Investors in Westfield-owners Scentre Group have served a 'first strike' on executives' pay, after the company leaders produced a full-year loss and reduced final dividend.
Investors participating in the company's annual general meeting on Thursday cast a 51 per cent vote against executives' remuneration, following pandemic-plagued results.
Chief executive Peter Allen and chief financial officer Elliott Rusanow were awarded short-term bonuses of $1.65 million and $825,00 respectively.
Mr Allen received $4.67 million and Mr Rusanow $1.67 million in total pay and benefits last year, not including the bonuses.
They were also promised payments of $1.65 million and $926,097 respectively if they remain at the company until 2024.
Australian Shareholders Association chief executive John Cowling said the executive pay did not align with what investors received.
Scentre in February posted a full-year loss of $3.73 billion. Investors received a final unfranked dividend of seven cents per stapled security, down from the previous final unfranked payout of 11 cents.
During Thursday's meeting, many investors asked chair Brian Schwartz to justify the executive pay.
Mr Schwartz said the board reflected long and hard on the details.
"I'd encourage shareholders to look at the whole picture when considering remuneration, not just short-term incentives," he said.
Mr Schwartz said long-term incentives for management had lapsed, and Mr Allen had forgone a possible $11 million.
"Management, who did an extraordinary job, took pain akin to everybody else," Mr Schwartz said.
The shareholders' vote does not stop these payments, but puts pressure on the board of directors to retain their positions at the next meeting.
Under the `two strikes' rule, if more than 25 per cent of shareholders vote against two consecutive remuneration reports, it triggers a vote on a board spill.
Mr Schwartz said the board considered complex times, and the need to retain high-performing people.
He said fixed remuneration for senior management and base fees for board members were reduced by 20 per cent at the height of the pandemic. They were reduced for three months.
Despite the opposition to the pay deal, 72 per cent of investors approved the issue of performance rights to Mr Allen.
Former Kmart and Target boss Guy Russo, who was also boss of McDonalds Australia, was elected to the board after being appointed last year.
Margaret Seale and Carolyn Kay were re-elected.
Scentre owns 42 Westfield shopping centres across Australia and New Zealand.
Stapled securities rose by as much as five cents early, but were unchanged at $2.89 at 1547 AEST.