People

The People Running Greggs

Greggs is a textbook FTSE 250 governance setup: an independent chair, a CEO promoted after twelve years inside the building, a long-serving chief financial officer, six independent non-executives, full UK Corporate Governance Code compliance, and a 97.85% advisory vote in favour of the latest pay report. The single asterisk on an otherwise quiet file is economic alignment — the entire executive team plus chair holds roughly 95,000 shares between them on a base of 102.3 million in issue, so the people running the bakery own roughly 0.09% of it. That is the lens through which to read everything below.

1. The People Running This Company

The board has nine directors at the time of the 2024 annual report — two executives, an independent chair, and six non-executives — all of whom the board itself classifies as independent on appointment. Roisin Currie was promoted from Retail and Property Director to chief executive in May 2022 after twelve years at Greggs and twenty earlier years at Asda; she was awarded a CBE and now sits as an independent non-executive director on the Howden Joinery board (her one permitted external directorship). Richard Hutton, who has run finance since 2006 and joined the board the same year, remained CFO through the FY2025 preliminary results signed in March 2026. Matt Davies, the former Tesco UK and Halfords chief executive, took the chair from Ian Durant on 2 August 2022.

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The FY2024 board attendance record was almost perfect: Currie, Hutton, Davies, Mills, Weedall and Elsarky all attended every one of seven board meetings; Ferry missed two following surgery; Rogers attended every meeting from her June appointment. The most interesting human-capital story sits not in the boardroom but in the audit committee chair seat. The original successor to Ferry, ex-WH Smith CFO Robert Moorhead, accepted the role in July 2025 then withdrew his candidacy in November 2025 after WH Smith launched an internal investigation into a £30 million accounting hole in its North American business — a black mark Moorhead was associated with by chronology if not by fault. Greggs reopened the search and announced Richard Smothers, formerly CFO of Greene King and Mothercare with fourteen years at Tesco, on 16 December 2025; he joins on 1 February 2026 and takes the audit chair from Ferry on 6 March 2026. The episode tested the nominations process and, on balance, the board acted decisively rather than defensively.

2. What They Get Paid

The single-figure totals are modest by FTSE 250 standards. The CEO earned £1.81 million in 2024 (up just 3% on 2023), the CFO £1.19 million (down 18% as the bonus dropped); fees for independent NEDs sit between £62k and £72k; the chair takes £261k. The 2025 base-pay rise of 3.5% for both executive directors was set proportionally below the 6.1%+ awarded to 84% of the workforce.

The pay is what it should be: variable. Currie's bonus paid only 53% of the maximum 125% of salary and the 2022 PSP grant vested at 66.8%, both reflecting that Greggs missed its very stretching like-for-like sales target despite delivering 5.5% LFL growth, then missed its evening-sales and delivery-sales targets. The Committee did not exercise discretion to raise vesting; it took the formula. The CEO-to-median pay ratio of 68:1 in 2024 has come down materially from 126:1 in 2019 and 98:1 in 2021, reflecting both subdued bonus outcomes and aggressive shop-floor pay rises (over 84% of the workforce got 6.1%+ in 2025). Pension contributions for the executive directors were aligned to the workforce rate (6%, rising to 7% in 2025) as far back as January 2024 — a real, not cosmetic, alignment that some FTSE 250 peers have not yet matched. The FY2024 remuneration policy was passed at the 2023 AGM with 97.89% support; the FY2024 implementation report received 97.85% at the 2024 AGM. Shareholders are not unhappy.

3. Are They Aligned?

This is where the governance file gets thinner. Total beneficial ownership across all named directors at the 28 December 2024 year-end was roughly 95,091 shares against 102,255,675 in issue — about 0.09% of the company. Royal London, Vanguard, BlackRock and Schroders each individually own fifty to sixty times more than the entire board.

The substantial-shareholder table tells the alignment story bluntly: Greggs is around 76–88% institutionally owned (estimates vary by source and year), with no single holder above 5%, no founder family stake, no controlling block, and effectively no hedge funds. Schroders and Royal London were notified at 4.96% and 4.94% respectively at 3 March 2025; BlackRock, JPMorgan and Silchester have all filed TR-1 notifications recently. The top sixteen institutions hold roughly half the share capital, which makes the AGM votes meaningful and the board genuinely accountable to professional money rather than to insiders.

