Remuneration Information • Mar 22, 2024
Remuneration Information
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in accordance with articles 123-ter of the Italian Consolidated Law on Finance and 84-quater of the Consob Issuers' Regulations
Approved by the Board of Directors on 19th March 2024
Issuer: Recordati Industria Chimica e Farmaceutica S.p.A. Website: www.recordati.com Financial year to which the Report refers: 2023
| Letter from the Chair of the Committee for the Remuneration and the Nominations 5 | ||
|---|---|---|
| Introduction 6 | ||
| Executive Summary 8 | ||
| 2024 New Features 11 | ||
| Section I: 2024 Remuneration Policy Report 12 | ||
| 1. | Engagement and remuneration policies 13 | |
| 1.1 | Voting results and investor feedback 13 | |
| 1.2 | Engagement activities carried out by Recordati 14 | |
| 1.3 | Pay mix of the Chief Executive Officer and Key Management Personnel 14 | |
| 2. | Governance of the remuneration process 15 | |
| 2.1 | Bodies and persons involved 15 | |
| 2.1.1 | Shareholders' Meeting 15 | |
| 2.1.2 | Board of Directors 15 | |
| 2.1.3 | Remuneration and Nominations Committee 17 | |
| 2.1.4 | Other intra-board Committees 19 | |
| 2.2 | Policy approval process 19 | |
| 2.3 | Independent experts and other persons involved 20 | |
| 2.4 | Derogation procedure in exceptional circumstances 20 | |
| 3. | The Company's Remuneration Policy 21 | |
| 3.1 | Purposes of the Policy and its link with corporate strategy 21 | |
| 3.1.1 | Recordati's Sustainability Plan 23 | |
| 3.1.2 Compensation and working conditions of employees 24 | ||
| 3.2 | Principles and criteria underlying the Policy 24 | |
| 3.3 | Implementation of the 2024 Remuneration Policy 24 | |
| 3.4 | Remuneration of the Board of Directors and of the Board of Statutory Auditors 24 | |
| 3.4.1 | Remuneration of the Board of Directors 25 | |
| 3.4.2 | Remuneration of the Board of Statutory Auditors 25 | |
| 3.5 | Remuneration of the Chair of the Board of Directors 25 |
| 3.6 | Remuneration of the Chief Executive Officer and of Executive Directors 26 | |
|---|---|---|
| 3.6.1 | Market references and peer groups 27 | |
| 3.6.2 | Fixed component of remuneration 27 | |
| 3.6.3 | Short-term variable component (Group STI) 28 | |
| 3.6.4 | Long-term variable component (LTI) 32 | |
| 3.7 | Remuneration of Key Management Personnel 33 | |
| 3.7.1 | Fixed component of remuneration 34 | |
| 3.7.2 | Short-term variable component (STI) 34 | |
| 3.7.3 | Long-term variable component (LTI) 36 | |
| 3.8 | Further information on remuneration 36 | |
| 3.8.1 | Other Compensation Items 36 | |
| 3.8.2 | Non-monetary benefits 37 | |
| 3.8.3 | Severance indemnity 37 | |
| 3.8.4 | Additional insurance, social security and pension coverage 37 | |
| Section II: Report on the remuneration paid for 2023 38 | ||
| Introduction 39 | ||
| Part I 40 | ||
| 1. | Results of votes 40 | |
| 2. | Activities of the Remuneration and Nominations Committee 41 | |
| 3. | Fixed remuneration 42 | |
| 4. | Variable remuneration 42 | |
| 5. | Remuneration for participation in board committees and for members of the Board of Statutory Auditors 45 |
|
| 6. | Non-monetary benefits 45 | |
| 7. | Information on the consequences of termination of employment or management relationship 45 | |
| 7.1 | Annual variations in remuneration paid and corporate performance 45 | |
| Part II 47 | ||
| Table 1 - Remuneration paid to Directors, Statutory Auditors, General Managers and other Key Management Personnel 47 |
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| Table 2 - Stock Options assigned to Directors, General Managers and other Key Management | ||
| Personnel members 52 Table 3A – Incentive plans based on financial instruments, other than stock options, in favour of |
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| Directors and other Key Management Personnel 53 Table 3B - Monetary incentive plans for Directors, General Managers and other Key Management |
| Table 4 - Shares held by Directors, Statutory Auditors, General Managers and other Key | ||
|---|---|---|
| Management Personnel 55 |
of the Committee for the Remuneration and the Nominations
Dear Shareholders,
Together with the other members of the Remuneration and Nominations Committee, I hereby present to you the Report on the 2024 Remuneration Policy and compensation paid for 2023, structured as required by article 123-ter of the Consolidated Law on Finance and approved by the Board of Directors on March 19th, 2024.
In 2023, the global economy experienced a mix of recovery and challenges due to ongoing geopolitical tensions, supply chain disruptions and inflationary pressures. The pharmaceutical industry saw continued advancements in research and development, particularly in areas such as personalized medicine and gene therapy. Drug pricing debates, intellectual property rights, and regulatory challenges also remained key issues within the industry. Despite these difficulties, the Company was able to achieve outstanding results, thanks to the extraordinary commitment of its employees.
In this context, we believe that the remuneration policy is well structured to sustain results by guiding Company behaviours and appropriately rewarding the contribution of our people.
The work of the Committee has been enriched by in-depth analysis of the vote implemented at the last Shareholders' Meeting as well as engagement sessions with shareholders and proxy advisors. Following this analysis, we have made some improvements to the Policy to further align the interests of Shareholders and Stakeholders. In addition, the Policy, acting in full compliance with the Italian and European reference legislation, continues to incorporate market best practices.
During 2023, in particular, the Remuneration and Nominations Committee has:
Continuous improvement is a Recordati value which also impacts our behaviour. To further aligning to the current legislation and improving the transparency and usability of this Policy, Recordati has decided:
I would like to take this opportunity to express my gratitude to the members of the Remuneration and Nominations Committee and the Board of Statutory Auditors for providing their valuable contribution and expert opinions as well as to the corporate structures that have consistently and effectively supported us in the course of our work.
I trust that as Shareholders you will find in this document comprehensive and useful information.
Best regards,
Joanna Le Couilliard Chair of the Remuneration and Nominations Committee
This Report on the Remuneration Policy and the remuneration paid (hereinafter the 'Report') has been prepared by Recordati S.p.A. (hereinafter 'Recordati' or the 'Company') in compliance with the provisions of article 123-ter of Italian Legislative Decree no. 58 of 24th February 1998 (hereinafter 'Consolidated Law on Finance') – as amended by Italian Legislative Decree no. 49 of 10th May 20191 – and of article 84-quater of the Consob Issuers' Regulations issued by Consob with resolution no. 11971 of 1999, as subsequently amended (hereinafter the 'Issuers' Regulations'), and on a voluntary basis in accordance with the 2020 Corporate Governance Code for Listed Companies (hereinafter the 'Corporate Governance Code'), to which Recordati adheres in the manner specified, with regard to remuneration issues, in this Report.
In accordance with the requirements of article 123-ter of the Consolidated Law on Finance, the Report consists of two sections.
Section I illustrates the Remuneration Policy adopted by the Company for the 2024 financial year (hereinafter the 'Remuneration Policy'), with reference to the following persons:
Section I of the Report also illustrates the general purposes and procedures used to formulate and adopt the Remuneration Policy as well as the bodies and persons responsible for the proper implementation of such Policy.
The Remuneration Policy for 2024 was approved by Company's Board of Directors on March 19th, 2024, on the proposal of the Remuneration and Nominations Committee and provides the definition of remuneration consistent with the complexity of each role and the commitment required, in line with market benchmarks.
