AGM alert: Shell, Legal & General, Standard Life

The boss of Shell (LSE:SHEL) is set for a big hike in his remuneration as more FTSE 100 companies use the current AGM season to propose significant uplifts in incentive opportunities.

Shell CEO Wael Sawan’s maximum potential remuneration is poised to hit £20.3 million, which rises to £27.5 million through 50% share price appreciation on long-term incentives. 

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The scenario is contained within Shell’s new remuneration policy, which plans to lift the long-term incentive opportunity for an on-target performance from 300% to 450% of salary and to 900% of salary for the “highest quality of performance”.

Sawan got total remuneration of £13.8 million in 2025, the highest sum for the role since 2018 and driven by the first vesting of long-term incentives since his appointment in January 2023. 

Deloitte said this week that 29% of the 55 companies that have published 2025 annual reports since mid-September were looking to significantly increase incentive levels for directors. They include Rolls-Royce Holdings (LSE:RR.), Legal & General Group (LSE:LGEN) and Aviva (LSE:AV.).

The financial services firm reported a median increase of 200% of salary to maximum incentive levels, with delivery usually based on performance over a three-year time frame.

Deloitte said the median FTSE 100 CEO package increased by 18% – from £5.01 million in 2024 to £5.89 million in 2025.

Mitul Shah, partner in Deloitte’s Executive Remuneration and Reward practice, said substantial changes to variable pay opportunities were in order to retain and attract the best people in an increasingly competitive global market. 

He added: “In some cases, increases have been accompanied by an increase in the stretch of performance targets and/or an increase in weighting on financial metrics.

“It is likely that the largest global companies will continue to keep their executive remuneration packages under review to ensure they remain competitive.”

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Shah said the last two AGM seasons had shown that investors were more willing to hear companies make their case and to support their proposals based on individual company circumstances, particularly where the increases are linked to stretching targets.

Shell

When: 11am, Tuesday 19 May.

Where: Online and at the Sofitel London Heathrow Hotel Terminal 5, London TW6 2GD.

How to participate: As a hybrid meeting, shareholders can virtually attend via the Lumi electronic meeting platform. Voting instructions sent in advance must reach the company’s registrar no later than 11am, Friday 15 May. More AGM details can be found here.

Who’s in the chair? Former BHP chief executive Andrew Mackenzie was appointed in May 2021.

How did the company do in 2025? Adjusted earnings of $18.5 billion (313.7 billion) fell 22% on a year earlier as higher volumes, lower operating expenses and favourable tax movements partly offset the impact of lower oil and gas prices. Shell generated free cash flow of $26.1 billion (£19.3 billion), aided by capital management and portfolio simplification. It returned $8.5 billion (£6.3 billion) through dividends and $13.9 billion (£10.3 billion)  via share buybacks in 2025, with the total equivalent to 52% of cash flow from operating activities. A quarterly dividend of 37.2 US cents (27.87p) a share was paid on 30 March, an increase of 4% on the previous quarter.

How have shares performed? Up 11% at 2,740p (3,300p on Thursday).

How much is the boss paid? Wael Sawan’s total remuneration of £13.8 million was the highest sum for the role since 2018 and an increase from the previous year’s £8.6 million. The rise was driven by the vesting of the first grant of long-term incentives since his appointment as chief executive in January 2023. The annual bonus scheme paid cash and deferred shares worth £2.7 million, based on 71% of the maximum opportunity. This compared with £2.9 million and an outcome of 81% in 2024. The 75% vesting of long-term incentives contributed £9.1 million, including £1.7 million through share price appreciation and £1.1 million from accrued dividends. Sawan’s base salary increased in January by 4% to £1.6 million.

How was variable pay determined? Cash flow from operations of $42.9 billion (£31.7 billion) meant the near maximum result for the 35% of the annual bonus determined by financial delivery. The 35% weighting in relation to operational excellence delivered above target performance. Safety considerations meant the scorecard outcome was adjusted from 1.48 to 1.42 out of two, equal to around 8% of salary. Total shareholder return of $67.9 billion (£50.2 billion) over the 2023-26 performance period and cash generation accounted for the bulk of the long-term incentive vesting outcome.

