AGM alert: Lloyds Bank, Unilever, ITV

A potential £13.9 million pay package for running Lloyds Banking Group (LSE:LLOY) will be put to the vote when one of the UK’s most widely held companies stages its AGM next month.

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The proposals in Lloyds’ new remuneration policy feature a big cut in Charlie Nunn’s fixed pay but with a much larger variable element as his potential reward for continuing the lender’s recent success.

This means the annual bonus opportunity for 2026 increases from 140% to a maximum of 300% of base salary while long-term incentives move from 300% to 500% of salary. The changes increase the variable pay component to over 85% of the total from 67% today.

The company’s projections show that a year of mid-performance will produce a total package worth £7.8 million, rising to £13.9 million under the best scenario and £17.7 million when factoring in a 50% share price uplift on the value of long-term incentives.

The overhaul, which has been made possible by the removal of the industry’s 2:1 bonus cap, comes after Nunn’s single figure of remuneration for 2025 rose 20% to £7.4 million.

The company, which has 2.1 million shareholders, will hold its AGM on 14 May.

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Unilever (LSE:ULVR) is due to host its annual meeting on 13 May, with shareholders asked to approve a new remuneration policy that will increase the maximum opportunity for chief executive Fernando Fernandez to 18.1 million euros (£15.75 million).

Similarly to Lloyds, the consumer goods giant’s proposals place more emphasis on long-term variable pay.

Lloyds Banking Group

When: 11am, Thursday 14 May.

Where: Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE.

How to participate: The company’s articles of association require the AGM to be held in Scotland. The meeting will be available to watch remotely but the live webcast won’t have facilities for shareholders to ask questions or vote online. The company will endeavour to answer AGM questions submitted by 5pm, Thursday 7 May in advance of the proxy voting deadline of 11am, Tuesday 12 May. More AGM details can be found here.

Who’s in the chair? Robin Budenberg has held the role since January 2021. He previously managed the Government’s investments in UK banks following the 2008 financial crisis.

How did the company do in 2025? Statutory profit after tax of £4.76 billion rose 6%, with growth in total income partially offset by higher operating and tax expenses and impairment charge. Return on tangible equity improved to 12.9% from 12.3% the year before, rising to an above-guidance 14.8% when excluding the charge for motor finance redress. A final dividend of 2.43p a share is due to be paid on 19 May, resulting in a 15% increase for the year to 3.65p.

How have shares performed? Up 79.3% to 98.2p (102.9p on Thursday), with 87.9% total shareholder return for the year.

How much is the boss paid? Charlie Nunn’s single figure of remuneration increased to £7.4 million, up 20% from the year before. The total included variable pay of £4.4 million after the annual bonus scheme paid 74% of the maximum opportunity and long-term incentives vested in full. The bonus of £1.42 million was paid in cash and deferred shares while incentives granted in 2023 at a price of 51.9p contributed £3 million, including £1.27 million through share price appreciation. Nunn’s fixed pay was also subject to a big increase during the year after the remuneration committee reversed the discount put in place at the time of his appointment.

How has Lloyds performed under Nunn? Since his appointment in August 2021, £43 billion of shareholder value has been created through a combination of growth in market capitalisation of  £25 billion and distributions of about £18 billion that represented about 131% of the value of the company in August 2021.

How was variable pay determined? Seven financial and non-financial metrics were used in setting the annual bonus outcome, including profit after tax and return on tangible equity (RoTE). The additional provision taken for motor finance redress meant the remuneration  committee imposed a 7.9 percentage point reduction from the initial bonus outcome of 81.9%. Long-term incentives were judged on RoTE, the capital buffer and increase in dividend.

What about bonuses for other staff? The remuneration committee approved a bonus pool of £405 million, representing a year-on-year increase of 10%.

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How is pay changing this year? The use of fixed share awards has been removed from the remuneration policy, which was last approved in 2023 with 97% support. The change, which follows the scrapping of industry bonus cap rules, brings Nunn’s fixed pay as a percentage of his total maximum compensation down from 33% to 12%. The annual bonus opportunity is set to move from 140% to a maximum of 300% of base salary and the long-term incentive opportunity from 300% to 500%. His maximum remuneration opportunity increases from £9.1 million to £13.9 million, which compares with the UK banking peer group median of £14.2 million and £11 million for the FTSE 30. Nunn’s base salary increased this month by 3% to £1.42 million.

How did last year’s AGM go? The annual remuneration report was approved with 94.23% of votes in favour.

How’s the company doing on diversity? Half of the board are women, including one of the senior positions. Two members of the board are from a minority ethnic background.

Unilever

When: 11.30am, Wednesday 13 May.

Where: Hilton London Bankside, 2-8 Great Suffolk Street, London SE1 0UG.

How to participate: Shareholders following the AGM remotely will be unable to submit questions during the meeting. Questions should be sent to shareholder.services@unilever.com before 1pm, Friday 24 April. The deadline for proxy voting instructions is 11.30am, Monday 11 May. More AGM details can be found here.

Who’s in the chair? Ian Meakins, the former Wolseley and Travelex chief executive, has held the role since December 2023. He is also chair of Compass.

How did the company do in 2025? Unilever said underlying sales growth of 3.5%, including volume growth of 1.6%, was a solid performance given slower market conditions. Turnover of 50.5 billion euros (£43.9 billion) fell 3.8% amid significant currency headwinds as underlying operating profit fell 1.1% to 10.1 billion euros and earnings per share rose by 0.7% to 3.08 euros. The company delivered free cash flow of 5.9 billion, representing 100% cash conversion. A fourth quarter dividend of 46.64 euro cents (40.52p) was paid on 10 April, representing a 3% rise on the previous quarter.