Section II of the Report provides information, with reference to the 2023 financial year, on each of the items that compose the remuneration of the persons indicated above in points i) to iv), including the members of the Board of Statutory Auditors, as well as the details, in an appropriate table, of the remuneration paid to those persons for any reason and in any form by the Company or its subsidiaries during the 2023 financial year, in addition to remuneration not yet paid on the date of the approval of the Report but relating to the 2023 financial year. In accordance with the provisions of the Issuers' Regulations, information is also provided on the annual variations in the remuneration of the persons whose remuneration is provided on an individual basis, the Company's performance and the average remuneration of employees starting from 2019.
In light of article 123-ter of the Consolidated Law on Finance by Italian Legislative Decree no. 49 of 10th May 2019, Section I, i.e. the 'Report on Remuneration Policy', is subject to a binding vote by the Shareholders' Meeting called to approve the Financial Statements for the financial year ended as at 31st December 2023, while Section II, i.e. the 'Report on remuneration paid', which provides detailed information on the remuneration for the 2023 Financial Year, is subject to a consultative vote by the same Shareholders' Meeting.
The text of this Report is disclosed to the market by the twenty-first day prior to the date of the Shareholders'
1 Article 123-ter of Italian Legislative Decree no. 58 of 24th February 1998, (the 'Consolidated Law on Finance' updated on the basis of Italian Legislative Decree no. 49 of 10th May 2019) provides, in paragraph 3-bis, that 'companies shall submit the remuneration policy [...] to a shareholder vote, in any case at least every three years or at the time of making amendments to this Policy'. Paragraph 3-ter also states that 'the resolution provided for by paragraph 3-bis is binding' (i.e. on Section 1 of this document) adding 'if the shareholders' meeting does not approve the Remuneration Policy subject to a vote pursuant to paragraph 3-bis the company shall continue to pay remuneration compliant with the Remuneration Policy most recently approved by the shareholders' meeting or, in the absence of this, may continue to pay remuneration compliant with existing practice.' Finally, paragraph 6 provides for '[...] the shareholders' meeting [...] resolves in favour or against the second section of the report established by paragraph 4. The resolution is not binding'.
Meeting called to approve the 2023 Financial Statements, in accordance with current regulations, and can be viewed in the Governance section of the Company's website www.recordati.com.
The Information Documents relating to the existing remuneration plans based on financial instruments can be found in the Governance section of the Company's website (https://recordati.com/governance-remuneration/).
The main elements of the 2024 Remuneration Policy of Recordati are set out below.
Purpose of the Policy and link with corporate strategy
Recordati's Remuneration Policy aims at attracting, retaining and motivating managers with the professional requirements and experiences needed to manage and develop the Group successfully, ensuring that the interests of the management and those of the shareholders and the other stakeholders are aligned and promoting the constant creation of sustainable value in the medium- and long-term.
The Remuneration Policy is also defined in coherence with the corporate strategy, providing that each of the remuneration components offered to the management responds to precise goals for the pursuit of the strategic vision of the Group.
This consistency is ensured by the objectives of the short-term and long-term incentive schemes, which are designed to focus the management on the following objectives:
In the field of sustainability, Recordati also adopted a Sustainability Plan, focused on five priority areas:
The Company's Remuneration Policy promotes the achievement of all the milestones of the ESG roadmap through direct ESGrelated objectives as well as other strategic objectives which support the ESG agenda such as pipeline development and M&A initiatives to help meet unmet patient needs as well as implementation of Industrial Operations' project to improve efficiency.
| Purposes | Modes of operation | Components | ||||
|---|---|---|---|---|---|---|
| To enhance the skills, experiences and support |
The fixed remuneration is defined in such a way as to be consistent with the characteristics, responsibilities and any |
The following table summarizes the fixed remuneration provided for the Chair and the CEO: |
||||
| required for the assigned role. |
delegation of powers associated with the role. |
Director's Fee |
Fixed Rem. | Total | ||
| Chair | 60,000 € | 240,000 € | 300,000 € | |||
| CEO | 60,000 € | 940,000 € | 1,000,000 € | |||
| Fixed component | The Chair, the CEO and the Group CFO receive remuneration as Directors. Other Executive Directors2 have waived any remuneration for the position as Director. Other Non-Executive Directors: 60,000 €. Key Management remuneration defined in line with the role and areas of responsibility. |
Personnel: gross |
annual |
2 These directors are identified as Executive Directors in accordance with the provisions of the Corporate Governance Code as they hold managerial positions (which also concern the Company) in the parent companies and/or companies of the CVC Group, but they are not entrusted with individual delegation of powers in Recordati.
Incentivize management – in line with the culture of performance that characterizes Recordati - to pursue expected objectives by creating a strong correlation between remuneration and performance achieved during the year.
Short-term variable component (Group STI) The payment of the annual variable remuneration, identified in the Group STI scheme, is directly linked to the achievement of performance objectives, assigned to each beneficiary in line with the role held.
For the beneficiaries of the Group STI system, in addition to corporate objectives, indicators linked to the specific nature of the role covered and the areas of responsibility are provided.
The Group STI system is based on a circuit breaker which determines the activation of the system itself. If the Group EBITDA result is lower than 95% of the target result, no bonus will be paid out.
The following table summarizes the KPIs for the current CEO:
| CEO KPIs | |||
|---|---|---|---|
| KPI | Weight | ||
| Economic-Financial KPIs | 60% | ||
| Group EBITDA | 30% | ||
| Group Net Revenues | 20% | ||
| Group Adjusted Net Income | 10% | ||
| Strategic KPI | 40% | ||
| Strategic KPI linked to the signing of M&A/Licensing transactions |
15% | ||
| Progressing with industrial operations performance improvement through the specific project relating to such operations |
7.5% | ||
| Driving pipeline development projects according to planned milestones |
12.5% | ||
| Strategic objective linked to the ESG initiatives for 2024 defined by the ESG Plan |
5% |
The following table summarizes the Group STI opportunity in % of the total fixed remuneration for the CEO and other key management personnel (including the CFO).
| Minimum | Target | Maximum | |
|---|---|---|---|
| CEO | 40% | 80% | 120% |
| Key management personnel |
30% | 60% | 90% |
Chair and other Directors: are not included in the beneficiaries of the Plan.
Chair and other directors: are not included in the beneficiaries of the Plans.
CEO and key management personnel (including the CFO):
• Performance Share Plan: number of rights granted in line with the position held and based on best market practices.
| Minimum | Target | Maximum | |
|---|---|---|---|
| CEO | 60% | 120% | 210% |
| Key management personnel |
45% | 90% | 157.5% |
Long-term variable component (Performance
Share)
To promote the creation of value for Shareholders and Stakeholders by also fostering the loyalty and engagement of resources.
The plan provides for the assignment to beneficiaries of the right to receive a certain number of shares of the Company free of charge, at the end of a certain time period (vesting period) and upon achievement of the performance conditions.
The decision to adopt a rolling plan resulted will allow an easier alignment in terms of motivation and retention.
In addition, a 24-month lockup period following the vesting date is envisaged for the CEO and the Key Management Personnel.
To balance the fixed component aimed at remunerating the position held and the variable component, short and long term, aimed at ensuring a deep link between the remuneration of the Management, the performance of the Company and the creation of value for the Shareholders.
In order to determine the pay mix, the following elements have been considered:
The Company guarantees internal & external fairness to ensure the consistency and competitiveness of the total remuneration granted to its top management roles. For this reason, it also considers the results of the salary surveys each year.
KEY MANAGEMENT PERSONNEL
Taking into account the governance and business evolutions that took place during 2023, the 2024 Remuneration Policy provides for the following changes in order to further align Recordati's Policy with best practices and to incorporate the valuable information collected during the engagement season as well as for the purposes of safeguarding business continuity and the ability of attracting top managers from the market:
Section I: 2024 Remuneration Policy Report
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Recordati attaches great importance to the annual analysis of the results of shareholders' meeting votes, as well as to the opinion of the main recipients and users of its Remuneration Policy, in order to ensure a constant improvement in adopting market best practices, taking into account some of the indications for improvement coming in particular from shareholders and proxy advisors.
