Remuneration policy
Our remuneration policy, which is updated on a regular basis to reflect changes in the Italian and European regulations, allows us to attract and retain the professionals we need for our Group to grow.
At the Annual General Meeting held on 14 April 2026, shareholders approved the new Group Remuneration Policy, which, aligned with the most recent changes in the Italian and European regulatory framework, reflects enhanced remuneration governance, criteria and processes.
Compared to the previous version, the new Mediobanca Group Remuneration Policy:
- Reflects changes in the Group’s corporate governance, following the completion of the public exchange offer launched by Monte dei Paschi di Siena for Mediobanca;
- Revises the quantitative rules for the gateways triggering the payment of variable remuneration, consistent with the revised version of the Risk Appetite Framework, and strengthening the alignment between risks, the Bank’s performance, and the remuneration and incentivization systems;
- With a view to progressive alignments with the requirements of the Pay Transparency Directive soon to be introduced, in the section on the Italian regulatory framework, provides detailed information on the policies, processes and metrics adopted in relation to the Gender Pay Gap, Equal Pay Gap and Adjusted Pay Gap with quantitative and qualitative information provided regarding the Group’s positioning;
- Enhances the disclosure provided in order to ensure increasing transparency and clarity of exposure.
In line with the past, the Policy:
- Highlights the links between remuneration policy, corporate sustainability and ESG objectives;
- Is aligned with the applicable regulations;
- Enables the areas of the Bank and Group which create value, including in corporate social responsibility terms, to be suitably rewarded based on objective performance criteria;
- Allows the Group to attract and retain professionals with the appropriate skills for its needs;
- Is aligned with the policies adopted by other leading Italian and international operators.
A cap on variable remuneration continues to be adopted, set at 200% of fixed remuneration, with the exception of beneficiaries working for companies subject to other sector regulations (such as asset management or investment companies), for whom different limits are set.
Cap on variable remuneration set at 200% of fixed remuneration
As provided by the European Capital Requirements Directive (CRD) on capital requirements for banks, we have set a cap on variable remuneration at 200% of fixed remuneration.
This enables us to:
- Maintain flexibility and minimize fixed costs;
- Align interests and encourage the achievement of sustainable results;
- Attract and retain talented staff in a competitive market scenario;
- Reward performances, and link individual performance to the Bank’s results.
Payment of bonuses is subject to specific indicators known as “gateways” being met. Individual bonuses are based on documented assessment of quantitative and qualitative performances, with particular attention being focused on compliance issues.
Exceptions to this cap (up to 5:1) are permitted for persons working in Asset Management and staff employed by companies subject to different sector regulations, for which different limits are set.
All gateways for payment of variable remuneration were met:
- Capital and liquidity ratios confirmed, as defined in the Risk Appetite Framework;
- Operating profit delivered at Group level;
- CEO and Group General Manager: 2025 scorecard objectives delivered (variable remuneration 50% STI – 50% LTI 2023-26), variable remuneration paid over five-year time horizon and subject to additional performance conditions, malus conditions and clawback.
Remunerations policy neutrality
The Group Remuneration Policy reflects neutrality principles to ensure equal treatment regardless of gender or any other form of diversity, basing evaluation and remuneration criteria exclusively on merit and professional ability. The Group is committed to offering remuneration in line with the market, reflecting every employee’s role, capabilities, contribution to the company’s performance measured objectively, professional skills and experience, and so guaranteeing that the principle of equal opportunities is applied in practice.
The Mediobanca Group pursues the objective of balance between genders at all levels of the company, focusing in particular on senior and management positions where the gender gap is most felt. In every announcement made for selection processes, all candidates in possession of the requisite professional qualifications and/or experiences are encouraged to apply. The same principle applies to the evaluation process for opportunities arising within each individual Group Legal Entity (transfers between organizational units) or within the Group (intra-Group transfers).
In its regular review of the policies in force, the Board of Directors, with the Remunerations Committee’s support and the Sustainability Committee’s involvement, analyses the Group Remuneration Policy from a gender neutrality perspective, monitoring the gender pay gap and its development over time.
See also the Mediobanca Group Human Resource Management Policy.