Compensation Benefits
Australian pension fund rejects Woodside CEO pay package and board reappointments
Australian pension fund HESTA voted against Woodside CEO's remuneration package and opposed the re-election of two directors, citing concerns that the structure was excessive and misaligned with peers.
A wave of investor dissent has hit Woodside Energy after major pension funds rejected its newly appointed chief executive’s pay package and opposed key board reappointments, intensifying scrutiny over executive compensation and the company’s long-term strategy.
The backlash comes as the Board of Woodside Energy formally appointed Elizabeth (Liz) Westcott as Chief Executive Officer and Managing Director. Westcott had been serving as Acting CEO since the departure of Meg O’Neill in December 2025.
According to the company, Westcott brings more than 30 years of experience across the global energy industry. Since joining Woodside in June 2023, she has led its Australian operations, including the Scarborough Energy Project and the Bass Strait operator transition, as Executive Vice President and Chief Operating Officer Australia. Her earlier roles include Chief Operating Officer at EnergyAustralia and a 25-year career at ExxonMobil across Australia, the UK and Italy.
Under her employment terms, Westcott’s Fixed Annual Reward (FAR) on appointment is set at A$2.3 million, covering base salary, benefits, allowances, superannuation, and director fees across Woodside Group companies. She is also eligible for a Variable Annual Reward from FY2026, comprising short-term and long-term incentives.
The short-term incentive (STI) is set at 180% of FAR at target, rising to a maximum of 270%, and will be delivered in a mix of cash and restricted shares with a two-year deferral period. Any STI above target will be delivered entirely in restricted shares.
The long-term incentive (LTI) opportunity reaches up to 300% of FAR, granted in performance rights tested over three years, followed by a further two-year service condition.
However, the scale of the package has triggered strong opposition at Woodside’s annual general meeting.
Australian pension fund HESTA voted against Westcott’s remuneration package and opposed the re-election of two directors, citing concerns that the structure was excessive and misaligned with peers.
“In our assessment the remuneration package constructed for incoming CEO Liz Westcott is not adequately justified,” said HESTA CEO Debby Blakey. “The rise in total incentive opportunity appears excessive for an incoming CEO and out of step with its ASX peers.”
Preliminary results showed around 18% of shareholders opposed the remuneration report, while more than one-third rejected equity-based incentives linked to the CEO’s pay.
The dissent extended beyond Australia, with US pension giant CalPERS also voting against the remuneration report, the equity grant, and all board reappointments.
The AGM itself was marked by visible tension, including a heavy police presence and at least one protester being escorted out by security.
Beyond pay, investors also raised concerns about Woodside’s strategic direction. HESTA warned that the company remains heavily exposed to oil and gas expansion, arguing this increases climate transition risk and calling for a more ambitious shift toward cleaner energy.
Westcott defended the remuneration structure, pointing to her decades of global experience, while acknowledging shareholder dissatisfaction.
“The board expressed that they were very disappointed in the votes,” she said, noting that external consultants were involved in designing the package, but that it ultimately remained a board decision.
The vote signals growing investor pressure on energy companies to justify executive pay packages while demonstrating credible progress on energy transition strategies.
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