AGM alert: Vodafone, Halma, FirstGroup

An 8% pay rise for the boss of Halma (LSE:HLMA) and the £4.5 million remuneration of Vodafone Group (LSE:VOD) boss Margherita Della Valle will be in the AGM spotlight later this month.

The annual meeting of the mobile phone giant takes place three days before shareholders are due to receive a much-reduced full-year dividend of 2.25 euro cents a share.

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Halma boss Marc Ronchetti got a total of £5 million in relation to 2024/25, up from £3.75 million after another strong year for the group of life saving technology companies.

His base salary has been increased to £1 million, which the remuneration committee said reflected his “outstanding leadership” and aligned broadly with the median of the FTSE 100.

Vodafone

When: 10am, Tuesday, 29 July.

Where: The Pavilion, Vodafone House, Newbury, Berkshire, RG14 2FN. 

How to participate: A live webcast will be available, with shareholders also able to submit questions as long as these are received by 6.30 pm on Friday, 25 July.  The deadline for proxy voting instructions is 10am, Friday 25 July. More AGM details can be found here. 

Who’s in the chair? Jean-François van Boxmeer, who spent 15 years as chief executive of Heineken, was appointed in November 2020.

How did the company do in the year to 31 March? Disposals in Italy and Spain and the merger with Three UK completed the group’s portfolio transformation. Total revenue grew 2% to 37.4 billion euros (£32 billion), with organic service revenue up by 5.1% this year. Adjusted earnings increased by 2.5% as solid growth across the majority of its footprint was offset by a decline in Germany. The group swung to an operating loss of 411 million euros (£351.9 million) due to non-cash impairment charges. Adjusted free cash flow was 2.5 billion euros (£2.14 billion). The total dividend was rebased in line with expectations to 4.5 cents a share, half the previous year’s level and including a final dividend of 2.25 cents on 1 August.

How have shares performed? Up 4% to 72.9p (79.24p on Thursday).

How much is the boss paid? Margherita Della Valle’s total remuneration for 2024/25 amounted to £4.56 million, compared with £4.4 million the previous year. The figure included an annual bonus of cash and deferred shares worth £1.46 million, which was based on 58.6% of the maximum opportunity. The 42.5% vesting of long-term incentives contributed £1.67 million.

Her base salary for this year has increased by 3.5% to £1.29 million.

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How was variable pay determined? Financial metrics accounted for 70% of the annual bonus scorecard, with adjusted earnings at the midpoint of the target range and service revenue and adjusted free cash flow above the midpoint. Adjusted free cash flow for the three-year period of 15.1 billion euros (£12.9 billion) meant 54.2% vesting under this part of the long-term incentive scheme, whereas there was nothing in relation to total shareholder return. 

How did last year’s AGM go? The annual remuneration report was approved with 96.42% of votes in favour.

How’s the company doing on diversity? The company exceeds the Parker Review target to have at least one director from a minority ethnic group. It does not currently meet the gender target requiring boards to comprise at least 40% women. However, the percentage is expected to be 46% as a result of non-executive directorship changes due after the AGM.

Halma

When: 12.30pm, Thursday, 24 July

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

How to participate: Questions received by 12.30pm, Tuesday 22 July will be grouped thematically and responses published on the Halma website prior to the AGM. The same deadline applies to the return of proxy voting instructions. More AGM details can be found here.

Who’s in the chair? Louise Makin, the former chief executive of specialist healthcare company BTG, was appointed in July 2021.

How did the company do in the year to 31 March? The group of life-saving technology companies recorded its 22nd consecutive year of profit growth and delivered its 46 consecutive year of dividend growth of 5% or more. Revenue grew by 11% to £2.25 billion and adjusted earnings by 15% to £486 million. The figure for earnings per share rose by 14%, well above the company’s 10% target, to 94.23p. A final dividend of 14.12p a share is due to be paid on 15 August, lifting the total for the year by 7% to 23.12p,

How have shares performed? Up 10% to 2,581p (3,172p on Thursday). An investment of £100 in Halma shares on 31 March 2015 was worth £408.50 on 31 March this year, compared to £186.10 for a similar investment in the FTSE 100 index.

