Metro Bank investors are being urged to reject the lender’s pay report at its annual meeting on 2 June after a proxy adviser said chief executive Dan Frumkin’s bonus plan is too generous. Institutional Shareholder Services said the bank’s shareholder value alignment plan could leave Frumkin with a windfall of as much as £60m by the end of the scheme.

The recommendation lands at a moment when Frumkin’s own pay is already climbing sharply. His package more than doubled to £2.6m for 2025 from £1.2m a year earlier, the highest payout for a Metro Bank chief executive since the bank was founded in 2010, and his fixed pay will rise 11.3% to £1.05m in 2026.

For investors searching for the reason this vote matters now, the answer is timing and leverage. The annual meeting is days away, and ISS can shape how institutions cast their ballots on executive pay. Metro Bank is also still living under the aftershocks of its rescue-backed turnaround after nearly collapsing in 2023 and taking a £925m rescue deal led by Jaime Gilinski Bacal, who now owns 53% of the shares.

That is what makes the criticism awkward for the lender. Metro Bank reported record revenues and the highest underlying pre-tax profits in its history last year, while its share price rose by more than a quarter in 2025 and has generally trended higher since. Even so, ISS said the plan remains significantly out of line with market standards, and it raised concerns that the bank gave only vague descriptions of how it measured people objectives and risk and regulatory objectives.

This is also the second year in a row that ISS has taken aim at Metro Bank’s pay practices. The dispute centers on a plan that links executive payouts to the bank’s share price, which Metro says is meant to support long-term growth and the turnaround. Investors will now decide whether that argument outweighs the scale of the potential reward when they vote on 2 June.

Metro Bank will find out next month whether shareholders are willing to back a scheme that can deliver a major windfall to its chief executive, or whether they follow the proxy adviser and send the pay report back to the board.