AGM alert: Tesco, IAG, Whitbread

Ken Murphy’s £40 million from five years running Tesco is set for AGM scrutiny after the supermarket announced his pay package hit a record £10.8 million in 2025/26.

The latest figure included an annual bonus of £3.4 million after Murphy delivered the grocer’s highest market share in a decade and maintained profitability in the face of “exceptional” operating cost increases such as National Insurance.

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Strong trading and Tesco’s share price performance meant long-term incentives granted in 2023 contributed £5.7 million to the overall figure. The supermarket pointed out that more than two-thirds of the CEO’s remuneration is delivered in shares.

Murphy has now received £40 million in the five financial years since his appointment in October 2020, including a total of £20 million in the two previous years.

Tesco

When: 11am, Thursday 18 June.

Where: The Lumi platform and at the Heart building, Shire Park, Welwyn Garden City, AL7 1TW.

How to participate: This will be Tesco’s first digitally enabled annual meeting. As an online participant, shareholders can vote and ask questions as they usually would in person. The majority of board members will take part in the AGM virtually from different locations and will not be available to meet shareholders in person. The deadline for proxy voting instructions is 11am, Tuesday 16 June. More AGM details can be found here.

Who’s in the chair? Former Kingfisher, Carlton Communications and Exel chief executive Gerry Murphy was appointed in September 2023.

How did the company do in the year to 28 February? The supermarket achieved its highest UK market share for over a decade as group sales rose 4.3% to £66.6 billion and adjusted operating profit lifted 0.6% to £3.15 billion. Earnings per share (EPS) rose 6% to 29p and operating cash flow improved by 11.2% to £5.2 billion. A 9.7p a share dividend is due to be paid on 26 June, increasing the total for the year by 5.8% to 14.5p a share.

How have shares performed? Up 26% at 480.6p (464.7p on Thursday) for a total shareholder return of 33.1%.

How much is the boss paid? Ken Murphy’s total remuneration rose to £10.8 million, up from £9.8 million the year before. He has received a total of £40 million in the five financial years since his appointment in October 2020, boosted by the grocer’s strong performance as well as the vesting of his first long-term incentive awards. The latest figure included cash and deferred shares worth £3.4 million after the annual bonus scheme paid 91.7% of the maximum opportunity. The 74.4% vesting of long-term incentives granted in 2023 contributed £5.66 million, including £2.76 million through share price appreciation and dividend accrual.

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What about this year’s pay levels? Murphy’s base salary for 2026/27 has been increased by 3% to £1.54 million, while his maximum opportunities under the annual bonus and long-term incentive scheme are unchanged at 250% and 275% of base salary respectively. Finance chief Imran Nawaz has received an 8.2% rise in his base salary to £900,000. The remuneration committee said this move took into account increases in FTSE 50 variable pay, as well as high salary levels in the fast-moving consumer goods sector.

How was variable pay determined? The profit target for the annual bonus was set at a slightly lower level than the prior year, reflecting the impact of “exceptional” operating cost increases such as National Insurance and the need to invest in pricing in order to maintain market share. An outcome of £3.2 billion exceeded the £3.1 billion stretch target for this part of the annual bonus scorecard. The remaining 50% of the bonus was determined by group sales and individual objectives. Cumulative free cash flow of £5.77 billion and adjusted earnings per share of 29p accounted for the bulk of the vesting outcome of long-term incentives.

How are incentive metrics changing? A market share measure has been added to the long-term performance share plan (PSP), with a 10% weighing. To accommodate this new measure, the remuneration committee has removed food waste reduction. It said: “While food waste continues to be an important part of our strategy, we feel confident that we will achieve our targeted 50% reduction (versus a 2017 baseline) by the completion of the 2025 performance share plan cycle. This gives us the opportunity to evolve the 2026 PSP scheme to align to future strategic priorities, which will run to 2029.”

What about staff remuneration? A special performance award is due to be handed to staff not in a bonus plan. This is equivalent to 1.25% of pay, or about £347 on average for a full-time staff member. This is in addition to an above-inflation increase in the UK national hourly rate of pay to £13.28, part of a 43% increase over the last five years.

How did last year’s AGM go? The three-year remuneration policy was approved with 96.99% of votes in favour, while the annual remuneration report got 96.97% support.

How’s the company doing on diversity? The gender split of the board is 36% female, including one senior role. Tesco said it is committed to meeting the UK Listing Rule target of 40% female representation over the coming year. Two directors are from an ethnic minority background.

Whitbread

When: 2.30pm, Thursday 18 June.

Where: Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable, LU5 5XE.

How to participate: The company no longer offers a webcast for shareholders who

cannot attend in person. Proxy voting instructions should be returned no later than 2.30pm, Tuesday 16 June while the deadline for questions in advance of the meeting is 5pm, Wednesday 17 June. More AGM details can be found here.

