Calling for a shareholder revolt at Europe’s biggest airline, London-based consultancy Pirc has highlighted concerns about board independence and potential undue financial rewards for its top executives. However, he did not recommend opposing the re-election of chief executive Michael O’Leary – a significant change from previous years. Pirc, which advises institutional investors controlling more than £1.5tn of assets, including unions and pension funds, has advised against the re-election of Stan McCarthy and seven other Ryanair non-executive directors, questioning independence their. It said stock options granted by the company to most of its board members in previous years, which can be exercised in 2024, were “considered a reason for non-independence”. Pirc warned that the independence of other non-executives was compromised because they were senior bosses at the airline before taking on the board, including two of O’Leary’s former deputies, Howard Millar and Michael Cawley. Overall, Pirc said, there was “insufficient independent representation on the board” of Ryanair. He also called for votes against Ryanair’s controversial pay policy, which he said could lead to “excessive variable pay”, while failing to disclose “quantified performance targets”. The policy’s most notorious plank is a stock option scheme, which in 2019 awarded O’Leary a potential €99m (£88m) bonus if he could double his market value or profits over the next five years – a scenario which was largely ruled out by the coronavirus pandemic. Pirc recommended abstentions at this year’s pay report despite the restoration of a bonus that took O’Leary’s total earnings to pre-pandemic levels of €975,000. Pilots’ union Balpa has slammed his pay as “morally bankrupt” while other staff are still on reduced pay due to Covid. In 2021, Pirc argued that O’Leary should be ousted for “a number of reported incidents” during the Covid pandemic, including the handling of sick pay and misleading adverts touting UK vaccines being “not considered to be meet best practice standards and could be potentially harmful to stakeholders and the company’s reputation.” Subscribe to Business Today Get ready for the business day – we’ll point you to all the business news and analysis you need every morning Privacy Notice: Newsletters may contain information about charities, online advertising and content sponsored by external parties. For more information, see our Privacy Policy. We use Google reCaptcha to protect our website and Google’s Privacy Policy and Terms of Service apply. The softening of the advisory group’s stance on O’Leary comes after a summer in which Ryanair has improved its reputation in the UK compared to its rivals, with few cancellations and few problems due to labor shortages. While others have reduced shipments, last month Ryanair carried a record 16.9 million passengers, bringing its annual total to nearly 150 million. Ryanair’s AGM will be held on Wednesday at its engineering base, near its headquarters in Swords, Dublin.
