Shareholder groups have called for ITV plc to justify a £15m ($27m) "golden farewell" to ex-boss Michael Green.
Michael Green built Carlton into a major broadcasting player
The package was for Mr Green's last year as chairman of Carlton, the firm that recently merged with Granada.
Mr Green's hopes of becoming chairman of the combined ITV plc were blocked by shareholders, prompting his departure.
Investor group NAPF said: "It is a substantial payoff and we are looking forward to seeing the explanation and justification for it."
Pensions consultancy Pirc said the payoff showed shareholders needed more power to scrutinise boardroom pay deals.
Held to account
Mr Green received a compensation payment of £1.8m for the loss of office, in addition to £13.2m in share awards triggered by the merger.
That was despite him never having a formal contract with Carlton during his 20-year reign as chairman of the commercial broadcaster.
"It is a further sign that shareholders need more powers," a spokesman for Pirc said.
"Michael Green did not have a contract with Carlton. The board was using its discretion. Shareholders need legal powers to hold these judgements to account."
Ad market stabilising
The National Association of Pension Funds (NAPF), whose members hold about 20% of all investments in the UK stock market, said: "We raised concerns at Carlton's annual general meeting that shareholders didn't support the remuneration policy being put to the vote."
The payments to Mr Green, disclosed in Carlton's annual report, were approved at the company's AGM in January and made on top of his salary of £843,000, annual bonus of £670,000 and benefits worth £47,000.
Mr Green built Carlton into a major player in the broadcasting sector after the firm wrested control of the London ITV franchise from Thames Television in 1991.
Unveiling annual results on Wednesday, ITV plc said it saw signs that the UK advertising market was stabilising.