Ryanair Chief Executive Michael O’Leary is confronting a potential shareholder revolt over a proposed bonus scheme that could see him receive more than £130 million, the airline’s annual meeting set for Thursday. The plan, announced in June, extends O’Leary’s tenure until 2032 and includes a provision allowing him to buy 10 million shares at €26.70 each, contingent on specific performance targets.

Under the agreement, O’Leary, who has led the budget carrier since 1994, would qualify for the share purchase if Ryanair achieves an annual profit exceeding €4 billion or if its share price remains above €42 for 28 consecutive days within the next six years. The stock currently trades at €23.30, well below the threshold required for the bonus to vest.

Ryanair has maintained that the targets will deliver substantial value to investors. However, the prominent advisory firm Institutional Shareholder Services (ISS) has recommended shareholders oppose the arrangement, citing concerns about the scale of the potential payout. While acknowledging some positive aspects, ISS described the bonus as “potentially very large,” illustrating that a shareholder holding shares currently valued at €420 million could purchase them for €267 million if the share price target is met.

ISS also highlighted risks associated with the bonus structure, noting that reliance on share price as a performance measure could result in payouts driven by broader macroeconomic factors unrelated to O’Leary’s personal performance. Additionally, the profit target applies for only one year within the six-year term, which the advisory firm argued might not adequately incentivize sustained success over the entire period.

Another advisory firm, PIRC, echoed these concerns and advised investors to reject the bonus plan, describing the pay arrangement as having “material” issues.

The disputed bonus plan comes as Ryanair and the broader airline industry face mounting pressures due to geopolitical tensions stemming from the war in Iran, which has pushed fuel prices higher and disrupted travel across Europe. Last week, Ryanair cautioned that sustained increases in global oil prices could drive up airfares on the continent next summer and potentially threaten the viability of some competitors.

In response to the volatile market environment, Ryanair recently lowered its passenger traffic forecast for the fiscal year to 214 million from 216 million, aiming to mitigate exposure to unhedged fuel costs during what it described as an “unprofitable” winter season. The company also anticipates profits will fall short of the record levels achieved last year.

Ryanair’s share price has declined approximately 22 percent this year, retreating from its near €30 peak on the Dublin Stock Exchange in January. This decline adds further difficulty for O’Leary in meeting the performance thresholds necessary to unlock his bonus, intensifying scrutiny ahead of the shareholder vote.