The Annual General Shareholders' Meeting on 21st April 2023 voted in favour of Section I of the Report on the Remuneration Policy and the Remuneration Paid published in 2023. The chart below illustrates the result of the binding vote, which highlighted a substantial confirmation of the votes in favour compared to the previous Annual General Meeting.
The voting result of the Shareholders' Meeting of 21st April 2023 was analysed within the overall governance framework that characterises the Company's remuneration and incentive policies and schemes.
Further to this analysis process, Recordati has therefore implemented the activities necessary to ensure an improvement in the Remuneration Policy and in this Report, performing in-depth analyses of the indications received from Institutional Investors and Proxy Advisors at the last Shareholders' Meeting, with the objective of developing the considerations expressed by them with regard to the main areas of improvement in the Report on the Remuneration Policy and the Remuneration Paid.
Furthermore, with this Report, Recordati continues to guarantee a high level of transparency, an element which it considers to be fundamental for proper relations with its shareholders.
Recordati promotes dialogue with its shareholders and institutional investors as an essential element to positively influence the Company's behaviour and increase the degree of transparency. In this context, the Company has established a constant and continuous relationship with proxy advisors and the main institutional investors in order to encourage their involvement in the process of defining and verifying the actual methods of implementing the Remuneration Policy for Directors and Key Management Personnel.
This activity is carried out through the development of an engagement plan carried out on a half-yearly or at least annual basis that provides for the participation of the corporate functions of Human Resources, Investor Relations and the Secretary of the Board of Directors supported by the Chair of the Remuneration Committee to highlight the commitment of the Committee itself on matters within their competence.
The results, indications and feedback that emerged during the engagement activity, once reported, are examined and evaluated by the Remuneration Committee in order to provide any clarifications and verify the overcoming of potential critical issues. Finally, the Committee reports to the Board of Directors on the relevant developments and significant content arising from these engagement activities, through the Chair or other member designated by the Chair.
Below evidence is provided regarding the estimation of the pay mix for 2024 of the Chief Executive Officer, and Key Management Personnel, i.e. the percentage breakdown of the individual remunerative components within the overall package in the case of target performance.
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The definition of the Remuneration Policy for the members of Recordati's Board of Directors (hereinafter also referred to as the 'BoD') involves a number of individuals and corporate bodies in accordance with the provisions of the Company's By-Laws and current legislation. According to these regulatory and statutory provisions:
In accordance with Recordati's governance model, the Board of Directors is also responsible for defining the objectives and approving the company results referred to in the performance plans, to which the determination of the variable remuneration of the Chief Executive Officer is linked, as well as defining the general criteria for the remuneration of other Key Management Personnel.
Within its competences, the internal audit department can assess the compliance of the relevant remuneration processes with the Remuneration Policy approved by the Shareholders' Meeting. The department will report to the bodies in charge on the results of the checks carried out, as appropriate.
Finally, in line with the recommendations contained in the Corporate Governance Code, the Board of Directors is supported, with regard to remuneration issues, by a Remuneration and Nominations Committee composed of independent non-executive Directors with advisory and consultative functions on the matter.
The duties of the Shareholders' Meeting pursuant to law and the By-Laws, limited to the issues covered by this Report, are:
On April 29th 2022 the Annual General Meeting ("AGM") appointed a Board of Directors composed of twelve members.
The current Board of Directors is in office until the Shareholders' Meeting called to approve the financial statements for the year ended as at December 31st, 2024. Four Directors are qualified as independent.
The composition of the Board of Directors at the date of this Report and the qualifications of each Director at that date are summarised below:
| Andrea Recordati (Chair) |
Non-Executive |
|---|---|
| Guido Guidi (Vice-Chair) |
Non-Executive |
| Robert Koremans (Chief Executive Officer) |
Executive |
| Michaela Castelli (Director and Lead Independent Director) |
Non-Executive, Independent |
| Elisa Corghi (Director) |
Non Executive, Independent |
| Giorgio De Palma (Director) |
Executive* |
| Luigi La Corte (Director and CFO) |
Executive |
| Joanna Le Couilliard (Director) |
Non-Executive, Independent |
| Giampiero Mazza (Director) |
Executive* |
| Piergiorgio Peluso (Director) |
Non-Executive, Independent |
| Cathrin Petty (Director) |
Executive* |
| Kim Stratton (Director) |
Non-Executive |
(*) Directors identified as Executive Directors in accordance with the provisions of the Corporate Governance Code as they hold managerial positions (which also concern the Company) in the parent companies and/or companies of the CVC Group, but they are not entrusted with individual delegation of powers in Recordati.
The Board of Directors complies with the Remuneration Policy, which takes into account market conditions and practices for similar positions, when defining the remuneration of the Chair and the Chief Executive Officer and that of the other directors vested with special duties pursuant to article 2389, paragraph 3, of the Italian Civil Code and of non-executive directors.
Without prejudice to the powers of the Remuneration and Nominations Committee, the Board of Directors has the following responsibilities:
to approve the Remuneration Report, to be submitted to the vote of the Shareholders' Meeting.
Moreover, the Board of Directors, supported by the Remuneration and Nominations Committee, monitors the correct implementation of the Remuneration Policy.
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The Committee currently in office was appointed by the Board on 29th April 2022 (further to the Ordinary Shareholders' Meeting that appointed the new Board of Directors on the same date), and is entirely composed of non-executive, independent Directors with specific financial expertise:
| Mrs. Joanna Le Couilliard | Mrs. Elisa Corghi | Mrs. Michaela Castelli, lawyer |
|---|---|---|
| (Chair) | (Member) | (Member) |
The functions currently assigned to the Committee with regard to remunerations are the follows:
For information on the functions assigned to the Committee with regard to nominations, please refer to the Report on Corporate Governance and Ownership Structure.
The conduct of meetings of the Remuneration and Nominations Committee is governed by the following organisational rules (contained in the Committee Regulations approved by the Board of Directors):
cases the notice period can be shorter, but must in any case be of a minimum of 24 hours, to be held either at the registered offices of the Company or elsewhere in Italy, as indicated in the notice to convene the meeting. The notice to convene shall be sent to Committee members by the Secretary, in accordance with instructions given by the Committee's Chair. The notice shall also be sent by the Secretary to the effective members of the Board of Statutory Auditors and any other persons invited by the Chair of the Committee to take part in the meeting;
The Chair, with the assistance of the Secretary, ensures that the information provided prior to the Committee's meeting and the additional information provided during the meetings are suitable to enable the members of the Committee to act in an informed manner in performing their role. Following the meeting, minutes shall be drawn up and the Chair shall make a report to the Board of Directors, at the first appropriate meeting, on the matters addressed and on remarks, recommendations and opinions made during the said meetings.
In performing its duties, the Remuneration and Nominations Committee has the right to access the Company and functions needed to perform its duties and also to make use of external consultants, under the terms and conditions laid down by the Board of Directors. The Committee shall have the right to ask for that adequate funds be made available to it to carry out its duties.
If the Committee intends to make use of the services of a consultant in order to acquire information on market practices regarding remuneration policies, the Committee shall first verify that the said consultant is not in situations that would compromise the independence of its judgement.
In order to limit the occurrence of conflicts of interest, in accordance with Article 5, Recommendation 26 of the Corporate Governance Code, no Director shall take part in the meetings of the Committee in which proposals relating to his or her own remuneration are formulated, except in the case of proposals concerning all the members of the Committees established within the Board of Directors.
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The Remuneration and Nominations Committee meets periodically and as often as necessary to carry out its functions according to an annual calendar that typically follows the below activity cycle:
It should be noted that, where provided for by internal regulations and corporate governance processes, specific remuneration and incentive issues are also discussed in the Risk, Control and CSR Committee, which formulates its opinion, making use, where deemed necessary, of the relevant internal functions.