How much is the boss paid? Marc Ronchetti got a total of £5 million in relation to 2024/25, up from £3.75 million the previous year and the highest sum paid for the role of chief executive in the past decade. The total included an annual bonus of cash and deferred shares worth £1.8 million, which was based on 95% of the maximum opportunity. The 85.72% vesting of long-term incentives contributed £2.2 million, including £660,000 from the increased value of shares since their grant in 2022. His base salary increased in June by 8% to £1.01 million. The company said this increase reflected Ronchetti’s “outstanding leadership” and ensured that his base salary aligns broadly with the median of the FTSE 100.

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How was variable pay determined? Performance against a weighted average target of Economic Value Added (EVA) for the past three years represented 90% of the overall bonus opportunity. The EVA calculation is profit after charging a cost of capital, including on the cost of acquisitions. As the EVA for each year is utilised for a further three years in the comparator calculations, executives must consider the medium‐term interests of the group otherwise there is the potential for an adverse impact on their capacity to earn a bonus. The three-year performance for growth in adjusted earnings per share produced the maximum result for long-term incentives, with average return on total invested capital making up the rest.

How did last year’s AGM go? The annual remuneration report was approved with 95.15% of votes in favour, while the new remuneration policy got 94.30% support. 

How’s the company doing on diversity? At least 40% of board directors  are women, including in two senior roles. The company also meets the requirements of the Parker Review by having at least one director from a minority ethnic background.

FirstGroup

When: 2.30pm, Friday 25 July.

Where: Queen Elizabeth II Centre, Broad Sanctuary, Westminster, London, SW1P 3EE.

How to participate: Proxy voting instructions should be returned by no later than 2.30pm, Wednesday 23 July. More about FirstGroup (LSE:FGP)'s AGM details can be found here.

Who’s in the chair? Lena Wilson was appointed in February. She has held roles at listed and private companies for more than 15 years and ran Scottish Enterprise from 2009 to 2017.

How did the company do in the year to 29 March? The bus and rail operator, which employs 30,000 people and carries almost two million passengers a day, lifted adjusted revenue by 7% to £1.37 billion. Operating profit increased 9% to £222.8 million and adjusted earnings per share by 16% to 19.4p. A final dividend of 4.8p a share is due to be paid on 8 August, lifting the total for the year by 18% to 6.5p.

How have shares performed? Down 9% to 164p (220.6p on Thursday).

How much is the boss paid? Graham Sutherland received total remuneration of £3.05 million in relation to 2024/25, up from £1.4 million the year before. The increase was driven by his first vesting of shares under the long-term incentive scheme, which contributed  £1.7 million. He also got an annual bonus of cash and deferred shares worth £726,000, reflecting 82.1% of the maximum opportunity. Sutherland’s salary for this year has increased by 2.8% to £605,700.

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How was variable pay determined? The annual bonus was weighted 60% on adjusted operating profit, which came in above target at £173.4 million. A further 20% related to an operational scorecard made up of key business priorities. This produced 60% of the maximum, with zero for the FirstBus net promoter score, the maximum for First Bus employee engagement and an on target performance for First Rail among train operating companies. The long-term incentives granted in 2022 vested in full, based on the company’s three-year performance on earnings per share, relative total shareholder returns and two environmental-related measures. About £500,000 of Sutherland’s long-term incentive figure is due to the increased value of FirstGroup shares since 2022’s award was made at a price of 113.1p.

How did last year’s AGM go? The annual remuneration report was approved with 96.64% of votes in favour, while the new three-year remuneration policy got 93.54% support.

How’s the company doing on diversity? The board’s gender split is 55.6% female, including one senior role. One member of the board is from an ethnic minority background.