Proxy titans ISS and Glass Lewis split on MinRes vote for share bonuses dangled in front of Bundey and Ellison

One of the world’s most influential shareholder whisperers has broken ranks with its peers to stand in the way of Mineral Resources chair Mal Bundey and chief executive Chris Ellison reaping bonuses that combined could be worth north of $20 million. Institutional Shareholder Services was the only one out of five major proxy advisers to recommend its clients vote against three agenda items at MinRes’ annual general meeting to be held in Lathlain on Thursday. ISS gave the thumbs down to MinRes’ remuneration report, and the grant of options to Mr Bundey and share rights to Mr Ellison. But ISS’ main global rival — CGI Glass Lewis — has endorsed the remuneration report and bonus packages. Mr Bundey is in line for 780,000 stock options that vest between $30 and $40 a share in three tranches from July 2026 to July 2028. The exercise price for all options is $25.40, while MinRes’ current share price is $48.75, meaning the options are now in-the-money to the tune of $18.2m. “This is excessive and will result in Mr Bundey being the highest remunerated non-executive director in the ASX100,” ISS stated in its report to clients. “This concern is exacerbated by Mr Bundey having benefited from a windfall gain, given that the exercise price was set in the context of operational issues and controversies faced by the company prior to his appointment.” MinRes dangled the options in front of its chair after he started the role in July following corporate governance scandals and operational issues that engulfed the miner — dragging its share price below $15 in April. A MinRes spokesman said the options ensure “strong alignment with shareholders” and reflect “the time commitment the role requires”. “In consultation with institutional investors, Mr Bundey’s remuneration was structured as a one-off options grant that only delivers value if MinRes achieves a substantial and sustained share price increase over three years,” the spokesman said. “The board is confident Mr Bundey will continue to act with integrity, independence and in the best interests of all shareholders, as evidenced by his decisive early actions. The board has taken independent legal advice and determined the grant does not compromise his independence. “Since assuming the role of chair in July, Mr Bundey has driven board renewal, prioritised balance sheet strength, facilitated a strong operational performance and demonstrated a commitment to transparency and governance reform.” ISS also recommended a vote against Mr Ellison receiving long-term share incentives that are currently worth a maximum of $6.7m. Those shares will vest after June 2029 and the MinRes founder is eligible to retain a “pro-rata” share of the incentives if he participates in a “smooth transition to his successor”. Mr Ellison has previously agreed to step down from the top job before the end of May next year. CGI Glass Lewis, meanwhile, was in favour of the performance bonuses for the duo and sung the MinRes chair’s praises. “Within weeks of assuming the role, Bundey refinanced $US700m of debt at a lower interest rate and began ranking the company’s assets for potential divestment, signalling a pragmatic focus on deleveraging and restoring balance-sheet strength,” Glass Lewis stated. “In our view, the developments throughout 2025 reflect a measured but necessary transformation of Mineral Resources from a founder-centric organisation to one under independent and professional stewardship. “Overall, we consider Mineral Resources to have emerged from a period of significant turbulence with improving governance oversight, financial discipline and shareholder alignment.” Ownership Matters, the Australian Shareholders Association and the Australian Council of Superannuation Investors are also in favour of all MinRes resolutions at the upcoming AGM. ISS and Glass Lewis are the two biggest proxy advisory firms in the world.