In line with the relevant laws and regulations in force and with the recommendations of the Corporate Governance Code, the decision-making process leading to the implementation of the Remuneration Policy and the responsibility for its correct application takes place in the following phases in which many parties are involved:
3 At the date of this Report there is no General Manager in place.
Personnel and the short and long-term incentive plans. Moreover, with regard to the determination of the remuneration of the Chief Executive Officer and of the other Directors vested with special duties, the Board takes into account the opinion of the Board of Statutory Auditors;
Recordati regularly monitors market performance, including through the use of remuneration benchmarks which detect the practices adopted by the main market and industry players. In carrying out these analyses, Recordati made use of independent consultancy firms, which, through benchmarking remuneration surveys and reports on Executive Compensation and Corporate Governance, provided useful information in order to verify the competitiveness of the Company's remuneration offer.
The company decided to avail itself of the support of the consultancy firm Willis Towers Watson ("WTW") also in relation to the preparation of this Report, as well as the identification of market practices in terms of remuneration of the CEO, the Key Management Personnel and the Non-Executive Directors.
For the purposes of defining the Company's Remuneration Policy, the Group Human Resources Department prepares the guidelines. This function also acts as an internal technical support body for the Remuneration and Nominations Committee, for which it prepares the preparatory material for the Committee's activities. The Administration, Finance and Control Department assists in identifying and assessing the economic and financial objectives underlying the short and long-term incentive systems. The heads of the other company departments are also consulted in order to define the project objectives or objectives relating to specific issues regarding short-term incentive systems.
The Remuneration Policy may, if necessary or appropriate, be updated by the Board of Directors, on the proposal of the Remuneration and Nominations Committee, which is responsible for periodically assessing, as better described below, its adequacy, overall consistency and effective application.
As provided for by Article 123-ter, paragraph 3-bis of the TUF (Testo Unico della Finanza) and by Article 84-quater of the Issuers' Regulations, Recordati may temporarily derogate its remuneration policies in the presence of exceptional circumstances. Exceptional circumstances are defined as only situations in which a derogation of the remuneration policy is necessary in order to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to stay in the market.
If the conditions are met, the Board of Directors, subject to the opinion of the Remuneration and Nominations Committee as the Committee responsible for Related Party Transactions as provided for in the relevant Group Procedure, may temporarily4 derogate the remuneration policy in the circumstances identified above, limited to the following elements set out in Chapter 3 of Section I of this document:
4 The Board resolution will determine the duration of this derogation and the specific elements of the Policy that are derogated.
Remuneration Policy
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The purposes pursued with the Remuneration Policy, which has a yearly duration, are to meet the objective of establishing a remuneration that meets the requirements to:
The Remuneration Policy is also defined in line with the strategy of the Company and of the Group.
Recordati's strategic vision is to continue with the profitable growth that the Company has been sustaining since the early nineties, focusing on both organic growth and development through strategic acquisitions in both the Rare Diseases business and in the Specialty and Primary Care business, with the objective of strengthening its presence in selected markets worldwide. In fact, over the last few decades, the Group has grown steadily, thanks to the success of its products and its growth model based on internalisation and diversification, implemented precisely through an acquisition strategy that is still underway, in addition with the organic growth of the business. All of this takes place in a context of searching for new opportunities and continuous market evolution.
In addition, in recent years, the Company has also undertaken several initiatives in the field of sustainability. In fact, given the nature of the Company, sustainability is an integral part of the Group's strategy, aimed at bringing benefits not only to patients but also to all the stakeholders with whom the Company interacts, including shareholders, customers, scientific and business partners, collaborators and local communities.
To this end, each of the remuneration components offered to the Company's Management responds to a precise purpose for the pursuit of this strategic vision and, thanks to an adequate balance between fixed and variable components, contributes to the structuring of a remuneration package that, overall, ensures an effective alignment between Management remuneration and shareholders' interests, expressed primarily by the proportionality between the value of the variable components accrued and the results achieved, both in the short and long-term.
Below are the features of Recordati's Remuneration Policy, confirming its alignment to the interests of its shareholders:
The objectives of the variable incentive systems themselves have been identified to support the Company's strategy, as illustrated below:
These are the main objectives. Group EBITDA, Net Revenues and Adjusted Net Income for the Group STI are objectives that represent measures capable of summarizing Recordati's many businesses and thus to fully assess the Group's results. Cumulated Adjusted Net Income budget and cumulated Net Revenues budget are among the targets of the mid-long term plan and are considered able to reflect the Group's business results.
The natural linkage of the Performance Shares plan with the relative value of the Recordati's share price, compared with a panel of competitor companies, due to the presence in the medium- long-term plan of the relative TSR index, it determines a strong alignment between the interests of the Shareholders and those of the Top Management further strengthened by the total of 5 years time horizon (of which 2 refer to lockup period).
Among the objectives of the Group STI scheme, the Acquisition/Licensing objective, assigned to the Chief Executive Officer s and certain executives, supports the Group's acquisition strategy, which has always been a key element for the growth of the Company in addition to driving pipeline development projects.
The implementation of a new style of work more oriented towards engagement, talent attraction and development, the adoption of production methods more oriented towards environmental sustainability, implementation of Industrial Operations' project to improve efficiency and the expansion of the pipeline to meet unmet patient needs through development and M&A activities are elements present in the remuneration policy to strengthen the link with the strategy regarding environmental, social and governance issues.
Recordati's Remuneration Policy is also consistent for all employees. In fact, the Company monitors the remuneration and working conditions of its employees annually. The definition of transparent remuneration policies and based on merit, the training activities designed to develop new skills, the offer of additional benefits for all employees are fundamental in this respect.
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The Recordati Group's Sustainability Plan, defined in line with the materiality analysis carried out, focuses on five priority areas: patient care, people care, environmental protection, responsible sourcing, and ethics and integrity. It is a fundamental tool for sharing the journey with stakeholders and represents the expression of the Group's ambitions and what it wants to commit itself to contributing to sustainable and responsible development. In a logic of continuous improvement, the Plan provides for periodic monitoring and updating. To this end, in 2023 Recordati worked on updating the targets included in the Plan.
More information on Recordati's Sustainability Plan are available in the 2023 Consolidated Non-Financial Statement published on the Company's website.
Recordati's Remuneration Policy is closely linked to its Sustainability Plan. Among the objectives of the CEO's Group STI system, there are the main social and environmental objectives of the Sustainability Plan related to patient care, people care, environmental protection (including climate change), ethics & integrity and responsible sourcing. In addition, social and environmental objectives (including climate change), linked to the implementation of the Plan itself, are also attributed to other Managers of the Group, among the objectives of the Group STI system. The assignment of these objectives together with those focussed on implementation of Industrial Operations' project to improve efficiency, building the pipeline through internal development as well as M&A activities supports the strategy on environmental, social and governance issues, focusing the attention of Top Management on the implementation of the Plan.
The Company monitors working conditions and remuneration annually, in order to promote a consistent remuneration policy for all employees, both at Headquarter and Subsidiary level, in line with the Principles of the Sustainability Policy. Among the most significant commitments in the Human Resources area, there are initiatives relating to the area of:
The principles and criteria underlying the Remuneration Policy are as follows:
For Directors, the Remuneration Policy is in place for the 2022-2024 mandate approved by the Board of Directors on March 17th, 2022 that provides the set of remuneration consistent with the role complexity and the required commitment, in line with current market benchmarks.
The Ordinary Shareholders' Meeting held on April 29th, 2022 has defined the relative remuneration as far as it is concerned.
In implementing the aforementioned principles, it should be noted that:
This section highlights the main features of the remuneration policy for the members of the Board of Directors and of the Board of Statutory Auditors.
For members of Board of Statutory Auditors, the Ordinary Shareholders' Meeting held on April 21st, 2023 has defined the relative remuneration.
