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Xero's [NZX: XRO] board is seeking a 70 percent boost to its pool for directors' fees, having bolstered its governance team with former Microsoft chief financial officer Chris Liddell taking over the chair in February.
Shareholders will be asked to increase the total pool for Xero's eight directors to $850,000 from $500,000 at the company's July 23 annual meeting in Wellington, according to the notice of meeting. Of that, some $214,000 is expected to be unallocated, to give Xero scope to add another director if needed. Xero spent $280,000 on directors' fee in the year ended March 31 of its $500,000 pool, up from $243,000 a year earlier. That doesn't include the $395,000 salary package for chief executive Rod Drury.
"The proposed increase in the non-executive remuneration cap will enhance the board's ability to attract and retain directors of the highest calibre to help drive Xero's continued success," the company said. "The increase in the remuneration cap also brings Xero's non-executive director remuneration into line with current rates, particularly those in offshore markets such as the US."
Xero last bumped up director fees in 2012, when it doubled the pool to $500,000, its first increase since listing in 2007. That increase was designed to pay for two foreign directors and give it scope for a third if necessary.
Since then, Liddell, California-based Bill Veghte and Sydney-based director Lee Hatton have been added to the board.
Shareholders will also be asked to vote on granting options and shares to Liddell and Veghte rather than cash for their annual directors' fees, which Xero's board set at $220,000 and $176,000 respectively.
"It has been a deliberate strategy to transition from a New Zealand-based company to be a more US-centric company as we expand globally," chief executive Rod Drury said in a letter to shareholders. The board needed "headroom to be able to remunerate our directors in line with US market expectations and be able to grant new directors sufficient equity in Xero to attract them to our business."
Other resolutions to be ratified are the election of Veghte and Liddell to the board, and the re-election of Sam Morgan and Graham Shaw.
Shares in Xero rose 1 percent to $26.01, having slumped from a record $45.99 in March.