ISS urges investors to reject UniCredit pay report over CEO award

Core Viewpoint - Institutional Shareholder Services (ISS) has recommended that UniCredit shareholders vote against the bank's 2025 remuneration report due to concerns over the CEO's compensation package and its alignment with performance conditions [1][2]. Group 1: Compensation Concerns - The total compensation for UniCredit CEO Andrea Orcel in 2025 amounted to 38 million euros ($44 million), primarily driven by a deferred pay component of 28.6 million euros from 2022, which is subject to a three-year performance review [3]. - ISS highlighted that while the 2026 remuneration policy shows improvements, the scale of the CEO's pay remains problematic, lacking performance conditions of adequate rigor, particularly in the long-term incentive component [2][4]. Group 2: Performance and Adjustments - ISS acknowledged the bank's strong financial performance and high investor returns, which somewhat mitigate concerns regarding the CEO's pay structure [2]. - The advisory firm raised issues regarding the company's decision to increase the deferred pay portion by an additional 30% after the performance period, citing retroactive adjustments that could raise concerns among investors [4]. Group 3: Share Issuance Recommendation - ISS also advised shareholders to reject the proposed issuance of new shares related to the 2022 group incentive system, indicating further governance concerns [5].