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Recordati's Board of Directors is composed of Executive and Non-Executive Directors. With reference to the former, indication is provided in the following paragraphs.
With regard to Non-Executive Directors, for which article 5 of the Corporate Governance Code provides that the remuneration shall not be – other than for an insignificant portion – linked to the financial performance objectives achieved by the Company. Recordati has established a single fixed annual remuneration, thus fully falling within the provisions of the article. For the 2022-2024 term of office, this remuneration was determined by the Shareholders' Meeting of April 29th 2022 and is equal to:
| Non-Executive Directors | |
|---|---|
| Remuneration pursuant to article 2389, paragraph 1, of the Italian Civil Code |
€ 60,000 |
These Directors are also entitled to reimbursement of expenses incurred in the performance of their duties as well as third party liability insurance coverage.
The Board of Directors has set up an internal Remuneration and Nominations Committee and a Risk, Control and CSR Committee, both of which have proposal and advisory functions and consist solely of independent Directors.
For the 2022-2024 term of office, the annual remuneration of the Directors for participation in the Board Committees was determined by the Board of Directors on May 10th 2022, following the consultation of the Board of Statutory Auditors, and is made up as follows:
| Remuneration and Nominations Committee | Risk, Control and CSR Committee | ||
|---|---|---|---|
| Chair | € 25,000 | Chair | € 32,500 |
| Member | € 10,000 | Member | € 20,000 |
The annual remuneration of the Members of the Board of Statutory Auditors consists of only the fixed component, commensurate with the commitment required of each of them. The remuneration of the current Board of Statutory Auditors, appointed at the Annual General Meeting of 21st April 2023 and in office until the Shareholders' Meeting called to approve the 2025 Financial Statements, was determined by the same Annual General Meeting, following a recommendation by the Board of Directors, supported by the analysis made by the Remuneration and Nominations Committee, based on the benchmarking analysis conducted by Willis Towers Watson on the remuneration practices in industrial and services companies belonging to FTSE MIB Italia index, and is equal to:
| Chair | € 70,000 |
|---|---|
| Statutory Auditor | € 50,000 |
For the 2022-2024 term of office, the total remuneration for the position as Chair of the Board of Directors consists exclusively of the fixed component.
The annual remuneration of the Chair of the Board of Directors, in office until the Shareholders' Meeting called to approve the Financial Statements as of December 31st, 2024, was updated by the Board of Directors on December 1 st, 2021 accordance with the nomination of Mr. Andrea Recordati and further confirmed after the Board renewal in 2022 and is equal to:
| Remuneration pursuant to article 2389, paragraph 1, of the Italian Civil Code |
€ 60,000 |
|---|---|
| Remuneration for special positions pursuant to article 2389, paragraph 3, of the Italian Civil Code |
€ 240,000 |
| Total Remuneration | € 300,000 |
The Remuneration Policy for Recordati's Chief Executive Officer as an executive Director is defined in accordance with the specific powers granted to the role, the purposes on which the Company's Remuneration Policy is based, as well as the remuneration levels and best market practices.
With respect to the other Executive Directors that are not in charge as Recordati managers, defined as such in accordance with the provisions of the Code, namely, at the date of this report,
the Shareholders' Meeting of 29th April 2022, on the basis of the proposal made by the shareholder Rossini S.à r.l did not resolve upon any remuneration pursuant to article 2389, paragraph 1, of the Italian Civil Code, in favour of these persons (without prejudice to the right of reimbursement of expenses incurred in the performance of their duties) as they had previously declared that they did not wish to receive any remuneration.
The Remuneration Policy for Luigi La Corte, as Recordati's Chief Financial Officer, described in paragraph 3.7 (Remuneration for key management personnel), is defined in accordance with the specific powers granted to the role, the purposes on which the Company's Remuneration Policy is based, as well as the remuneration levels and best market practices.
Therefore, the details of only the aforementioned CEO position are shown below.
The overall remuneration of the Chief Executive Officer is structured into a fixed component, short-term variable and a long-term variable, identified as follows:
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An updated compensation peer group for the chairman and the members of the board of directors was developed during the year and is shown below. This updated peer group is composed of FTSE MIB Italy companies, excluding financial companies, companies with headquarters outside of Italy and other companies, not comparable in size to Recordati. It will be used as reference when the Chairman and members of the Board of Directors remuneration is next reviewed on renewal of the Board in 2025.
| Peer group | ||
|---|---|---|
| Amplifon | Pirelli & C. | |
| Diasorin | Poste Italiane | |
| Erg | Prysmian | |
| Inwit | Saipem | |
| Italgas | Snam | |
| Leonardo | Telecom Italia | |
| Nexi | Terna |
For the Chief Executive Officer, the assessment of remuneration positioning was carried out, upon his appointment with the support of WTW and Russell Reynolds, in comparison with the remuneration levels of Chief Executive Officers of both Italian and European companies.
In early 2024 and following an in-depth analysis and stakeholder engagement, a new peer group has been introduced to support the 2024 Policy. The new panel, primarily composed of European pharmaceutical companies comparable to Recordati in terms of revenues, number of employees and market capitalization including 2 Italian medical tech firms to maintain a link with the Italian market, aims to enhance the relevancy of the CEO pay analyses. This change will provide a more accurate understanding of Recordati's placement in the current business environment and better overlap with Recordati's TSR peer group and stakeholder reference groups.
| Peer group | ||
|---|---|---|
| Alk Albelo | Indivior | |
| Almirall | Ipsen | |
| Amplifon | Jazz Pharmaceuticals | |
| Diasorin | Orion | |
| Grifols | Swedish Orphan Bio | |
| Hikma Pharmaceuticals | UCB | |
| H.Lundbeck |
The fixed component of the remuneration of the Chief Executive Officer is commensurate with the duties and responsibilities assigned. Moreover, in line with the Corporate Governance Code, this component is determined in such a way as to be adequately balanced with respect to the variable component and consistent with the company's strategic objectives and risk management policy, also taking into account the characteristics of the industry in which the Company operates and is listed. However, the variable component is expected to represent a significant part of the total remuneration.
The Remuneration Policy of the current CEO is defined in accordance with the specific powers conferred, as well as with the remuneration levels and market best practices.
Below are the elements that make up the fixed remuneration of the Chief Executive Officer:
| Chief Executive Officer | ||
|---|---|---|
| Remuneration pursuant to article 2389, paragraph 1, of the Italian Civil Code |
€ 60,000 | |
| Remuneration for special positions pursuant to article 2389, paragraph 3, of the Italian Civil Code5 |
€ 940,000 | |
| Total Remuneration | € 1,000,000 |
Following the introduction of a new peer group and after careful analysis with the aim to ensure a competitive pay to the CEO , the fixed remuneration for the Chief Executive Officer, as approved by the Board of Directors on 19th March 2024, subject to the approval of this Report by the Shareholders' Meeting, will be €1,000,000 gross per year including the non-compete and non-solicitation agreement recognized by the Company. This updated fixed remuneration increased in 5% compared to the fixed remuneration that was determined in the last policy. For the sake of transparency, the updated fixed remuneration of the CEO is composed out of base salary of €640,000, non-compete compensation of € 300,000 and Director's fee of € 60,000.
The short-term variable component of the remuneration package for the Chief Executive Officer is linked to an incentive scheme by objectives (Group STI). On the basis of this scheme, a bonus is paid in cash on the achievement of the annual results defined by the Board of Directors, on the proposal of the Remuneration and Nominations Committee, and measured according to pre-established management parameters and weights.
Specifically, the Group STI system provides for the assignment to each beneficiary of economic-financial objectives (Group EBITDA, Group Net Revenues and Group Adjusted Net Income) and individual strategic objectives. There is also a circuit breaker identified in the Group's EBITDA indicator, which if not achieved will result in the zeroing of the entire bonus.