How is the remuneration policy changing? The CEO's target opportunity under the long-term incentive plan increases from 300% to 450% of salary. Shell said the new maximum opportunity of 900% of salary will be delivered only for the highest quality of performance, exceeding internal targets and exceptional outperformance relative to peers. The proposals are the first increase in the maximum since Shell's first shareholder-approved remuneration policy in 2013. The maximum annual bonus opportunity remains at 250%, or 125% for an on-target result.

What’s the CEO’s new pay opportunity? Sawan has the potential to receive a maximum of £20.3 million, rising to £27.5 million through 50% share price appreciation on long-term incentives. The on-target figure is £11.7 million. Shell said the proposals moved the CEO's total pay to just below the median of its pay benchmarking group. 

Who is in Shell’s pay benchmarking peer group? The current selection of European companies and global energy majors has been updated and will now comprise major global companies in systemically important sectors going through multi-product, multi-decadal transition. They are BP, Chevron, ExxonMobil and TotalEnergies from the energy sector, plus BMW, Mercedes-Benz, Volkswagen, Stellantis, AstraZeneca, Novartis, Pfizer, Roche, Cisco Systems, IBM, Intel, Boeing, GE Aerospace and Siemens. The remuneration committee said there were strong commonalities in the leadership demands facing Shell and the sectors of transport, pharmaceuticals, technology and industrials, whether in long-term capital allocation, pace of innovation or driving transformative change at scale. Shell adds that the UK accounted for 11% of revenue and 7% of its workforce in 2025, compared with 27% and 20% in North America. 

How did last year’s AGM go? The annual remuneration report was approved with 97.44% of votes in favour. An external resolution on Shell’s LNG disclosures, including how they relate to its target to reach net zero emissions by 2050, received 20.56% support. The remuneration policy was last approved in 2023 with 94.60% backing.

How’s the company doing on diversity? The gender split of the board is 50% female, including the role of chief financial officer. Three directors are from a minority ethnic background.

Is there a climate-related vote at this year’s AGM? Resolution 23 requests Shell disclose a strategy for creating shareholder value under scenarios of declining oil and gas demand. The resolution was filed by Follow This and 21 institutional investors, managing over 1.2 trillion euros in assets and holding approximately 0.42% in Shell. 

Legal & General

When: 11am, Thursday 21 May

Where: BMA House, Tavistock Square, Bloomsbury, London WC1H 9JZ.

How to participate: Additional facilities will be available for shareholders to join and vote electronically. Proxy voting instructions should be returned no later than 11am, Tuesday 19 May. More AGM details can be found here.

Who’s in the chair? John Kingman is hosting his final L&G AGM, having completed his nine-year tenure. Former Centrica chair Scott Wheway joined the board in January as chair designate.

How did the company do in 2025? Earnings per share rose 9% to 20.93p, reflecting a 3% rise in adjusted operating profit to £1.76 million as well as the impact of the company’s buyback programme on the share count. A dividend of 15.67p is due to be paid on 4 June, increasing the total for the year by 2% to 21.79p. L&G completed a £500 million buyback in 2025, part of an ambition to return over £5 billion to shareholders over 2025-2027.

How have shares performed? Up 14% at 261.9p (253.9p on Thursday).Strong capital returns supported 24% growth in total shareholder return, although share price appreciation was more muted as investors focused on perceived headwinds in the pension risk transfer market and looked for further evidence of execution against the company’s asset management turnaround strategy. Over a ten-year period, the stock has delivered a 107% return, which is below the FTSE 100 but significantly ahead of the FTSE 350 Life Index at 70% over the same period.

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How much is the boss paid? António Simões, who was appointed in January 2024, received total remuneration of £3.1 million in relation to 2025. The annual bonus scheme contributed £1.4 million in cash and deferred shares, which was based on 59.3% of the maximum opportunity. His base salary for this year is unchanged at £1.2 million.

How was variable pay determined? Adjusted operating profit and core earnings per share resulted in bonus scorecard outcomes between target and maximum, offset by the impact on growth metrics of lower-than-expected market volumes of pension risk transfer business. The long-term incentive plan, which did not apply to Simões, lapsed in full as earnings per share and total shareholder return (TSR) metrics were below threshold over a three-year period. 

