WH Smith boss faces pay revolt at his first annual meeting Steve Clarke, chief executive of WH Smith, is facing a pay revolt at his first annual meeting in two weeks time amid calls for shareholders to vote down the retailer's remuneration report. Pensions & Investment Research Consultants (PIRC), has issued a note to institutional investors warning that parts of WH Smith's pay policies are "not best practice." The investor advisory group has raised concerns about Mr Clarke's incentive awards and the last pay deal awarded to Kate Swann, the stationer's former boss who left in June last year. It has concluded: "Over all it is recommended shareholders oppose the Remuneration Report." The investor group has complained that Ms Swann has retained incentive awards rather than exercising them when she left the company. Ms Swann, who was credited with turning a strong revival at WH Smith, earned £600,000 in salary, plus a £871,000 cash bonus for the 10 months work until June. Almost immediately she started her new job as chief executive of SPP, which runs food and drinks franchises at airports and railway stations. She also retained 1.13m share awards in the company, worth £11.3m, at today's share price. "We note the stated aim of the pay policy is retention," PIRC has said. It is unclear how permitting directors to keep awards on resignation aids retention. Mr Clarke is being paid a lower salary, at £480,000 a year, than Ms Swann. But PIRC has raised concerns about Mr Clarke's incentive scheme which could potentially pay out 500pc of the new boss's salary. "Although multiple performance criteria are used they are measured separately and pay out is possible of a single criteria," said the warning. PIRC has also criticised use of relative dividend payments as part of the company's incentive scheme. "Linking dividend distribution directly to pay introduces a personal conflict of interest into decisions that should properly be based on the proper execution of statutory duties," PIRC has said. Noting that WH Smith has made changes to its executive pay schemes "in each of the last three years," the investor group added: "PIRC does not consider annual changes to criteria to be best practise." A spokesman for WH Smith said that the departure package for Ms Swann reflected her desigantion as a "good leaver" and had been "fully approved" by shareholders.