Insider activity (limited disclosure). UK PDMR dealings appear via RNS as they happen; this run did not pull a structured PDMR feed, so the picture is incomplete. The signal from the press record is mixed but mostly mechanical:

Hutton's October 2024 sale of 65,000 shares at £28.51 was a one-day £1.85m disposal that coincided with him exercising long-dated PSP options that produced a gain of more than £1.9m in the year (FY2024 alone he exercised 17,268 + 20,906 = 38,174 PSP shares); against shares he holds 62,105 directly with vested-but-unexercised options on top, the trim looked like portfolio rebalancing rather than loss of confidence. His November 2025 sale of 7,438 shares at £15.71 — a price almost half what he had been selling at thirteen months earlier — is more telling, because it happened with the share down sharply on consumer-confidence headwinds. Chair Matt Davies put £20k of his own money into the stock at £16 in August 2025, a small but real bottoming-style buy. CEO Currie's October 2024 purchase of fourteen shares (£404) and her later twenty-nine-share purchase look like tokenistic SIP/SAYE participation, not conviction trades. Greggs now uses a 200%-of-salary minimum shareholding guideline and a post-employment holding rule; Currie sat at 124.5% of salary at year-end (still building toward 200% three years into the role) and Hutton at 401%.

Dilution and capital allocation. Share issuance is small and almost entirely employee-driven (PSP, SAYE, SIP). The 2024 AGM authorised the company to buy back up to 10.1 million ordinary shares (~10% of capital); that authority went unused at year-end and is up for renewal at the 2025 AGM. Cash returns have leaned on dividends rather than buybacks: 2024 distributed £106.8m including a 40.0p special dividend; the 2025 ordinary dividend was held flat at 69.0p as capex peaked at £287.5m for the Derby and Kettering distribution centres. Net cash sat at £45.8m at end-2025. Capital allocation has been disciplined and shareholder-friendly even as the consumer environment softened.

Related-party behaviour. The 2024 Annual Report states the Group has no contractual or other relationships with any single party essential to the business, and no related-party transactions were flagged in the audit committee review. The auditor (RSM UK Audit LLP, appointed 2021 after a tender) earned £24,450 in non-audit fees during 2024 — turnover-certificate work for shop landlords, equal to 7.8% of the audit fee. That ratio is well below the FRC's typical alarm threshold.

Skin-in-the-game: 4/10. The 200%-of-salary shareholding guideline plus a two-year post-employment holding period are best practice; the CEO is still building toward the threshold; the CFO is comfortably above it. But in absolute terms, the executives own a rounding error of the company. There is no founder stake, no promoter, no anchor. Alignment runs through PSP vesting and bonus mechanics — both of which have proven that they actually move (the 2024 bonus paid 53% not 100%, and PSP vested at 66.8% not 100%). The compensation system bites; the equity stake doesn't.

4. Board Quality

The board scores well on independence, attendance and the basic mechanics; less well on retail-operations depth outside the executive line.

The board structure is unusually clean for a UK retailer: every independent NED sits on every committee, attendance was 100% across the board for almost every member (Ferry's three absences are explained by surgery, fully recovered), the audit committee was formally evaluated by external facilitator Calibro Consulting in 2024 and rated as functioning well, and the FRC limited-scope review of the 2023 accounts produced no enforcement action. Nigel Mills is a credentialled SID with parallel SID seats at Persimmon and John Wood Group — a pattern that some governance hawks consider over-boarded but that Greggs's external evaluation accepted.

The expertise mix is genuinely diverse for a £2bn revenue bakery: a sitting FTSE 100 CFO (Ferry / soon Smothers), a multi-FTSE Chair (Davies), a global consumer marketing leader (Rogers), a senior HR specialist (Weedall), and a global consumer-goods veteran (Elsarky). The one gap a retail-investor might flag is genuine in-shop, food-on-the-go operations experience outside Currie herself; nobody on the NED bench is currently running a comparable hospitality estate. The chair has indicated 2025 board-development objectives that include validating "the operational structure is optimised towards continued achievement of the business plan" — code for owning that gap explicitly. Kate Ferry's six-year tenure ends within UK Code expectations; her departure plus Smothers's arrival means 2026 will see two newcomers on the audit committee, a meaningful refresh. The 2024 AGM passed every resolution including remuneration with 97%+ support, a sign that the institutional shareholder base is comfortable with the current setup.

The single residual flag is the Moorhead episode: the Nominations Committee, supported by Spencer Stuart, picked a candidate who then had to withdraw because his prior employer disclosed an audit problem under his watch. The board did the right thing in accepting the withdrawal and replacing him quickly with a credentialled alternative, but the original due-diligence process did not surface the WH Smith risk in time. Read it as a process near-miss rather than a governance failure.

5. The Verdict

The single thing most likely to upgrade the grade to A− is a sustained period of director buying at depressed prices (Davies's August 2025 £20k buy at £16 is a positive token; more would matter), Currie crossing the 200% shareholding threshold organically, and a clean transition of audit-chair responsibilities to Smothers in March 2026 with no further wobbles. The single thing most likely to downgrade it is any indication that the recent FY2025 VAT self-disclosure (£4.5m exceptional, self-identified and reported to HMRC) reflects systemic control weakness rather than a legacy clean-up — the audit committee's UK Code 2024 material-controls work, due to land in 2026, will be the test.