and deferred shares worth £1.35 million, which at 91.9% of the maximum was the highest proportion since he became chief executive in 2016/17. Pettigrew also got £3.4 million from the 76.3% vesting of long-term incentives. His base salary for the current year, which will be his last in charge, has increased 5% to £1.25 million. Pettigrew has received £49.2 million in total remuneration since 2016/17, a period during which the annual bonus scheme has paid out every year at between 71% of the maximum  and this year’s 91.9% and the vesting of long-term incentives at between 68% and the 100% of 2022/23.

How was variable pay determined? A near maximum result was achieved for financial performance, which accounted for 70% of the annual bonus. This was based on the metrics of underlying earnings per share and return on equity. The same metrics over a three-year timeframe were used for long-term incentives, alongside energy transformation measures.

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What’s in the new remuneration policy? The remuneration committee has proposed an increase in the maximum annual bonus opportunity from 125% to 200% of salary for both executive directors, representing the first change since 2014. The maximum long-term incentive opportunity for the chief executive moves from 350% to 400% of salary, although this will not apply in the first year of the new policy. The maximum receivable assuming 50% share price growth in long-term incentive awards over a three-year performance period is £8.25 million.

Why the changes? Having been a constituent of the FTSE 30 for over 20 years, the company’s remuneration positioning has moved from its current pay comparator group of the FTSE 11-40 to FTSE 1-30. It is also mindful of the US talent market given that 46% of its asset base is in the United States and more than half of revenues are generated in the country.

How much will the new CEO receive? Zoë Yujnovich, a global executive at Shell, joins the board on 1 September and will assume the chief executive role on 17 November. She will receive a salary of £1.3 million, with the other elements of her remuneration in line with policy.

How did last year’s AGM go? The annual remuneration report was approved with 97% of votes in favour.  The policy was last approved at the 2022 AGM with 93% support.

How’s the company doing on diversity? The arrival of Yujnovich and departure of Pettigrew later this year will improve the gender diversity of the 11-strong board, which in 2024/25 was 36.4% female with one senior role. Two directors are from an ethnic minority background. 

Burberry

When: 10.30am, Wednesday 16 July.

Where: Horseferry House, Horseferry Road, London, SW1P 2AW.

How to participate: The deadline for questions submitted in advance is 5.30pm, Thursday 10 July while proxy votes must be received by 10.30am, Monday 14 July. More AGM details can be found here.

Who’s in the chair? Former Kingfisher chief executive Gerry Murphy has held the role since July 2018. He also leads the board of Tesco.

How did the company do in the year to 29 March? Revenue of £2.5 billion fell by 15% at constant exchange rates, leading to a decline of 88% in adjusted operating profit to £26 million. The luxury goods group recorded a loss per share of 14.8p, while it did not declare a dividend alongside full-year results. Murphy said: “The creative transition launched in 2023 struggled to gain traction with our customers against a backdrop of macroeconomic uncertainty and in a luxury market which proved more challenging than anticipated.” Under a new chief executive he believes the group is on the “path to sustainable, profitable growth”.

How have shares performed? Down 33% to 805.4p (1,006.5p on Thursday).

How much is the new boss paid? Joshua Schulman joined as chief executive in July on a starting salary of £1.2 million, which compares with predecessor Jonathan Akeroyd’s £1.14 million. However, the overall level of fixed pay is broadly unchanged as Schulman does not have the same cash benefits allowance the former CEO received. Schulman was also granted a recruitment award with a maximum face value of 300% of salary, or £3.6 million. This is tied to performance targets measured over three years and which align his interests with those of shareholders by incentivising him to deliver growth in the share price. The maximum target requires Burberry’s share price to more than double from the base price and it is anticipated that this would result in Burberry re-entering the FTSE 100. The committee said: “If this level of performance is attained, or exceeded, by the time the recruitment award vests, this would be evidence of the positive direction of the Burberry Forward strategy under Josh’s leadership.”

Why did Schulman get a bonus for 2024/25? Histotal remuneration for the year amounted to £2.56 million, which included an annual bonus of £1.2 million in cash and deferred shares. This award represented 50% of the maximum opportunity after the remuneration committee took the decision that in the case of the 2024/25 financial year it would focus the scheme on operational and strategic measures. The committee said: “As well as delivering against the strategic objectives, Joshua has moved at pace to execute the turnaround and advance our strategy to reignite brand desire, improve performance and drive long-term value creation.”

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What about this year’s remuneration? No salary increases have been awarded to executive directors for 2025/26. Directors will be eligible for a maximum bonus of 200% of salary, which will be based 75% on group adjusted operating profit performance and 25% on strategic measures aligned to the Burberry Forward strategy. The committee intends to grant long-term incentive awards for 2025 worth 162.5% of salary.

How did last year’s AGM go? The annual remuneration report was approved with 86.88% of votes in favour. Over 20% of votes opposed the reappointment of Antoine de Saint-Affrique as a non-executive director. Having discussed concerns with shareholders, the board said it was fully satisfied that the Danone chief executive devoted “exemplary time, effort and commitment”. As announced in December, he has decided not to stand for re-election at this year’s AGM.

How’s the company doing on diversity?  Burberry was again recognised as a top performer in the 2025 report of the FTSE Women Leaders Review. The board’s gender split is 50%, including the leadership roles of CFO and senior independent director. There is at least one board member from an ethnic minority background.