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Revolting shareholders: US listing pay increase causes Tremor

Tremor International (LON: TRMR) is on its way to a US listing, but shareholders are not happy about the new pay awards for executives. These are required to be voted on by shareholders under Israeli law. The changes will not come into force until the US listing happens. Tremor believes a US listing would get it a rating more in line with US Ad Tech companies. The executive directors will certainly feel the benefit.

The AIM-quoted company held a general meeting on 30 April and there were resolutions to approve the new remuneration for chief executive Ofer Druker, which increases from $600,000 to $720,000, chief operating officer Yaniv Carmi, an increase from $500,000 to $600,000, and finance director Sagi Niri, whose pay rises from NIS 930,000 to NIS 1.2m ($365,000). Nearly 36% of the votes cast were against the remuneration packages.

The packages also included maximum annual bonus targets of 100%, 80% and 82% respectively. Each of the executives will receive a special bonus of $500,000 following the US listing.

On top of this, the three executives are going to be awarded additional incentive shares. The biggest revolt was the 39% of votes cast against the increase to the available pool to the company’s 2017 equity incentive plan, which relates to those share awards. There was also one-third of the votes cast against the amendments to the company’s remuneration policy.

There were no problems with non-executive remuneration. Newly appointed independent non-executive director Lisa Klinger was elected and there was barely any dissent over her remuneration of $50,000 a year, or that of fellow independent non-executive Christopher Stibbs of £150,000 a year.

Kingspan

There were 36.8% votes cast against the report on remuneration committee resolution at Ireland-based insulation materials supplier Kingspan (LON: KGP) and that is a big jump from 6.42% for the 2019 accounts.

There were also 21.3% of votes cast against the re-election of Michael Cawley who is the oldest non-executive director at 66 years old. He chairs the audit and compliance committee and is on the remuneration committee with Linda Hickey, who received 96.6% support in her re-election vote, and Bruce McLennan, who was not up for re-election.

Eleco

AIM-quoted architecture and construction software provider Eleco (LON: ELCO) holds its AGM on 6 May, but shareholders have already requisitioned a separate general meeting.

The dissenters want shareholders to vote on the re-election of executive chairman Serena Lang, who was previously a non-executive director, and non-executive director Kevin Craig. Three other directors are up for re-election at the AGM and this general meeting vote would mean that only the chief executive would not be up for re-election this year. Following the requisition Kevin Craig bought 60,000 shares – 50% at 108p each and 50% at 110p each.

The third resolution wants to make it compulsory for all directors to come up for re-election at every AGM. This seems to be the crux of the matter.

Kevin Craig is also chairman of the remuneration committee and the fourth resolution is that there should be a vote on the remuneration report in the 2020 accounts. AIM companies do not have to put the remuneration report to a vote.

These resolutions are making a point about corporate governance, but trading has been positive. In 2020, revenues were similar to 2019 at £25.2m and underlying pre-tax profit was £4.9m. Net cash was £6.2m at the end of 2020 and this has enabled Eleco to start paying dividends again. A final dividend of 0.4p a share is proposed – there was a 0.3p a share interim in the previous year.

In the latest quarter, revenues were 9% ahead at £7m, while year-on-year pre-tax profit was one-fifth higher. March was a particularly strong month. Net cash grew to £7.9m at the end of March 2021.

At 124p, the shares are trading on 28 times prospective earnings. The majority of revenues are recurring and Eleco holds a good position in its market niche. That justifies the high rating.

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