Ryanair’s AGM delivered a tight vote on CEO Michael O’Leary’s new long-term pay deal, a package worth up to 150 million Euros that secured support from just under two thirds of shareholders. The results set the tone for the meeting where investors weighed the value of retaining the long-serving chief executive against concerns about the scale and structure of his incentive plan.
Shareholder Split
Ryanair’s annual general meeting in Dublin produced a close vote on chief executive Michael O’Leary‘s new long-term pay deal, which could be worth up to 150 million Euros. The proposal was approved by 60.7% of shareholders, while 39.3% voted against it. The wider remuneration report passed with much stronger support, suggesting that investor concerns were focused mainly on O’Leary’s package rather than the company’s overall pay policies.
The deal gives O’Leary the option to buy 10 million Ryanair shares at a fixed price of 26.70 Euros. He will only benefit if the airline reaches one of two major targets by April 2032: a share price of 42 Euros or annual post-tax profits of 4.0 billion Euros. Both targets are substantially higher than current levels, and O’Leary must remain in the role for the full term for the options to pay out. The structure is similar to his 2019 incentive plan, which similarly attracted notable shareholder opposition.
Company Defence
Proxy advisers ISS and PIRC recommended voting against the deal. ISS warned that the size of the potential payout could encourage unnecessary risk and said the targets only need to be met in a single year, which might allow external factors such as lower fuels prices to play a major role. It additionally raised concerns about a possible “pay for luck” outcome.
Ryanair defended the package, saying:
“Achievement of these very ambitious targets would create substantial additional value for all Ryanair shareholders.”
Supporters also argued that the deal helps to retain a leader who has shaped the airline for more than three decades, while analysts at Barclays said there was
“very strong alignment between management and shareholders.”
The vote came shortly after Ryanair reported quarterly profits of 538 million Euros, down more than one-third due to higher fuel costs and weaker fairs. The airline said it would continue speaking with investors who opposed the deal to understand their concerns.
The meeting took place amid ongoing criticism of O’Leary’s recent comments about rival airlines, after he referred to them as “high-fare rapists”, a remark that drew public and industry backlash.
What is your view on Ryanair giving out a pay deal of this size? Let us know in the comments.
