The CEO of Europe’s largest airline is about to trigger a $108 million bonus that British shareholders can’t vote on because of Brexit

The Dublin-based carrier’s shares currently sit at €20.11 each. Should the stock reach €21 and stay there for 28 consecutive days, O’Leary would be eligible for stock options valued at €100 million ($108 million). But that has some analysts from Barclays worried—and British shareholders won’t even get a say on the pay package for the leader of Europe’s largest airline. 

As with most major bonus payouts to executives, shareholders get the opportunity to vote on whether to approve the payment. However, because of financial regulations imposed since Brexit, shareholders in the U.K. won’t get the chance to do so. Barclays analysts said the fact that not all shareholders will get to vote on the pay package presents a corporate governance risk.  

O’Leary already owns about 3.9% of the company, a stake valued at around $978 million. 

Ryanair and Barclays did not respond to requests for comment.

O’Leary himself, for what it’s worth, has been a staunch critic of Brexit. As far back as 2018, O’Leary warned that complying with the EU’s laws overseeing airlines would be extremely difficult and that he could see flights between the U.K. and the continent grounded. When the U.K.’s economy struggled in late 2022 he blamed it on Brexit, which he called a “car crash.” In his usual colorful style O’Leary opined that the U.K. would eventually rejoin the EU once all the “delusional” Brexiteers died. 

As a result of Brexit, Ryanair implemented a new corporate policy in December 2020 that would restrict U.K. shareholders from voting on corporate matters. The rules were adopted to comply with EU regulations that require airlines from countries within the bloc be majority owned by EU nationals. U.K. shareholders had their existing shares turned into restricted shares that didn’t allow them to vote on governance issues. U.K. nationals were then banned from buying stock in the company, though they are allowed to purchase a different class of shares called American depositary receipts that are available on the Nasdaq. In 2021, when some U.K. investors violated those regulations, Ryanair forced them to sell their shares via an independent broker. 

That, in addition to the fact that executives have signaled they are open to using a portion of the company’s available cash for stock buybacks, raises governance concerns, according to Barclays analysts. 

“This would add further corporate governance complexity,” wrote Andrew Lobbenberg, the head of equity research for the European transportation sector at Barclays.

In November, Ryanair announced its first-ever dividend of roughly $430 million. The stock rose 8% on the back of that announcement.

In order for O’Leary to earn the bonus payment, Ryanair will also have to see net profits of €2.2 billion, which analysts expect to happen. Ryanair has cut its profit forecast for 2023, saying it had to lower prices to keep planes full for various reasons, including the Boeing disaster with Alaska Airlines. 

O’Leary has been the chief executive of Ryanair since 1994 and is considered to be the executive that powered the budget airline to such a prominent status in Europe. To consumers, Ryanair is known for its cheap flights across the continent. For example, a flight from London to Berlin costs just $25 dollars. To shareholders, O’Leary is known for delivering meaningful gains as he’s driven the stock price up 28% over the past 12 months. He also successfully steered the company out of the pandemic-induced travel slump that plagued airlines in 2020 and early 2021. O’Leary has brought Ryanair’s stock up 137% since it plummeted to its low of €8.45 in May 2020. 

The case for why Ryanair’s strong performance might not continue hinges on its relationship with Boeing. The aircraft manufacturer was slated to deliver 57 737 Max planes to Ryanair this summer. Ten of those planes were reportedly already going to be late. Now, the rest of the order could be in jeopardy as well, as Boeing contends with the fallout from its recent maintenance disaster when the door of a plane blew off mid-flight at roughly 16,000 feet. Shortly after that incident O’Leary reiterated his commitment to Boeing, saying he would be happy to purchase leftover aircraft if other airlines canceled their orders. That wasn’t without chastising Boeing publicly for ignoring what he said were repeated warnings over two years to address maintenance issues. O’Leary later said he wasn’t sure if the Federal Aviation Administration’s investigation into Boeing would delay Ryanair’s order.