Through the inclusion of an important Group objective such as the consolidated EBITDA, Recordati's Group STI system enables to reward the performance in a context of operating results such as to allow the payment of bonuses, in line therefore with the principle of aligning the interests of Management and Shareholders and with a view to pursuing the Company's long-term interests in line with Strategical Plan.
The following tables show the performance objectives defined for 2024 for the Chief Executive Officer:
5 The amount includes the non-compete and non-solicitation agreement recognized by the Company to the Chief Executive Officer
| Group EBITDA | |||||
|---|---|---|---|---|---|
| CIRCUIT BREAKER | OFF | ON | |||
| <95% of the budget | ≥95% of the budget | ||||
| Overall weight | OBJECTIVES | Weight | Threshold | Target | Maximum |
| 60% | ECONOMIC AND FINANCIAL OBJECTIVES set excluding new M&A/licensing transactions related to products already on the market, performed during the reference financial year |
24% of the Fixed Remuneration |
48% of the Fixed Remuneration |
72% of the Fixed Remuneration |
|
| Group EBITDA The result is measured in relation to the predefined budget |
30% | budget – 5% | budget | budget +5% | |
| Group Net Revenues The result is measured in relation to the predefined budget |
20% | budget – 2.5% | budget | budget +2.5% | |
| Group Adjusted Net Income The result is measured in relation to the predefined budget |
10% | budget – 5% | budget | budget +5% | |
| 40% | STRATEGIC OBJECTIVES |
16% of the Fixed Remuneration |
32% of the Fixed Remuneration |
48% of the Fixed Remuneration |
|
| Acquisition/Licensing | 15% | The objective is linked to the signing of M&A/Licensing transactions. The result is measured in relation to value in € Mil current/peak sales achieved. Three different performance levels are provided |
|||
| Continue the implementation of project related to Industrial Operations to enhance operational performance |
7.5% | The objective is linked to the progression within the industrial operations space by achievement of some operational excellence and other savings. Three different performance levels are provided. |
|||
| Driving pipeline development projects according to planned milestones |
12.5% | The objective is linked to the achievement of some relevant pipeline development milestones. Three different performance levels are provided |
|||
| Achievement of ESG initiatives for 2024, as per the ESG Plan |
5% | The objective is linked to the achievement of some relevant milestones related to patient care, people care, environmental protection, ethics & integrity and responsible sourcing |
|||
| Payout opportunity in % of Fixed Remuneration |
40% | 80% | 120% | ||
| Payout opportunity in % of Target STI | 50% | 100% | 150% |
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The Company reserves the right not to provide the annual value of the parameters as it considers this information to be sensitive. More detailed information regarding the level of achievement of the objectives will only be communicated at the end of the performance period.
The right to payment of the bonus occurs upon approval by the Board of Directors of the consolidated financial statements, which show that at least 95% of the Group EBITDA objective that was set when the objective was determined has been achieved. The payment of the bonus is made during the financial year in which the aforementioned consolidated financial statements are approved.
The amount of the incentive actually paid varies according to the level of achievement of the targets assigned to the individual objectives. The following charts illustrate the percentage of target opportunities awarded to the Chief Executive Officer according to the achievement of the financial objectives (EBITDA, Group Net Revenues and Group Net Income):
For the Chief Executive Officer, the remaining 40% of the bonus is calculated on the basis of the Acquisition/Licensing objective and the improvements in Group Industrial Operations and Group Purchasing and the driving of pipeline development projects according to planned milestones to better meet patient needs as well as the completion of specific ESG initiatives for 2024 as part of the Sustainability Plan related to patient care, people care, environmental protection, ethics & integrity and responsible sourcing, whose incentive curve is illustrated in the following chart:
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In the event of failure to achieve 95% of the Group EBITDA objective, nothing is due. In the event of overperformance, it is not possible to obtain a bonus higher than the maximum one set, which for the Chief Executive Officer is equal to 120% of his fixed remuneration (or 150% of his target opportunity).
Following the introduction of a new peer group and after careful analysis with the aim to ensure a balanced pay mix between fixed and variable pay for the Chief Executive Officer, the target STI is adjusted (subject to the approval of the present Remuneration Policy by the Shareholders) from 67.67% to 80% of the annual fixed salary. The maximum STI opportunity under the plan is 120% of annual fixed salary.
The following table summarizes the potential bonus pay-outs for the Chief Executive Officer according to the different performance levels:
| CEO | |
|---|---|
| Threshold | 400.000 € |
| Target | 800.000 € |
| Maximum | 1.200.000 € |
The short-term variable component to be paid to the Chief Executive Officer is equal to € 1,200,000 gross per
In setting the Group STI objectives of the Chief Executive Officer, the Board of Directors may, subject to the opinion of the Remuneration and Nominations Committee6 , assess the achievement of such objectives net of significant extraordinary items, where appropriate, on an equitable basis.
At present, there is no need to defer the payment of this bonus with respect to the time when the right to receive it is acquired, because it is part of a scheme that is already significantly challenging and which, with a view to continuity, favours the setting of the same objectives for each financial year; moreover, the circuit breaker of the scheme and its main objective, represented by the Group EBITDA, is a target that all the above persons contribute to achieving, without the individual person being able to influence this achievement exclusively. Finally, it should be noted that the deferral of part of the variable remuneration is in any case ensured by the long-term incentive scheme based on the assignment of Performance Share, as described below, further strengthened by the lockup mechanism bundle in the same plan for the CEO and other Key Management Personnel.
Without prejudice to the right to compensation for any further damages, the Company reserves the right, within 5 years from the payment and regardless of whether the relationship is still ongoing or terminated, to request the Chief Executive Officer to refund the bonus already paid (the so-called 'clawback'), if one of the following cases occurs:
6 As the Committee responsible for Related Party Transactions as provided for in the relevant Group Procedure when the activities refer to the remuneration of the CEO (being a related party).
A significant component of the variable remuneration of Recordati's Chief Executive Officer is oriented towards a long-term horizon in order to strengthen the interests of sustainable creation of value for Shareholders and Stakeholders and is based on the assignment of performance share.
The Recordati Group deems that this scheme ensures the full and constant alignment between the interests of Top Management and that of Shareholders, as it is linked both to the relative growth in Total Shareholder Return of the Recordati Share, compared with a panel of comparable companies, both to economic/financial objectives set out in the strategic plan.
Shareholders' Meeting of 21st April 2023 approved the new 2023-2025 Performance Share Plan. The 2023-2025 Performance Share plan provides for the grant to the beneficiaries of the right to receive free of charge a certain number of the Company's Shares, after a certain period of time (vesting period) has elapsed, once the condition for the achievement of the performance objectives indicated below has been met.
The grant of rights under the 2023-2025 Performance Share Plan occurs on annual basis (the so-called 'rolling approach') and takes place in three cycles starting from the 2023, 2024 and 2025 financial years. The number of rights granted to each beneficiary is linked to the importance of the organisational role held by the various top positions. Depending on the performance conditions, the maximum number of achievable shares may be 175% of the rights granted. The Plan includes among its beneficiaries the following Executive Directors: the Company's Chief Executive Officer and the CFO7 .
The rights to receive the shares granted to beneficiaries vests no less than 3 years after the grant date (so-called 'vesting period').
A condition for the allocation of shares granted is the achievement of a series of performance objectives, which are based on the Adjusted Net Income Budget, cumulated over the three-year reference period, to the three-year cumulative Net Revenues Budget and Total Shareholder Return (TSR) against a panel of selected companies.
| Panel of companies for Total Shareholder Return | |||
|---|---|---|---|
| Almirall | Amplifon | DiaSorin | |
| Grifols | Ipsen | Jazz Pharmaceuticals | |
| Lundbeck | Orion | Pharming | |
| Sobi | UCB |
The existence of such performance clauses in the 2023-2025 Performance Share Plan are also in line with the principle of consistency of the Remuneration Policy with the pursuit of the interests of the Company and its Shareholders to which the interests of management must be aligned.
