Institutional Shareholder Services (ISS) has recommended that UniCredit shareholders vote against the Italian bank’s 2025 remuneration report at the upcoming general meeting on March 31. The recommendation stems from concerns over the scale and structure of CEO Andrea Orcel’s compensation package. UniCredit is a global banking and financial services company. It offers a range of services including corporate and investment banking, commercial banking, and wealth management.
According to an ISS document seen by Reuters, the firm acknowledges improvements in UniCredit’s 2026 remuneration policy and incentive system, deeming it an ‘acceptable framework’. However, ISS maintains reservations about the size of the CEO’s potential total compensation, suggesting the package’s performance conditions might lack sufficient rigour, particularly within the long-term incentive component.
Andrea Orcel’s total compensation for 2025 amounted to 38 million euros, approximately $44 million. This sum includes deferred pay, with a significant portion—28.6 million euros—originating from Orcel’s 2022 variable pay. This deferred portion was subject to a three-year performance review spanning 2023-2025.
ISS has raised concerns over the bank’s decision to retroactively increase this deferred portion by an additional 30% following the performance period. This adjustment was achieved by incorporating 2022 social security contributions, legal end-of-employment indemnities, and benefits into the base used to calculate variable compensation. Furthermore, ISS has advised shareholders to reject the proposed issuance of new shares for the 2022 group incentive system.
