In Australia, however, executive pay often emerges as a contentious issue, despite its comparatively conservative structure and quantum compared to global counterparts (see figure 1.). Particularly for companies with a significant portion of their executive teams located outside of Australia (e.g., CSL, Ansell) or where they source talent from the global executive talent pool (e.g., CBA, which noted in its 2025 Annual Report that approximately 40% of appointments to Australian major bank leadership teams in the last five years have come from offshore and that CBA itself is increasingly looking to global talent pools), we are seeing an emerging dialogue that it is imperative that ASX-listed companies offer globally competitive remuneration packages to secure the best talent from around the world. Yet, this call can be met with hesitation by some stakeholders who consider competitiveness primarily from a local lens, arguably at the expense of a broader, global viewpoint.
The varied perspectives on this topic played out most recently for Xero, which uplifted its CEO’s pay to reflect a Silicon-valley style arrangement via an increase to total target pay of circa US$10 million dollars (from US$4,000,000 to US$14,120,000) provided in RSUs, resulting in Total Target Remuneration of US$15,200,000. Accompanying this large increase in annual opportunity was a one-off grant of at-the-money options with fair value of US$26.49 million. At the AGM, this package was sharply protested with a 49% vote against the remuneration report (despite Xero, which is headquartered in New Zealand but listed on the ASX, technically not being required to put the report to vote, the Board elected to do so in the interest of good governance). The divergent viewpoints on this topic emerged post-meeting, with a number of Xero’s shareholders unhappy with the resulting ‘no’ vote as they had in fact supported the Board’s decision, recognising the nature of Xero’s company as a technology company with a US-based CEO and deeming the package appropriate in this context.
Australia’s approach to executive pay is unique, characterised by stringent scrutiny and the infamous “two strikes” rule. This regulation poses a significant challenge for companies; if shareholders vote against a remuneration report for two consecutive years, it can result in a board spill, triggering potential leadership instability. Such stringent oversight arguably enforces a conservative stance on executive compensation, significantly influencing how Australian companies structure their pay packages.
Australia’s approach to executive pay is unique, characterised by stringent scrutiny and the infamous “two strikes” rule.This regulation poses a significant challenge for companies...
In comparison, both the United States and the United Kingdom employ the “say on pay” mechanism, which grants shareholders the right to have a direct vote on executive compensation packages. However, in the US, the say on pay vote is advisory, meaning that while shareholders can express dissatisfaction, the vote is not binding, allowing companies some flexibility in response. Conversely, the UK’s say on pay approach holds greater influence, as remuneration policies must be approved by shareholders, with mandatory votes required every three years. However, as it is an extended cycle, it softens the focus on short-term decision making and enables Boards flexibility to make decisions over the 3-year period between binding votes within the parameters of the shareholder approved policies.
These varying degrees of shareholder power illustrate the differences in regulatory environments. The two strikes rule in Australia adds a layer of potential consequence that is more rigorous than its counterparts, creating a climate of caution within executive pay structures. This atmosphere potentially impedes the ability of Australian firms to engage competitively in the global talent market, where aggressive pay structuring is more prevalent.
The crux of the issue rests on the dichotomy between Australian regulatory and shareholder expectations, and the global market standards for executive pay.In regions such as the United States and Europe, executive compensation is structured with a focus on high incentives, including substantial shares, options, and performance-based rewards. These packages are designed not only to attract executives but also to retain them in fiercely competitive markets.
Australian companies, however, often struggle to match these lucrative pay structures due to local restrictions and cultural predilections towards moderation in compensation. This limitation potentially undermines the ability of these firms to attract global talent accustomed to the more lucrative reward systems.
The crux of the issue rests on the dichotomy between Australian regulatory and shareholder expectations, and the global market standards for executive pay.
To reconcile this disparity, there is a question as to whether Australian shareholders and proxy advisors employ a global lens towards executive pay. By understanding and integrating global market standards, they can redefine compensation strategies that align with international expectations without compromising the principles of transparency and accountability that characterise the Australian corporate landscape.
This shift requires an open dialogue about the long-term benefits of competitive pay structures and an acknowledgment of Australia’s position in the global market. It also necessitates an assessment of how executive compensation can drive both corporate performance and shareholder value.
As Australia contends with the challenges of attracting global talent, the role of executive pay becomes increasingly pivotal.
While cautious approaches have their merits, they must be balanced against the demands of an interconnected global economy. Arguably it is time for Australian stakeholders to evolve their perspectives and embrace remuneration strategies that reflect both local values and global realities. Only by doing so can Australian firms fortify their positions in the international arena, ensuring they not only attract the best talent but also propel their companies towards success.