The Plan also requires beneficiaries who are members of Recordati's top management to continuously hold a number of shares - equal to 50% of the shares resulting after the sale of the shares necessary to cover the payment of the tax, social security and welfare charges - until the end of the 24th month following the relevant vesting date.
The following is the expected timeline of the 2023-2025 Performance Share Plan for the 2nd allocation cycle:
7 Even though the CFO is a beneficiary of the Plan for his role as CFO and so as key manager personnel and not as executive director. The remuneration for the CFO is described in paragraph 3.7 (Remuneration for key management personnel).
Without prejudice to the right to compensation for any further damages, the Company reserves the right (so-called 'clawback'), within 5 years from the vesting date and regardless of whether the relationship is still in existence or terminated, to obtain from the Beneficiary to return the shares held by the Beneficiary less a number of shares of a value corresponding to the tax, social security and welfare contributions, (possibly also by offsetting them against the remuneration and/or severance indemnity of the Beneficiary) if the shares of the Beneficiary have already been sold, should any of the following cases occur:
For further information on the Plans, please refer to the information documents published in the Governance section of the Company's website:
https://recordati.com/governance-remuneration/
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Key Management Personnel are those persons who have the power and responsibility, directly or indirectly, for planning, management and control of the Company's activities. At the date of this Report, the following persons are Key Management Personnel:
Please note that the perimeter of the key manager personnel was narrowed at the end of 2023 by the Board of Directors upon a proposal of the CEO in agreement with the Remuneration and Nominations Committee, consistently with the growing of the Group's organisation and based on an analysis and benchmarking of the approach taken by the industrial companies listed on Borsa Italiana's FTSE MiB Index. More in details, the approach identified by the Board of Directors in this regard is to appoint as Key Manager Personnel those managers who have a closer connection with the company's core business and therefore broader accountability with respect to the planning, direction and control of the Group's activities.
Alongside the introduction of new peer groups for governance roles and CEO, the remuneration committee had also updated it's pharma-based peer group to assess the compensation competitiveness of Recordati's Key Management Personnel with the aim to ensure a competitive pay to the Key Management Personnel.
In defining the Remuneration Policy for Key Management Personnel, it was taken into account that these were recipients of a Policy in which a part of the remuneration is linked to the achievement of specific performance objectives, financial and non-financial, predetermined, measurable and linked in significant part to a long-term horizon. They are consistent with the Company's strategic objectives and are aimed at promoting its sustainable success (Article 5, Recommendation 27 of the Corporate Governance Code).
The managerial employment relationship of Key Management Personnel in Italy is governed by the applicable National Collective Bargaining Agreement (CCNL) of companies producing goods and services in force. For other Key Management Personnel employed by the Group's foreign subsidiaries, the employment relationship is governed by the applicable local regulations and, where applicable, by the collective bargaining agreements provided where the subsidiary is located. In Italy the general treatments provided for Executives are applicable to Key Management Personnel in addition to those listed below.
The total remuneration of Key Management Personnel is structured into a fixed remuneration and a short and a long-term variable remuneration, identified as follows:
The fixed component of the remuneration of the Key Management Personnel, the Gross Annual Remuneration (Retribuzione Annua Lorda - RAL), i.e. the contractually guaranteed annual remuneration, is monitored for all the top positions by the industry remuneration surveys and its value is positioned, in order to meet adequate retention and remuneration criteria, at a competitive level with respect to the market.
Changes over time in the fixed component of remuneration are implemented on the basis of growth rules that take into account the role, the level of performance over time and the pay gap with respect to the remuneration levels of the reference market.
Recordati's Key Management Personnel are beneficiaries of the same short-term incentive scheme (Group STI) assigned to the Chief Executive Officer. Therefore, what has been described above is intended to be fully referred to herein, with the exception of the performance objectives assigned and the bonus opportunities of the beneficiaries.
The following table shows the type of objectives assigned to the Key Management Personnel:
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| CIRCUIT BREAKER | ON/OFF CONDITION |
|---|---|
| Group EBITDA | Activation of the scheme only if at least 95% of the budget objective is achieved |
All Key Management Personnel have the following Group objectives:
| OBJECTIVES | FEATURES |
|---|---|
| ECONOMIC AND FINANCIAL OBJECTIVES | Set excluding new M&A/licensing transactions related to products already on the market, performed during the reference financial year |
| Group EBITDA | The result is measured in relation to the predefined budget. The following performance levels are provided: Threshold: budget -5% Target: budget Maximum: budget +5% |
The Key Management Personnel are also assigned, depending on the position held, other economic and financial objectives (set excluding M&A/licensing transactions related to products already on the market, performed during the reference financial year), and/or qualitative objectives, with different weights:
| OBJECTIVES | FEATURES |
|---|---|
| Net Revenues (based on specific remit) | The result is measured in relation to the predefined budget. The following performance levels are provided: Threshold: budget -2.5% Target: budget Maximum: budget +2.5% |
| Profitability (based on specific remit) | The result is measured in relation to the predefined budget. The following performance levels are provided: Threshold: budget -5% Target: budget Maximum: budget +5% |
| Management Strategic Objectives | There are individual objectives linked to specific responsibility areas measured on a performance scale that provides for a threshold, a target and a maximum level which corresponds a predefined portion of the bonus. |
The Company reserves the right not to provide the annual value of the parameters as it considers this information to be sensitive.
More detailed information regarding the level of achievement of the objectives will only be communicated at the end of the performance period.
Following the update of a new peer group for Key Management Personnel and after careful analysis with the aim to ensure a balanced pay mix between fixed and variable pay for the Key Management Personnel, the target STI for Recordati's Key Management Personnel is adjusted to 60% of the annual fixed salary. The maximum STI opportunity under the plan is 90% of annual fixed salary. All subject to the approval of the present Remuneration Policy by the Shareholders.
In the event of over-performance, it is not possible to achieve a bonus higher than the maximum set, which, for Key Management Personnel, is 90% of the annual base salary.
A component of the variable remuneration of Recordati's Key Management Personnel is oriented towards a longterm horizon in order to strengthen the interests of sustainable creation of value for Shareholders and Stakeholders.
Under the 2023-2025 Performance Share Plan, Recordati's Key Management Personnel will be awarded shares with a value at grant based on 90% annual base salary. Depending on the performance conditions, the maximum number of achievable shares may be 175% of the rights granted.
For further information on the Plan, please refer to paragraph 3.6.4 above and the information document published in the Governance section of the Company's website: https://recordati.com/governance-remuneration/
Recordati's Remuneration Policy provides for the possibility of paying a bonus linked to the achievement of significant results for the Group in the case of significant business development transactions (M&A/Licensing). This provision is linked to the strategic importance of such transactions as a growth mechanism for the Recordati Group, as well as an instrument to ensure the Group's continued success in the Primary & Specialty Care and Rare Diseases areas. The proven ability to achieve significant growth through external operations will continue to support the Recordati Group in identifying new partners and in implementing new acquisition or licensing agreements. Therefore, M&A/licensing transactions represent fundamental activities so as to enable the Company to offer an increasingly richer product portfolio, an increasingly wider geographical coverage to better meet patient needs and consequently ensure the sustainability of the business in the long-term. In addition, it should be noted that in the Group STI scheme, financial targets are set and achievement assessed on a constant perimeter, i.e. excluding M&A/licensing transactions related to products already on the market, performed during the reference financial year. It is therefore important to provide for an additional bonus scheme to reward the Top Management's activities in relation to such strategically significant transactions for the Group. It should be noted that the beneficiaries of any Transaction Bonus and Integration Bonus do not include the Chief Executive Officer, since the implementation of this type of transactions is already provided for at the short-term incentive scheme level.
