Stellantis NV shareholders took the unusual step Wednesday of rejecting the Jeep maker's pay plan for top executives, including chief executive Carlos Tavares.
The move follows criticism by the French government and a small French investor that the CEO specifically was earning too much and his pay package was abnormal.
In a nonbinding shareholder vote, more than 52% of votes cast opposed the company's pay plan, which also includes compensation for board members. The vote took place at the auto maker's annual meeting held virtually in Amsterdam.
A total of 47.9% shareholders voting approved the policy, according to Stellantis.
While the vote carries no weight, it is uncommon for investors to take such a defiant stance at an annual shareholder meeting.
Through March 31, shareholders this year had voted down compensation questions at three companies in the Russell 3000 index, or about 2.2% of those holding votes, according to compensation consulting firm Semler Brossy.
Stellantis, which owns more than a dozen auto brands, including Jeep, Dodge and Chrysler, plans to pay Mr. Tavares €19.15 million, or $20.85 million, for 2021, according to its annual report. That doesn't include long-term incentive payments.
"It is our conviction as a board that in a meritocracy, rewarding on the basis of performance criteria is a fundamental element of our policy," Stellantis chairman John Elkann told shareholders Wednesday.
He added the board would consider the vote, but underscored it was a recommendation.
Mr. Tavares is also confronting criticism from investor Phitrust, a French activist fund, which said in a report that his compensation was too high.
The investor -- which calculated his 2021 compensation at €66 million, including long-term incentives -- questioned whether it could be justified given the group would likely have to cut jobs as part of a massive restructuring.
Stellantis said Phitrust's pay calculations were misleading because they are based on Mr. Tavares having fully reached 2028 objectives, while using today's share price.
The French government took aim at Mr. Tavares's pay Wednesday with Finance Minister Bruno Le Maire describing it as excessive.
Bpifrance, the French state investment bank which owns a 6.15% stake in the company, was among the shareholders to vote against the compensation package.
"We must reflect on the question of managers' pay in relation to the pay of company employees," Mr. Le Maire told French TV on Wednesday.
He added that more closely aligning executive pay with other company employees should be done at the European level or France would lose its best bosses.
France is in the midst of a presidential election with voters set to choose between incumbent Emmanuel Macron and far-right challenger Marine Le Pen in a runoff on April 24.
High inflation and rising living costs have been the dominant themes of the campaign.
Mr. Tavares last year led the formation of Stellantis, a global car company created from the cross-Atlantic merger of Fiat Chrysler Automobiles NV and Peugeot-maker PSA Group.
The newly combined auto maker reported net income of €13.22 billion in 2021, or about $15 billion. Overall, revenue rose 14% last year to €152.12 billion, despite deep production cuts from the continuing computer-chip shortage.
