Britain’s biggest high street electrical goods retailer is facing an investor backlash over a share bonanza awarded to its chief executive despite a continuing slump in its share price.
Some of the largest shareholders in Dixons Carphone will protest at long-term share awards made to Alex Baldock, who took the helm last year, at the company’s annual meeting next week.
City sources estimated that at least 15% of Dixons Carphone’s investors would oppose its remuneration report following a recommendation from Institutional Shareholder Services (ISS), an influential proxy adviser, to vote against it.
Rejection by at least 20% of investors would mean the company is included on a City blacklist of businesses which have suffered sizeable rebellions by their owners.
The looming row has arisen at Dixons Carphone after Mr Baldock was granted almost 1.2 million shares with a face value of £2.34m under a long-term incentive plan earlier this year.
That compares with an award of 783,000 shares – with an almost identical face value at the then share price – made to Mr Baldock 12 months earlier.
While companies commonly argue that the higher number of shares granted is justified by the declining share price, institutional investors have been infuriated by the growing frequency with which boards have resorted to this explanation.
In its annual report, Dixons Carphone said: “The [remuneration] committee gave detailed consideration as to whether the overall size of the award should be scaled back in response to the fall in share price.
“However, it also took into consideration the fact that this fall is partly a reflection of the challenges in the retail sector, and also that the new management team has only recently been appointed.
“Taken with the executive directors’ decision to voluntarily defer the full amount of this year’s bonus into shares, the committee concluded that the proposed award level was appropriate.”
In response, ISS said that Dixons Carphone’s explanation “is not considered to be particularly compelling to warrant a significant transfer of equity to the lead executive when compared to previous years”.
Although the vote on last year’s pay report is on an advisory basis, Dixons Carphone will also give investors a binding say on its forward-looking remuneration policy next week.
ISS has recommended support for that resolution.
Earlier this week, the electrical goods chain said it would restrict pension contributions for any new executive directors to 3% of their salary.
The intervention by Tony DeNunzio, the former Asda boss who chairs Dixons Carphone’s remuneration committee, reflects a campaign orchestrated by the Investment Association, a trade body for asset managers, for companies to slash bosses’ pension contributions in line with their workforces.
A large-scale pay revolt would cap a miserable period for Dixons Carphone, which has been hit by a probe led by the City regulator into sales processes involving Geek Squad, a mobile phone insurance product.
The company was fined more than £29m for various breaches relating to activities between 2008 and 2015 – prior to Mr Baldock’s arrival.
It has also been forced to deal with the fallout from a huge data breach involving as many as 10 million customers.
Mr Baldock also faces an uphill struggle to turn around the company’s performance, amid difficult negotiations with some of the major mobile network operators and a broader downturn in its mobile phone business as consumers hold onto their devices for longer.