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May 25, 2026
Analyzed by GPT OSS 120B

ISS Calls for Vote Against Metro Bank's Executive Pay Report Amid £60m Bonus Concerns

AI Summary
Institutional Shareholder Services (ISS) has urged investors to vote against Metro Bank's 2026 pay report, citing a shareholder‑value alignment plan that could deliver a £60 million windfall to CEO Dan Frumkin. The recommendation comes as the bank seeks to recover from a 2023 rescue deal and raises fresh questions about governance and compensation standards.

ISS Urges Shareholders to Reject Metro Bank's 2026 Pay Report

Investors in Metro Bank face a proxy‑adviser recommendation to vote against the lender’s upcoming pay report, scheduled for the annual meeting on 2 June 2026. Institutional Shareholder Services (ISS) argues that the bank’s “shareholder value alignment plan” (SVAP) is “significantly out of line” with market standards.

Key Features of the Controversial SVAP

  • Links executive bonuses directly to the bank’s share price, irrespective of operational performance.
  • Could award CEO Dan Frumkin a total payout of up to £60 million by the end of the scheme.
  • Salary for 2026 is set to rise 11.3% to £1.05 million, up from £943,500 in 2025.

Financial Snapshot: Payouts and Performance

Despite the compensation concerns, Metro Bank reported record revenues and its highest underlying pre‑tax profit in history last year. The share price climbed more than 25% in 2025, continuing an upward trend.

Executive remuneration highlights:

  • 2025 total CEO package: £2.6 million (up from £1.2 million in 2024).
  • Salary increase for FY2024 was roughly 20%.

Governance Implications and Shareholder Risks

ISS flagged “insufficient disclosure” around non‑financial bonus metrics, noting vague descriptions of “people objectives” and “risk and regulatory objectives.” The adviser warned that the pay structure could misalign management incentives with long‑term shareholder value, especially given the bank’s recent turnaround efforts after a near‑collapse in 2023.

The 2023 rescue involved a £925 million deal led by Colombian billionaire Jaime Gilinski, who now controls 53% of Metro Bank.

What Lies Ahead for Metro Bank’s Compensation Policy

If shareholders follow ISS’s advice, the SVAP could be rejected, forcing the board to redesign its remuneration framework. Analysts expect heightened scrutiny of executive pay across the FTSE 250, with potential pressure for greater transparency and alignment with performance metrics.

Metro Bank’s spokesperson defended the plan, emphasizing its focus on long‑term growth and alignment with shareholder interests. The outcome of the vote will signal whether investors prioritize governance reforms over short‑term payout incentives.