Bill Berman, CEO of PendragonBill Berman, CEO of Pendragon

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Pendragon bosses face shareholder revolt over pay deal that could see CEO earn £3.2m

  • Leaked email shows Pendragon investor has written to shareholders encouraging them to vote against pay deal
  • Showdown over pay looks likely at company’s AGM next week (May 19)
  • Boss Bill Berman could earn £3.2m if he hits company’s targets
  • Shareholder says the pay deal is ‘out of proportion’
  • Pendragon has been approached for comment

Time 1 month ago

Pendragon’s chief executive Bill Berman is facing a shareholder revolt next week over a proposed pay deal that could see him earn more than £3.2m.

Car Dealer has been shown an email from one of the group’s largest investors which is asking fellow shareholders to vote against Pendragon’s pay recommendations for its senior directors.

The shareholder – which owns more than 10 per cent of Pendragon – says they are ‘particularly concerned’ at the 2.5 times long term incentive plan (LTIP) which could be worth £1.85m to Berman.


The investor says that assuming Pendragon makes £28m profit before tax in 2021 and the share price stays above 19p, Berman is in line for a bonus of £825,000 on top of his £550,000 pay.

If the LTIP is awarded for the 14-month period, Berman will also top up his pay and bonus package by £1.85m.

Chief operating officer Martin Casha could take home £1.54m and chief finance officer Mark Willis could get £1.79m in pay, bonuses and share incentives, if the company hits the same targets.

The deal will face a vote at next week’s AGM, due to take place on May 19.

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Last year’s pay deal narrowly scraped through as 41 per cent of shareholders voted against the Pendragon bosses’ renumeration.

In the email to investors, which has been leaked to Car Dealer, the shareholder said: ‘This level of reward is out of proportion and particularly with the Covid-19 hardship suffered by all stakeholders is unacceptable.  

‘I have discussed this with the chairman of the remuneration committee and also my concerns over the CEOs previous significant rewards for very short tenure – an overview of this is in the slides attached. 

‘In addition I have significant concerns about the setting of the EPS target for the 2021 bonus reward program which may lead to further windfalls due to the fortunate timing of the strike price in such volatile markets. 

‘We will once again be voting against the resolutions relating to this at the AGM. We are seeking your support by doing the same.’ 

Mike Jones, automotive consultant, and compiler of the Car Dealer Top 100 said he was not surprised to hear of the plans.


He said: ‘The Pendragon AGM has had a number of shareholder revolts over pay in recent years and it is not surprising to hear that there is one planned this year.

‘The listed motor retail businesses all have a difficult line to tread, with positive financial results delivered for shareholders in 2020, but only on the back of significant government contributions through the furlough scheme and rates reductions.

‘With motor retailers choosing not to repay the government, most have chosen to waive director bonus entitlements to avoid this very type of backlash which, if it gains traction locally or nationally, could harm future trading.’

Andrew Speke of the High Pay Centre, an organisation that keeps an eye on the pay of publicly listed company bosses, questioned if the pay packets were right considering the government support Pendragon enjoyed last year.

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He said: ‘While the furlough scheme was made open to all companies, it was expected that only those with real need would take advantage of it. The bonuses announced in Pendragon’s annual report call into question whether they actually do fall into this category, and they should only be awarded if the company is happy to pay back the furlough money in full.

‘Companies who’ve taken millions in public money and then go on to lavish their bosses with seven figure bonuses will not be looked at kindly by the public, and particularly those who’ve faced real hardship during this crisis.’

Pendragon has been approached for comment.

James Baggott's avatar

James is the founder and editor-in-chief of Car Dealer Magazine, and CEO of parent company Baize Group. James has been a motoring journalist for more than 20 years writing about cars and the car industry.

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