Allianz Global Investors (AllianzGI), a leading global active investment manager, has announced its decision to vote against three items at Stellantis’ upcoming Annual General Meeting on April 15. These include item 2c, which concerns Stellantis’ remuneration report, and items 3a and 3f, related to the re-election of two Non-Executive Directors who are members of the Remuneration Committee.
The remuneration report of Stellantis CEO Carlos Tavares has faced notable dissent since the Fiat Chrysler and PSA merger, with opposition votes of 44% in 2021, 52% in 2022, 48% in 2023, and 30% in 2024.[1AllianzGI has consistently voted against the report, citing insufficient assurance of alignment between executive compensation and long-term company performance.
Despite engagement efforts, responses from Stellantis failed to alleviate concerns regarding the incentivisation mechanism. The pay package of €23.1 million for the former CEO proposed under the remuneration report appears overly generous, particularly given the lackluster operating performance and the circumstances surrounding the CEO’s forced resignation. The impact of the profit warning on the variable pay is only reflected in the bonus (with a zero payout) but not in the other components of the variable pay which would still grant him a payout of €20.5 million. In particular, the Transformation Incentive and the Shareholder Return Incentive plans were a recurrent topic of our engagement calls – in our view, the related payments do not warrant our support. There are ongoing concerns about the Remuneration Committee’s actions and oversight. Moreover, since the Chair won’t stand for re-election, AllianzGI will vote against the re-election of two Non-Executive Directors, both of whom are also members of the Remuneration Committee.
Matt Christensen, Global Head of Sustainable and Impact Investing at AllianzGI, commented: “Our decision to vote against Stellantis’ remuneration report and the re-election of the two members of the Remuneration Committee up for renewal reflects our commitment to ensuring that executive compensation is aligned with long-term company performance and stakeholder interests. We believe that the current pay package does not adequately address the concerns raised during our engagement efforts, and we urge the Remuneration Committee to act in the interest of shareholders while also taking sustainability into account.”
Earlier this year, AllianzGI published its annual analysis of how it voted at AGMs in 2024 around the globe, based on its participation in 8,879 (2023: 9,137) shareholder meetings and voting on around 90,000 shareholder and management proposals. AllianzGI voted against, withheld, or abstained from at least one agenda item at 72% (2023: 71%) of all meetings globally. The firm opposed 19% of capital-related proposals, 22% of director elections, and 41% of remuneration-related proposals, reflecting its high expectations for governance standards.
