The first vesting date is in September 2023. The hurdle means Future would have to create more than £4bn in extra shareholder value to trigger the maximum payment.
The company has been buying magazines, websites and price comparison firms and refocusing them as online titles funded by advertising and e-commerce referral revenues, which account for most of its turnover.
Titles such as TechRadar review products and earn a fee for referring readers to Amazon and other retailers.
Ms Byng-Thorne’s salary rose 21pc last year to £575,000 under the policy, which meant her total pay packet could reach £3.3m through bonuses.
In an effort to appease shareholders, Future plans to keep her salary the same for at least two years and is cutting her pension contributions from 15pc to 6pc to bring them in line with its workforce. However, the potential for her to earn a bonus worth triple her salary remains in place.
Institutional Shareholder Services, another proxy advisory group, has also called for opposition to the remuneration report over the decision to pay former finance boss Rachel Addison bonuses in cash rather than shares.
ISS added: “Deferred remuneration is much more easily recovered than is remuneration that has already been paid out in cash. The former is subject to malus (the cancelling of deferred but unreleased) but the latter would only be subject to clawback, which could be impractical or in fact impossible (from a legal perspective) for the company to apply.”
Future said it had a longstanding policy of keeping remuneration under review and engaging constructively with shareholders.
“We are disappointed Glass Lewis declined our offer to engage with them on this matter and that their report does not fully reflect the engagement we have had with shareholders both prior to and following last year’s AGM to inform our decision-making.”
On Ms Addison’s bonus, Future added: “The accelerated vesting of Rachel Addison’s performance share plan and deferred annual bonus scheme awards was significantly more than offset by the remuneration committee’s decision to lapse entirely two tranches of [value creation plan] units that she had been entitled to.”