Management and Board pay

Outline of the remuneration structure for Directors and managers

	FIXED COMPENSATION		VARIABLE COMPENSATION
EMPLOYEE CATEGORY	BASE (Upfront)	PENSION PLAN CONTRIBUTION	SHORT TERM INCENTIVE (Annual scorecard)		LONG TERM INCENTIVE (Strategic Plan 23 -26)
			5Y deferral - 60% deferred*		5Y deferral - 60% deferred*
	CASH	CASH	CASH	SHARES	CASH	SHARES
Non Executive Directors included Chairman	100%
Executive Directors	100%	100%	47%	53%		100%
Executives Senior Management	100%	100%	47%	53%		100%
	Upfront		4 Y Deferral - 40/60% deferred*		4 Y Deferral - 60% deferred
Other Executives (Material Risk Takers)	100%	100%	50%	50%		100%

* If variable amount equal or higher than € 436,000 for 2025 and higher than € 456,000 in 2026

Chairman’s remuneration

The Chairman of the Board receives fixed remuneration only.

Remuneration of non-executive directors

The general meeting establishes fixed fees for the non-executive Directors without any incentives linked to the bank’s performance. They also receive third-party liability insurance coverage.

	DIRECTORS’ COMPENSATION, FY 2023-26
Compensation approved by shareholders in AGM	2,500,000
No. of members	15
Board of Directors Compensation payable to each Director Additional compensation payable to Deputy Chair	1,570,000 100,000 35,000
Executive Committee (2 members) Compensation payable to each member	160,000 80,000
Appointments Committee (5 members) Compensation payable to each member Additional compensation payable to Committee chairperson	135,000 25,000 10,000
Risks Committee (5 members) Compensation payable to each member Additional compensation payable to Committee chairperson	370,000 70,000 20,000
Remuneration Committee (5 members) Compensation payable to each member Additional compensation payable to Committee chairperson	185,000 35,000 10,000
Related Parties Committee (4 members) Compensation per member Additional compensation for Committee Chair Sustainability Committee (5 members + 1 executive Di	70,000 15,000 10,000
Sustainability Committee (5 members + 1 executive Director) Compensation per member	125,000 25,000
Compensation for Lead Independent Director	20,000

Remuneration of Mediobanca’s CEO and General Manager

The remuneration of the Mediobanca CEO and the Group General Manager, if appointed,is regulated by individual agreements approved by the Board of Directors, and comprises:

Fixed salary. This amounts to €1,500,00 for the Group General Manager in office at the date of this resolution (unchanged since 1 July 2011).
A variable annual component (short-term incentive) which only accrues if the gateways stipulated in this Policy (see the section entitled “Gateways and risk-performance correlation”), commensurate with the quantitative/financial and qualitative/nonfinancial erformance indicators contained in an individual scorecard approved annually by the Board of Directors at the Remunerations Committee’s proposal being met. the annual short-term variable component can be as much as 2x the fixed remuneration, having regard to the 2:1 cap.

The short-term incentive may be structured in relation to any long-term incentive plan that may be introduced when a new strategic plan is introduced, to provide for a different pay mix between the two components, and in any case in accordance with the cap set by the Group Remuneration Policy in force at the time, inter alia pro rata if plans are introduced or changed in the course of the same financial year.

The scorecards include financial and non-financial performance objectives for their respective areas of responsibility, bearing in mind that the combination of KPIs used for senior roles is focused on objectives to be met at the Banking Group level, based among other things on a prudential approach. The financial objectives may, for example, regard: risk-adjusted profitability; risk indicators; revenues, at Group level or for specific Divisions and/or areas of responsibility; other objectives consistent with the guidelines of the Strategic Plan with regard to capitalization, liquidity or new business initiatives, Each objective is weighted according to the relevance assigned to it by the Board of Directors and the actual margin of autonomy in terms of decision-making. The objectives are chosen on the basis of the KPI Bluebook.

Non-financial ESG and CSR objectives, including in the form of projects, are also an integral part of the 62 scorecard, linked to the role of the CEO and Group General Manager as “enablers” of Environmental, Social and Governance initiatives to support value creation for society (e.g. in the areas of human capital, social responsibility, and innovative content).

All the objectives included in the scorecard are appropriately weighted to guarantee an overall weighting of 100%, as follows:

85% of the overall weighting refers to financial KPIs, with 10% reserved on a fixed basis for financial ESG objectives;
15% refers to non-financial qualitative indicators, which are pre-established and expressed in the evaluation drivers.

The incentivization curve is structured so that the overall objectives being met triggers the payment of a variable component, which is structured as follows: 170% of the fixed annual salary if the financial and non-financial targets are met, and 200% in the event of outperformance in both:

When the financial targets, which represent 85% of the total KPIs, are met and exceeded, the amount of the bonus payable to the Mediobanca CEO and the Group General Manager is comprised in a range between 150% (when the target, which is usually set on the basis of the budget and/or in accordance with the annual subdivision of the Strategic Plan targets) and 170% (in the event of out-performance and/or especially outstanding results, determined specifically on the basis of the individual type of objective involved) of their annual gross fixed salary for the respective weighting. An amount equal to between 100% and 150% of their annual gross salary accrues if at least 85% of the target or threshold set by the Group Risk Management Unit is met, consistent for each KPI with the RAS indicators if higher. The measurement is performed by means of linear interpolation.
The qualitative KPIs section with their respective weightings, up to a total of 15% of all the KPIs, is included in the scorecard’s functioning and assessed via specific pre-established drivers (also linked to earnings indicators where appropriate), and finalized using an evaluation scale based on their achievement.
The variable remuneration is determined by adding together the results of each of the targets, each based on their own weighting.

Deferral rules

The time horizon over which the variable remuneration is distributed, in cash and shares, is therefore six years for senior management and five years for the other Identified Staff.

An overview of the timing for the various distributions is shown in the table below:

	Anno T	T+1	T+2	T+3	T+4	T+5
Senior Management with variable remuneration >= € 456,000	20% Upfront cash	20% Upfront equity	13% Deferred cash	11% Deferred equity	11% Deferred equity	11% Deferred equity 14% Deferred cash
Senior Management with variable remuneration < € 456,000	25% Upfront cash	25% Upfront equity	11% Deferred cash	9% Deferred equity	10% Deferred equity	9% Deferred equity 11% Deferred cash
Other Identified Staff with variable remuneration >= € 456,000	20% Upfront cash	20% Upfront equity	15% Deferred equity 5% Deferred cash	15% Deferred equity 5% Deferred cash	20% Deferred cash
Other Identified Staff with variable remuneration < € 456,000	30% Upfront cash	30% Upfront equity	10% Deferred equity 5% Deferred cash	10% Deferred equity 5% Deferred cash	10% Deferred cash

CEO compensation FY25