Who’s in the chair? Christine Hodgson, who is also chair of Severn Trent, is hosting her first Whitbread AGM. She has held senior roles across technology and consumer‑facing sectors.

How did the company do in the year to 26 February? The Premier Inn owner, which has 86,000 rooms across 850 hotels in the UK as well as a growing presence in Germany, reported broadly flat revenues at £2.9 billion. Adjusted profits were also in line with last year at £483 million, while earnings per share lifted 7% to 208.5p A final dividend of 60.6p a share is due to be paid on 3 July, resulting in an unchanged total for the year of 97p a share. The company also announced a strategic plan that will result in a material step up in margins and returns by 2031.

How have shares performed? Down 3% at 2,620p (2,367p on Thursday). The value of £100 invested in Whitbread shares on 3 March 2016 is broadly unchanged 10 years later.

How much is the boss paid? Dominic Paul, who was appointed in January 2023, received total remuneration of £3.1 million. This compared with £2.98 million the year before. The annual bonus scheme contributed £1.1 million of cash and deferred shares based on 65.4% of the maximum opportunity, alongside £949,000 from the vesting of Restricted Share Plan (RSP) awards. His base salary rose in May by 3% to £993,000, while the maximum opportunities under the bonus and long-term incentive plans will continue to be 170% and 125% of salary respectively.

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How was variable pay determined? Half of Paul’s incentive for 2025/26 was assessed against group profit, which at £483.1 million contributed 57.3% of the maximum under this metric. The remuneration committee said: “Achieving the profit target amid persistent inflation, rising labour costs and softer UK market demand required the delivery of very strong cost controls and strong underlying growth in the face of these material headwinds.”

The rest of the bonus was driven by efficiency savings and strategic objectives. Profit in Germany was included in the scorecard for the first time but came in slightly below the minimum threshold. The underpins for the vesting of RSP awards were met. These related to the leverage ratio and return on capital employed for the UK business of 9% or higher in the three years to 2025/26.

How did last year’s AGM go? The new three-year remuneration policy was approved with 93.6% of votes in favour, while the annual remuneration report got 95.2% support.

How’s the company doing on diversity? The gender split of the board is 45% female, including one senior position. Two members of the board are from an ethnic minority background.

International Airlines Group

When: 12 noon (CET), Thursday 18 June.

Where: Auditorio Rafael del Pino, Calle de Rafael Calvo 39A, 28010, Madrid.

How to participate: The meeting will be held in a hybrid format, with shareholders able to attend in person or remotely through an online platform. More AGM details can be found here.

Who’s in the chair? Former Bacardi Group chief executive Javier Ferrán has held the role since June 2019. He led the board of Diageo between 2017 and 2025.

How did the company do in 2025?International Consolidated Airlines Group SA, the owner of airlines including British Airways, Iberia, Vueling and Aer Lingus, delivered a record financial performance. Revenue grew by 3.5% to 33.2 billion euros (£28.9 billion), while a 2.4% increase in overall capacity and improvement in margin to 15.1% meant operating profit before exceptional items lifted 13.1% to 5.02 billion euros. Adjusted earnings per share grew by 22.4% to 69.5 euro cents, while an 8.9% increase in total dividend will include the payment of five euro cents a share from 29 June.

How have shares performed? Up 37% at 414.3p (390.7p on Thursday).

How much is the boss paid? Luis Gallego’s total remuneration rose to £6.1 million, up from £5.4 million the year before and the highest sum since his appointment in September 2020. The latest figure included £1.7 million in cash and deferred shares after the annual bonus scheme paid 93.2% of the maximum opportunity. An increase in IAG’s share price over the three-year period meant 2023’s RSP award contributed £3.3 million to the overall total. Gallego’s base salary has increased by 3% to £940,925, while his variable remuneration opportunity for this year will continue to consist of an annual bonus worth up to 200% of base salary and a long-term RSP award worth 150% of salary.

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How was variable pay determined? Annual bonus weightings were based 60% on operating profit before exceptional items, 20% on customer service, 10% on carbon efficiency and 10% on strategic and role-specific objectives.

How did last year’s AGM go? The new remuneration policy was approved with 83.86% of votes in favour. The key change was the CEO’s one-off grant of shares worth 300% of salary in a move designed to incentivise a stretching margin performance above IAG’s medium-term ambition through to the end of 2027. The RSP, which has been in operation since 2021 and helps to provide stability in a volatile and cyclical industry, continues to be granted on an annual basis.  The annual remuneration report received 93.37% support.

How’s the company doing on diversity? More than half of board positions are held by women, including one senior role. One director is from an ethnic minority background. At the end of 2025, 35% of senior leadership roles were held by women and 10% of the UK senior leaders group self-disclosed as ethnically diverse.