Fresh shareholder revolt at Vistry as one fifth vote against Fitzgerald’s appointment as executive chair

Vistry has been faced with another shareholder revolt, this time over the appointment of chief executive Greg Fitzgerald as chair of the housebuilder.

The board announced in January that it had asked Fitzgerald to take the chair role, a move which breaks City governance codes while he remains chief executive of the company.

It followed a year of turmoil among shareholders of the company, with a succession of shareholder rebellions over executive pay leading three non-executive directors to leave.

In a recent interview with Building, Fitzgerald explained that he had been asked to take the chair position in order to “bring some stability to the board”.

“The board think, if we’re getting a lot of pressure from either the US or UK, then I have a very good relationship with them,” he said.

“Basically, I won’t put up with much, and if I say it, they might back down […] The board think the best person to deal with the shareholders is me.”

According to the results of Vistry’s AGM yesterday, a little more than 79% voted to re-elect Fitzgerald as a director of the company.

Vistry confirmed that the vote related to Fitzgerald’s appointment as executive chairman, with 21% voting against.

Responding to the results of the AGM, Vistry’s board acknowledged the significant minority of votes cast against Fitzgerald’s election.

It said: “The board has actively engaged with shareholders over the course of the last year in respect of a range of corporate governance matters and has a detailed understanding of shareholder views.

“In the months ahead, we will continue to engage with shareholders and, in line with the guidance of the UK Corporate Governance Code, the company will publish an update on the outcome of those engagements within six months of today’s AGM.”

>> Read more: ‘I’m extremely demanding’: Greg Fitzgerald on delivering the Vistry growth plan

Meanwhile, only 82% at the AGM voted to approve the directors’ remuneration report, which revealed Fitzgerald’s total remuneration for 2023 was worth £3.17m.

Opposition to the report indicates that shareholder frustrations over pay levels have yet to dissipate.

According to reports, US shareholders, who now own around 60% of the firm, were behind proposals last year to introduce a remuneration package which could have seen Fitzgerald pocket anything up to £60m.

The proposals were initially knocked back by shareholders but ultimately prompted the departure of three non-execs, with US shareholders consolidating their influence on the firm through the replacement appointments.

A watered-down incentive package, which could still see Fitzgerald pocket a maximum of £5.6m a year, squeezed through last August despite the opposition of 45% of shareholders.

Commenting on the saga earlier this year, Fitzgerald told Building: “It wasn’t my argument. It was the Americans. It was an American-driven value creation plan. As far as they’re concerned, ‘what’s the problem? - If we make a lot of money, then you make a lot of money’. They want to win. But it was me that stopped it. I said, I don’t want it, can we just stop this?”