Looking at Shareholder Opposition to Executive Pay on Australia’s S&P/ASX 300

This article examines significant shareholder opposition to executive pay in Australia during 2025. After reaching record levels in 2023 and 2024, remuneration strike¹ numbers eased in 2025, with 33 S&P/ASX 300 companies recording opposition votes above 25%. While lower than the prior two years, this outcome remains well above historical norms, indicating that shareholder dissatisfaction with remuneration practices remains elevated. The moderation in strike numbers was offset by a clear increase in the severity of opposition. Strike votes were more heavily skewed toward higher dissent, with a higher average vote against. Repeat strikes also remained elevated, with 13 companies recording second or subsequent consecutive strikes, reinforcing growing investor frustration with boards perceived as unresponsive.

Historically High Number of Strikes vs. Previous Years

After record levels of remuneration strikes in 2023 and 2024, 2025 marked a decline, with 33 S&P/ASX 300 constituents recording strikes. This level nevertheless remains well above the range of 11 to 26 strikes observed between the introduction of the two-strikes rule in 2011 and 2022, suggesting that shareholder dissatisfaction with remuneration practices remains elevated relative to historical norms (see Figure 1).

Figure 1. S&P/ASX 300 Strikes, 2011 – 2025

_{Source: Glass Lewis Research. Note: Data S&P/ASX 300 as of the September 2025 rebalance.}

Increasing Severity of Opposition to Executive Remuneration

Interestingly, the decline in the total number of remuneration strikes was accompanied by an increase in the severity of opposition. In 2025, eight strikes attracted more than 65% votes against, compared with four and five such outcomes in the preceding two years (Figure 2). Overall, the distribution of strike votes in 2025 was more heavily skewed towards higher levels of opposition, with a smaller proportion falling within the lower dissent brackets. This is also reflected in the average vote against among companies receiving strikes, which rose to 47% in 2025, up from 42% in 2024 and 46% in 2023.

Figure 2. S&P/ASX 300 Strikes by Against Vote, 2023 – 2025

_{Source: Glass Lewis Research.}

This pattern suggests that strikes in 2025 were less likely to reflect marginal dissatisfaction and more likely to signal deeply held shareholder concerns. Where strikes did occur, shareholder opposition was more pronounced, raising the stakes for board response and post-AGM engagement.

Repeated Strikes Rise Alongside Shareholder Expectations

While the total number of remuneration strikes declined, the incidence of repeat strikes remained elevated. In 2025, 13 companies recorded a second or subsequent consecutive strike, accounting for 39% of all strikes (see Figure 3). This represents the same absolute number as in 2023, but with a higher proportion of total strikes, and remains materially above levels observed between 2021 and 2023.

Figure 3. S&P/ASX 300 Strikes – First vs. Second+, 2021 – 2025 

_{Source: Glass Lewis Research.}

This pattern is partly attributable to heightened shareholder expectations regarding how boards should respond to dissent. At the same time, boards appear increasingly willing to tolerate shareholder opposition, particularly where doing so supports the retention of key executives or the implementation of remuneration decisions they consider strategically important. This dynamic is most evident at companies characterized by concentrated leadership structures, including founder-led businesses, boards with significant shareholders, or those with long-tenured CEOs or chairs. These companies have shown a greater willingness to accept repeated opposition and comprise the full subset of companies that recorded a third or higher strike in 2025.

Notably, none of the board spill proposals² put to a vote in 2025 received more than 15% support, indicating that the risk of a board spill arising from remuneration concerns remains low. Nevertheless, a remuneration strike continues to represent a significant reputational issue, particularly for larger companies. Most boards continue to treat strikes accordingly, undertaking extensive shareholder engagement and seeking to address investor concerns in subsequent remuneration decisions.

Weak Returns as a Common Driver for Strikes

The specific triggers of remuneration strikes vary, but they generally cluster around a few recurring themes. The most consistent underlying factor is poor shareholder experience, which frequently weighs on voting outcomes. In 2025, companies delivering bottom-quartile total shareholder return (TSR) within the S&P/ASX 300 were far more likely to attract a strike, suggesting that, when returns are weak, investor tolerance for aggressive pay decisions or weakly aligned incentive outcomes falls sharply (Figure 4).

Figure 4. S&P/ASX 300 Companies with Strikes in 2025 vs. TSR Performance

_{Source: Glass Lewis Research. Note: TSR rankings are measured against the S&P/ASX 300 peer group.}

In that context, perceived preferential treatment of executives and pay-for-performance misalignment remained a common catalyst of remuneration opposition. This often manifested through retention-style awards, ad hoc equity grants, and incentive payouts that appeared difficult to justify – particularly where meaningful short-term incentive (STI) outcomes were delivered despite a poor shareholder experience.

Other Primary Drivers of Remuneration Strikes

The following themes emerged as other primary drivers of remuneration strikes in 2025.

Generous Executive Pay and Quantum Creep

Remuneration packages perceived as excessive continued to attract shareholder opposition, particularly where boards leaned on offshore benchmarking (notably the United States) or private-equity comparators. Strikes were commonly associated with large one-off equity grants, increases in fixed pay, and expanded incentive opportunities. These concerns were most acute where pay increases were not supported by clear improvements in performance, were implemented amid weakening conditions or a poor outlook, or were layered on top of already-high total remuneration.

Unchallenging Long-Term Targets and Moving Goal Posts

Scrutiny of LTI target-setting intensified. Investors pushed back on targets viewed as insufficiently challenging or inconsistent with consensus forecasts, as well as changes that appeared to re-benchmark performance. This included lowering hurdles without a compelling explanation, resetting base years, rebasing starting points, and reducing capital/return targets to accommodate a major corporate action.

Flawed or Underdeveloped Remuneration Structures

A material number of strikes continued to reflect frustration with remuneration structures that were overly discretionary, poorly specified, or not well anchored to long-term value creation. Recurring issues included short measurement horizons, heavy reliance on subjective scorecards, and design features that weakened alignment, including limited executive equity exposure or the absence of meaningful “skin in the game.”

Inadequate Remuneration Consequences

Where companies experienced fatalities, major safety incidents, significant compliance failures, or regulatory action, shareholders assessed whether incentive outcomes and any malus applied adequately reflected the gravity of those events.

Headline Risk and Broader Governance Dissatisfaction

Remuneration votes continued to function as a pressure-release valve for broader concerns, including conduct issues, poor disclosure, board responsiveness, and reputational risk.

Overall, the 2025 proxy season showed that shareholder scrutiny of executive pay in Australia remains high, even as the number of remuneration strikes eased. The results indicate that investors are continuing to demand stronger pay-for-performance alignment, clearer justification for compensation outcomes, and more credible board responsiveness to shareholder concerns.

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