What’s the remuneration committee say about the outcome? Despite long-term incentives lapsing in full, it said that progress against L&G’s strategy is on track and that the company is delivering strong outcomes for shareholders. “In particular, the share price has recovered from a low point shortly before the CEO’s appointment and TSR performance over the full three-year period was only slightly below median, with absolute TSR at 30%.”

What’s in the new remuneration policy? The maximum long-term incentive opportunity increases from 300% to 400% of base pay, although the CEO’s grant for 2026 will be 350%. The on-target remuneration opportunity is £5 million, rising to a maximum level of £8.3 million and then £10.4 million when factoring in 50% share price appreciation. The company said the CEO’s opportunity had fallen below the median of FTSE 100 financial services firms and specific peers of similar or smaller size and complexity. It adds that the current CEO accepted a significant reduction in total remuneration upon appointment to his current role in January 2024.

How did last year’s AGM go? The annual remuneration report was approved with 93.68% of votes in favour, while the remuneration policy was last approved at the 2023 AGM with 95.46% support.

How’s the company doing on diversity? Board composition at the end of 2025 was 42% female, including one of the senior roles. Ethnic minority representation was 25%.

Standard Life

When: 11am, Thursday 14 May.

Where: Floor 9, 20 Old Bailey, London, EC4M 7AN.

How to participate: This is an in-person meeting, with the deadline for proxy voting instructions being 11am, Tuesday 12 May. More AGM details can be found here.

Who’s in the chair? Nicholas Lyons, who has wide-ranging experience across the financial services industry, returned to his role as chair in December 2023.

How did the company do in 2025?Standard Life (LSE:SDLF), which changed its name from Phoenix Group earlier this year, improved its key measure of operating cash generation by 5% to £1.47 billion.  Adjusted operating profit rose 15% to £945 million. About £1 billion of free cash flow in 2025 covered dividend payments of £548 million and provided financial flexibility. A final dividend of 28.05p a share is due on 20 May, lifting the total for the year by 2.6% to 55.40p. 

How have shares performed? Up 44% at 737p (779.8p on Thursday). Since the launch of its strategy in 2024, the company has delivered total shareholder returns of 67%. This compares with 36.5% for the FTSE 350 index and 38% for the FTSE 100.

How much is the boss paid? Andy Briggs, who was appointed in February 2020, received remuneration of £4.9 million in relation to 2025 - up from £3.6 million the previous year. The total included cash and deferred shares worth £1.46 million after the annual bonus scheme paid 84.8% of the maximum opportunity. The 68.4% vesting of long-term incentives contributed £2.4 million, with £290,825 of this award related to share price appreciation and another £564,241 from dividend accrual. His base salary for this year has increased 2.35% to £886,863.

How was variable pay determined? Metrics for total cash generation, operating profit, solvency and cost savings delivered the maximum outcome under the 70% of the annual bonus scorecard determined by financial performance. The long-term bonus outcome reflected 70% of maximum for financial performance and 62% of maximum for non-financial performance.

How is the remuneration policy changing? The maximum long-term incentive opportunity  for the CEO increases to 425% of salary from 275% of salary. There is no change to the maximum annual bonus level at 200% of salary. The company said the new policy moves the CEO pay package from below the lower quartile to between median and upper quartile of its sector peer group. The remuneration committee said the proposals were designed to ensure that any increase in total remuneration depends on the achievement of stretching long-term performance metrics, with increased shareholding requirements further enhancing long-term alignment with investors. It added: “While a phased approach was considered, the committee believes it is critical to ensure that market competitive arrangements are in place as we transition to the next phase of our ambitious growth strategy.”

How did last year’s AGM go? The annual remuneration report was approved with 95.92% of votes in favour.

How’s the company doing on diversity? Standard Life ranked fourth for female leadership in the FTSE 100 in the 2025 FTSE Women Leaders Review. Seven female directors represent 58% of group board composition, including one senior role. There are two minority ethnic directors.