Northam Platinum Holdings faces a binding shareholder vote on executive pay for the first time following years of investor opposition to its remuneration policies.

The October 26 vote at the South African miner’s annual general meeting is asking shareholders to approve an approach to remuneration that the world’s biggest proxy-advisory firm, Institutional Shareholder Services Inc., describes as “overly generous,” and some major US investors have said they’ll vote against it.

The vote at Northam — which opened itself to potential takeover or asset-sale proposals after an unsolicited approach earlier this year — is binding under South Africa’s amended Companies Act.

A rejection of resolution 5.2 wouldn’t reverse pay already awarded, but would require the remuneration committee to explain at the next AGM how shareholder concerns were addressed. Its members would also have to stand for re-election to the committee.

Over the last decade, shareholder opposition to Northam’s remuneration policy and remuneration implementation reports, the subject of non-binding advisory votes, has ranged from 10% to 67%, significantly higher than at bigger rivals Impala Platinum Holdings and Valterra Platinum

Northam CEO Paul Dunne was paid R80.5-million in the year ended June 30 and R223.6-million in fiscal 2025.

That’s more than the pay of the leaders of Northam’s two bigger competitors.

In the 2026 financial year, Impala Platinum Holdings CEO Nico Muller’s total pay was R69-million, while Craig Miller, the head of bigger rival Valterra Platinum, received about R46-million in the year ended December 31, 2025.

Northam’s remuneration policy and implementation reports were approved by a supermajority last year following extensive, proactive consultation with shareholders during the preceding year, the company said in an emailed response to questions.

“Ultimately, Northam is guided by the supermajority of its shareholders and not by the ISS recommendations,” it said. “The company has to be guided by what the supermajority of shareholders finds acceptable and cannot accommodate all shareholder views, as much as it sets out to do so.”

The platinum producer says it’s “factually incorrect” that it pays executives more than their peers, citing a report it commissioned from Deloitte to benchmark compensation.

The report found Northam’s CEO and chief financial officer “have a lower on-target incentive opportunity relative” to other mining executives “and as such, their total remuneration for on-target performance is at the bottom of the peer group.”

ISS raised concerns that a large proportion of the share-incentive plan, or SIP, can vest even if performance targets are missed.

“Material concerns remain regarding the vesting arrangements applicable to SIP awards,” ISS wrote in a note to clients ahead of the AGM. “The ability for a significant proportion of awards to vest below target performance levels continues to weaken the alignment between pay and performance.”

ISS, while recommending clients vote in favor of the remuneration-policy resolution, urged them to vote against the remuneration report, which details how the company implemented its pay policy, for at least the fifth consecutive year.

Glass Lewis & Co, ISS’s biggest rival, advocated approving both resolutions but noted “the company’s remuneration practices have been the subject of significant shareholder dissent.”

The State Board of Administration of Florida, which oversees more than $280-billion, plans to vote against the remuneration report. Canada’s British Columbia Investment Management Corp, which oversees $224-billion, will do the same.

While both are among the biggest North American public-sector institutional investors, they hold small stakes in Northam.

“The vesting framework remains overly generous relative to market practice, allowing substantial reward delivery without full target achievement,” Florida SBA said in its reasoning for how it will vote on the resolution.