IVE’s pay report drew 24.1 per cent against last year, just short of a strike. The board has changed the managing director’s hurdles, not his pay

What happened at last year’s meeting

IVE describes itself as Australia's largest diversified marketing company, and printing, catalogues and distribution are a large part of what it does. Every listed company puts its remuneration report to an advisory vote at its annual meeting. Under the Corporations Act, the line that matters is 25 per cent: if at least that share of votes is against the report at two meetings running, the second meeting must vote on a spill resolution: that another meeting of the company’s members be held within 90 days, at which the seats of the directors, other than a managing director, are put to a vote.

IVE’s 2024 meeting had 5.63 per cent of poll votes against the report. At its 2025 meeting, on 25 November, it was 24.10 per cent. Every resolution passed, but the two that dealt with the managing director’s FY26 grants drew more opposition than the report itself.

Those are the poll results IVE lodged with the ASX on 19 November 2024 and 25 November 2025. The strike rule applies only to the remuneration report; the grants are ordinary resolutions, and they passed.

The report shareholders voted on in 2025 had disclosed that the board had approved an increase in Matt Aitken’s fixed remuneration to $1,000,000 (from $800,000) for FY26, and that his long-term grant would rise to $500,000 from $400,000. His fixed pay had been $700,000 two years earlier. The board’s own account does not say which part of the package the objecting shareholders disliked. It says the vote was signaling that some shareholders felt that aspects of our executive remuneration framework required review.

At 24.1 per cent IVE was under the line at which the law obliges a board to explain its response in the next report. It explained anyway, which is to its credit.

What the board changed

The nomination and remuneration committee hired EY to review the framework. From FY27, according to the 2026 annual report:

• A third long-term hurdle. Return on invested capital now decides 30 per cent of the managing director’s performance rights, alongside earnings per share (30 per cent) and relative shareholder return (40 per cent). The board says the change reflects shareholder feedback that the LTI framework should include a measure of capital efficiency. The capital tranche is all or nothing: it vests in full if the return is 3% or more above the actual IGL post tax WACC rate, the company’s after-tax cost of capital, and otherwise lapses.
• A narrower peer group. Relative shareholder return is measured against the Small Ordinaries index with resource companies taken out, so a mining boom neither flatters nor sinks the result.
• A simpler bonus. The executives’ annual bonus drops EBITDA as a target; its measures become underlying NPAT and key strategic initiatives.
• A new committee chair. Mark Bayliss, appointed to the board on 1 March and standing for election at this meeting, took the chair of the remuneration committee on 1 September. He was chief financial officer of Fairfax Media and most recently executive chairman and chief executive of A2B.

What did not change is the amount. The notice puts Matt Aitken’s FY27 package at a fixed $1,000,000 including super, a bonus of up to $500,000 and $500,000 of performance rights: the same three figures as FY26. The only other executive in the remuneration report, Darren Dunkley, gets a rise in fixed pay from $585,000 to $645,000.

For FY26, the first year at the higher fixed figure, the remuneration table puts the managing director’s total at $1,774,534, up 22.7 per cent on $1,446,656. In the same year IVE’s underlying profit before lease accounting rose 3.0 per cent to $52.5 million and its statutory profit fell to $37.4 million from $46.7 million, which the company puts down mainly to the cost of moving its Dandenong South and Kemps Creek sites.

The record of the long-term grants

The notice lists every grant of performance rights the managing director has had. The FY18, FY19 and FY20 grants lapsed in full. The FY21, FY22 and FY23 grants vested in full, and of the FY24 grant 142,352 rights vested and 4,706 lapsed. This year’s request is for up to 280,898 rights, $500,000 divided by a fair value of $1.78 a right. The board notes that some stakeholders advocate the use of the face value method, which would value each right at the share price, without the discount the board applies for the chance it does not vest and the dividends it does not earn, and so grant fewer of them. The board says it will keep using fair value.

Three places the notice and the report do not agree

Shareholders are being asked to approve grants on the terms in the notice of meeting, so it matters that the notice says what the annual report says. In three places, on our reading, it does not.

• How long the test runs. The notice calls the FY27 performance period a three-year period commencing 1 July 2026 and ending on 30 June 2028, which is two years, and then says testing happens after the full-year results in August 2029, which fits a period ending 30 June 2029.
• What the FY27 bonus measures. Resolution 5 says full payment of the FY27 bonus depends on targets for both EBITDA and underlying profit. The annual report says EBITDA has been dropped from the FY27 bonus.
• Who is out of the peer group. The notice excludes metals, minerals and mining companies. The annual report says Mining, metals and energy companies have been removed.

The explanatory note for resolution 4 also heads itself as the FY26 grant, where the resolution is for FY27. None of this changes the dollar figures, but the period and the bonus measure are terms of the grant, and the meeting is the place to have them confirmed.

The board itself is turning over

Four long-serving directors are leaving over two years. Paul Selig, the director whose career the annual report traces through the print and marketing communications sector, retires at this meeting. Sandra Hook, who chaired the remuneration committee until September, steps down in May 2027, chairman James Todd retires at the 2027 meeting, and Gavin Bell steps down in May 2028.

Our view

The board heard a protest and answered a question about measures. Adding a capital return test is a real change and a sensible one for a business that integrated three acquisitions and moved five business units to a new site in a single year. But the money is where it was, and the year the fixed pay went to $1 million was a year statutory profit fell by a fifth. If last year’s objection was to the size of the package rather than how it is tested, this year’s answer does not reach it.

The stakes are lower than the word “strike” suggests. Because 2025 was under 25 per cent, a large vote against on 25 November would be a first strike, and a spill resolution could not arise before the 2027 meeting. For the trade, IVE is one of the few print businesses whose executive pay is set and voted on in public, so how its shareholders vote is a rare public read on what investors think a print business should pay for.

What we check next

We will report the poll results after the meeting on 25 November, including the vote on the remuneration report and on each of the managing director’s grants.