Metro Bank Faces Investor Revolt Over £60m CEO Windfall
Metro Bank investors face a vote on 2 June after Institutional Shareholder Services urged them to reject the lender’s pay report tied to a bonus plan that could hand chief executive Dan Frumkin a £60m windfall. The adviser said the scheme is “significantly out of line” with market standards, putting pay policy at the center of the bank’s annual meeting.
That recommendation matters because Frumkin’s package more than doubled to £2.6m for 2025 from £1.2m a year earlier, and his fixed pay will rise 11.3% to £1.05m in 2026 from £943,500. For shareholders, the vote is no longer about routine remuneration; it is about whether the board’s incentive structure matches a turnaround bank that is still trying to prove itself after a £925m rescue deal.
ISS targets Metro Bank pay
1 advisory vote is now in play, and ISS said shareholders should oppose the report at Metro Bank’s annual meeting on 2 June. The proxy adviser said, “A vote against this item is warranted,” after concluding that the bonus scheme remains “significantly out of line with market standards.”
Metro Bank’s shareholder value alignment plan, or SVAP, links executive payouts to the bank’s share price. Under that structure, Frumkin could end up with a £60m windfall by the end of the scheme, a figure that sits far above this year’s £2.6m payout and helps explain why the adviser has drawn a line under the plan.
Frumkin pay tops £2.6m
£2.6m was the highest payout for a Metro Bank chief executive since the bank was founded in 2010. ISS said shareholders may also wish to note that Frumkin received a c.20% salary increase in FY2024, before the latest 11.3% rise scheduled for 2026. It also said the new salary level appears relatively high for a company of Metro Bank’s size in the FTSE 250.
11.3% more fixed pay would take Frumkin to £1.05m next year, up from £943,500, while the pay package that more than doubled in 2025 has already become a flash point. The bank said it reported record revenues last year and the highest underlying pre-tax profits in its history, but those gains have not persuaded ISS that the remuneration framework is proportionate.
Jaime Gilinski Bacal owns 53%
53% of Metro Bank is now owned by Jaime Gilinski Bacal, who led the £925m rescue deal in 2023 after the lender came close to collapse. The bank has since focused on a turnaround plan toward corporate lending, and that shift gives the pay vote extra weight because investors are being asked to back a compensation system while the business is still in repair mode.
The bank’s spokesperson said, “The people and remuneration committee’s approach is based on the delivery of long-term growth generation and the continued turnaround of the bank.” It added, “The policy is fully aligned with shareholders’ interests and the creation of sustainable, long-term value in the interests of all stakeholders.”
2 June will show whether shareholders accept that case or side with ISS. For investors, the immediate task is straightforward: decide if a £60m potential payout belongs inside a bank still measuring the aftershocks of a £925m rescue.