Any other developments? The demerger of The Magnum Ice Cream Company (TMICC) completed in December, when shareholders received one TMICC share for every five held in Unilever. A share consolidation maintained share price, earnings and dividends per share comparability before and after the demerger. Unilever announced a deal last month to combine its Knorr and Hellmann’s foods division with the operations of US-based spices business McCormick. The separation positions Unilever as a pureplay health and personal care company, with 39 billion euros of revenues based on its 2025 performance.

How have shares performed? Flat at 4,859.5p (4,212p on Thursday). Unilever said total shareholder return (TSR) rose 26.8% over a two-year timeframe, compared with a peer average fall of 8%. However, in the five years leading up to the end of 2023, its returns significantly underperformed. The board has stated an ambition of being in the top third of its peer group, as measured by TSR.

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How much is the boss paid? Fernando Fernandez, who was promoted from the role of chief financial officer in March 2025, received total remuneration of 5.6 million euros. This included cash and deferred shares worth 1.75 million euros after the annual bonus scheme paid 47% of the maximum opportunity. The 68% vesting of long-term incentives contributed 1.8 million euros.

How was variable pay determined? Cash performance was ahead of target but the annual bonus outcomes for underlying sales growth and underlying operating profit came in below. Underlying return on invested capital delivered the maximum result under the long-term incentive plan, with competitiveness, free cash flow and sustainability the other performance measures used.

What’s happening with the CEO’s salary? A rebalancing under the new remuneration policy is set to place more emphasis on long-term variable pay, meaning the CEO’s base salary has been reduced to 1.62 million euros. The introduction of a pension allowance worth 11% of base salary or 178,378 euros brings the overall total in line with the fixed pay of 1.8 million euros announced at his appointment in March 2025. However, incentives will be calculated on the base salary element only.

How else is the remuneration policy changing? The maximum bonus opportunity increases to 300% of salary, with 150% for an on-target performance. The long-term incentive opportunity moves from 200% of fixed pay to 350% of base salary, with the maximum increasing from 400% of fixed pay to 700% of base salary. The CEO’s maximum opportunity under the new policy is 18.1 million, rising to 23.8 million euros in the event of 50% share price growth. The proportion of variable remuneration increases from  78% to 82% of total target remuneration, with the focus on long-term performance up from 44% to 57% of total target remuneration.

Why the changes? Unilever’s remuneration committee said total pay levels for its executive directors have materially lagged market levels for a number of years. It believes they should be paid at least at the median of its global peer group, given the size and complexity of its business and the highly competitive market. Unilever is the fifth largest company by revenue out of 21 global peers. It said current limits on incentive structures at Unilever were a competitive disadvantage as it works to attract strong succession candidates for top jobs, particularly in the US. The remuneration policy was last approved in 2024 with 97.69% support.

How much is the chair paid? The remuneration committee has increased his fee by 10% to £800,000 a year. It said this was competitive versus the FTSE 30, adding that Unilever’s size is considerably above the upper quartile of this group.

How did last year’s AGM go? The annual remuneration report was approved with 72.29% of votes in favour. Some shareholders were unhappy at the disapplication of time pro-ration on three outstanding long-term incentive awards for the former CEO Alan Jope and the former finance chief Graeme Pitkethly. There were also concerns over the approach taken to setting fixed pay for the new chief executive, with some shareholders preferring to see phased progression over time as opposed to a more significant salary uplift from the outset.

How’s the company doing on diversity? The gender split of the board at the end of 2025 was 40% female, including one senior role. Two directors were from a minority ethnic background. 

ITV

When: 11am, Thursday 7 May.

Where: Maynard Suite at The King’s Fund, No.11 Cavendish Square, London W1G 0AN.

How to participate: Proxy voting instructions should be returned no later than 11am, Tuesday 5 May. More ITV (LSE:ITV) AGM details can be found here. 

Who’s in the chair? Former InterContinental Hotels chief executive Andrew Cosslett was appointed in June 2022.

How did the company do in 2025? Total revenues were unchanged at £4.12 billion as a 5% decline in total advertising revenue to £1.7 billion was offset by a 5% rise for ITV Studios to £2.1 billion. Adjusted earnings fell 1% to £534 million as ITV Studios delivered a performance close to last year’s record level. Pre-tax profit fell 5% to £448 million and adjusted earnings per share dropped 11% to 8.5p. A final dividend of 3.3p a share is due to be paid on 21 May, resulting in an unchanged total for the year of 5p a share.

How have shares performed? Up 12% to 82.3p (79.95p on Thursday).

How much is the boss paid? Carolyn McCall’s total remuneration for 2025 amounted to £4.2 million, which is unchanged on 2024’s level. This includes cash and deferred shares worth £1.48 million after the annual bonus scheme paid 77% of the maximum opportunity. This is lower than last year’s outcome of 93.3%, which resulted in £1.75 million. The vesting of Restricted Shares granted in 2023 contributed £1.56 million to the overall figure, with these shares due for release in 2028 after a two-year holding period. A 2% pay rise was awarded in January, taking McCall’s base salary to £1.09 million.

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How was variable pay determined? The annual bonus was 50% based on adjusted earnings, with an outcome of 60.95% of the maximum. ITV delivered an unchanged figure of £534 million which came in ahead of expectations at the start of the year. The company’s remuneration committee said its financial targets were designed to be stretching yet realistic given the uncertain advertising market. Cash conversion and cost savings, individual strategic targets and ESG priorities accounted for the rest of the bonus scorecard.

How did last year’s AGM go? The annual remuneration report was approved with 95.67% of votes in favour.

How’s the company doing on diversity? Board composition is 54.55% female, including one senior role. One director is from an ethnic minority background.