Metro Bank investors urged to reject executive pay report
Metro Bank faces investor pushback over a pay report tied to a share-price bonus scheme that could hand CEO Dan Frumkin up to £60m.
Intelligence analysis by GPT-5.4 Mini
Proxy adviser ISS says Metro Bank’s pay plan is out of step with the market and has urged shareholders to vote against it at next month’s AGM. The criticism comes even as the bank reports record revenues, higher profits and a stronger share price.
Metro Bank is arguing that its bosses should get a big pay plan if the bank’s share price rises a lot. An adviser that helps investors vote thinks that plan is too generous and too hard to understand.
The adviser also says the bank did not explain clearly enough how it decided on extra rewards for things like staff goals and safety rules. It is a bit like a school giving prizes, but not explaining the rules.
Metro says the pay plan helps the bank grow for the long run. The fight matters because it shows who gets the rewards when a bank tries to recover after a bad patch.
Analysis
What ISS objected to
Institutional Shareholder Services has told Metro Bank investors to vote against the lender’s pay report at its annual meeting on 2 June. The proxy adviser says the bank’s bonus structure, called a shareholder value alignment plan, is too far from market norms because it ties executive payouts mainly to the share price, even if operating performance is mixed.
ISS said the plan could leave chief executive Dan Frumkin with a windfall of up to £60m by the end of the scheme. It also flagged a bigger fixed salary for 2026, with Frumkin’s pay due to rise 11.3% to £1.05m. The adviser noted that his salary had already risen sharply in the prior year.
Disclosure concerns
A separate issue for ISS was disclosure. It said Metro gave only vague explanations of how it judged non-financial targets, including people objectives and risk and regulatory objectives. That, in ISS’s view, made it hard for shareholders to assess whether bonuses were being awarded on solid grounds.
The advice arrives despite Metro posting record revenues and the highest underlying pre-tax profits in its history last year. Its share price rose by more than a quarter in 2025 and has generally continued to trend upward.
Metro has spent recent years trying to recover from near collapse in 2023, when it accepted a £925m rescue deal led by Colombian billionaire Jaime Gilinski Bacal. The bank says its remuneration approach supports long-term growth and is aligned with shareholders’ interests. The dispute now puts that claim in front of investors as a formal vote.
Key points
- ISS urged Metro Bank shareholders to vote against the pay report at the June 2 annual meeting.
- The adviser said the shareholder value alignment plan is significantly out of line with market standards.
- ISS said CEO Dan Frumkin could receive a windfall of up to £60m under the scheme.
- The proxy adviser also criticised weak disclosure on non-financial bonus targets.
- Metro says its remuneration policy supports long-term growth and sustainable value.