In order to provide an incentive to other Key Management Personnel of the Company to carry out strategic M&A/licensing transactions, the following may be awarded:
It should be noted that Transaction Bonuses and Integration Bonuses may also be awarded to other managers who, although not qualifying as Key Management Personnel, are directly involved and have a significant impact on the success, respectively, of an M&A/Licensing transaction, or of the integration process following an M&A transaction.
Sign on bonuses are payable, in exceptional circumstances, to newly hired Key Management Personnel on entry to the company. This is done solely in order to attract very senior management personnel with areas of expertise that are critical for the business.
Key Management Personnel may also be eligible for a one-off retention bonus as a part of remuneration to promote retention. The maximum amount in either case, considered individually, may not exceed the maximum variable
remuneration set by the Policy.
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To protect Recordati's relationship with Key Management Personnel in possession of particularly important expertise and skills that may expose the Company to profitability risks and/or business disruptions the company may apply non-competition agreements, applied during or after employment, all aligned with market practices.
The Remuneration Policy does not provide for particular non-monetary benefits other than those that can be defined as standard for top positions (e.g. company car, the supplementary insurance to that provided for in the national employment contract and the D&O policy and relocation benefits such as housing and schooling).
The Remuneration Policy does not provide for severance indemnities for non-executive Directors.
With regard to other Key Management Personnel, including executive Directors (excluding the Executive Directors qualified as such by the Board pursuant to the Corporate Governance Code, who, as noted above, have previously declared that they do not wish to receive any remuneration), if deemed appropriate in the best interests of the Company and in relation to the importance of the Manager's position within the company organisation, agreements may be entered into which involve the payment of special indemnities, in any case not exceeding 24 months of the fixed remuneration and the short-term variable remuneration calculated as the average of the annual bonuses paid in the 36 months previous to the date of termination of the employment relationship (without prejudice to the provisions of the applicable National Collective Agreement), in the event that the Company terminates the employment relationship for reasons other than just cause, also with reference to the market practices in force at the time; taking these practices into account, there is generally no provision for links between such treatments and the Company's performance. In all cases, in the event of early termination of the employment relationship for reasons other than just cause, Key Management Personnel will be paid the indemnities provided for, in Italy, by law and the current National Collective Bargaining Agreement for 'Executives of Companies Producing Goods and Services' (so-called Industrial Companies) or for employees of foreign subsidiaries, by locally applicable regulations/collective bargaining agreements and by market practices, in certain cases in addition to a further amount, determined on an equitable basis.
In the event of termination from office and/or termination of the relationship with an executive Director, as a result of internal processes leading to the granting or payment of indemnities and/or other benefits, the Company will disclose detailed information on the matter to the market.
There are no agreements in place which involve the assignment or maintenance of non-monetary benefits or the stipulation of special consultancy contracts in the event of the termination of an employment relationship, although such agreements may be established on a case-to-case basis. There are no agreements in place which involve remuneration for non-competition commitments on termination of an employment relationship or end of office outside the one provided for the Chief Executive Officer, although such agreements may be established on a caseto-case basis for key manager personnel and other qualified persons to retain them from the labor market for a certain period of time for the purposes of securing the Group's long-term profitability. Such awards are limited only to specific roles identified as critical for the safeguard of the business.
As concerns the effects of the end of an employment relationship/other relationship equivalent to an employment relationship or an administrative relationship on LTI existing incentive plans based on current financial instruments approved by Recordati S.p.A., in accordance with Article 114-bis of TUF (Testo Unico della Finanza), please refer to the relevant Information Documents drawn up pursuant to art. 84-bis of the "Regolamento Emittenti", available in the Governance section of the Company's website:
https://recordati.com/governance-remuneration/
No further coverage other than those required by law or by collective bargaining agreement is entered into by the Company, with the exception of supplementary insurance to the Italian Supplementary Health Care Fund (F.A.S.I.) for 'Executives of Companies Producing Goods and Services' (so-called Industrial Companies) to cover medical expenses (or similar forms of insurance for employees of foreign subsidiaries) and a D&O policy, as well as an insurance policy for the Chief Executive Officer to cover life risk, health risk (including family members), disability risk and accident risk, again for the Chief Executive Officer, the supplementary pension plan that continued seamlessly.
Section II: Report on the remuneration paid for 2023
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This section is divided into two parts which illustrate respectively the following:
This Section is subject to a non-binding vote by the Shareholders' Meeting as provided for by article 123-ter of Italian Legislative Decree no. 58 of 24th February 1998 (the 'Consolidated Law on Finance', updated on the basis of Italian Legislative Decree no. 49 of 10th May 2019) which provides in paragraph 6: 'Without prejudice to the provisions of [...] the Shareholders' Meeting called [...] resolves in favour or against the second section of the report established by paragraph 4. The resolution is not binding'.
In addition, the person appointed to carry out the statutory audit of the financial statements verifies that the directors have appropriately prepared this Section, as required by article 123-ter of the Consolidated Law on Finance (as updated by Italian Legislative Decree of 10th May 2019).
The remuneration of the members of the management and supervisory bodies is illustrated by name; instead, the remuneration provided for the other Key Management Personnel members is represented in the aggregate.
The implementation of the Policy, as verified by the Remuneration and Nominations Committee during the periodic assessment provided for in the Corporate Governance Code, was substantially in line with the general principles approved by the Board of Directors.
With reference to the representation of each of the items that make up remuneration, including the treatments provided in the event of termination from office or termination of the employment relationship, please refer to what has already been described in detail in Section I.
The remuneration items reported are consistent with the Policy approved in 2023 by the Board of Directors and submitted to the advisory and non-binding vote of the Shareholders' Meeting on 21st April 2023 pursuant to article 123-ter, paragraph 6, of the Consolidate Law on Finance, which voted in favour.
The Shareholders' Meeting of 21st April 2023 voted in favour of Section II of the Report on Remuneration Policy and Remuneration Paid during 2022. The chart below illustrates the result of the advisory vote.
The main considerations emerged at the Shareholders' Meeting of 21st April 2023 were carefully examined in order to identify potential areas for improvement and were considered in the definition of Recordati's Remuneration Policy for 2024 and in more transparent disclosure of the CEO STI payout in paragraph 4 of section II.
During 2023, the Remuneration and Nomination Committee met 13 times. The percentage of attendance of Committee members at meetings is shown in the table at the end of Section 4.2 of the Report on Corporate Governance and Ownership.
The meetings of the Remuneration and Appointments Committee were regularly minuted.
\
The Committee had access to the information and Company Functions necessary for the performance of its duties.
During the Year, the Committee did not incur any expenses in the performance of its duties, except for legal expenses related to legal assistance in support of the preparation of opinions within the Committee's remit.
During 2023 and up to the date of approval of this Report, the Committee's activities were mainly concerned with:
| Report on Evaluation of changes to be made to the Remuneration Policy for 2023. Remuneration Proposal to the Board of Directors in relation to the Remuneration Policy for 2023 and Policy and compensation paid for the year 2022 (Remuneration Report 2023). Compensation Engagement Plan in relation to the Remuneration Policy for 2023. Paid. Analysis of the 2023 AGM votes. Review of peer groups for remuneration benchmarking purposes. Analysis of the follow up of the engagement sessions held during 2023 on remuneration topics. Preliminary analysis in relation to the Remuneration Policy Guidelines for 2024. Review of the proposed engagement plan in relation to the Remuneration Policy for 2024. Review of the draft of the 2024 Remuneration Report. MBO/STI Plan Analysis of MBO targets' achievement by CEO and CFO for 2022 and acknowledgement of the analysis regarding the outcome of achievement of the 2022 targets by the other Key manager personnel; Opinion of the Committee also for the purposes of the Procedure on Related Party Transactions. Analysis of the proposed MBO system for 2023 and proposal to the Board on the setting of 2023 CEO and CFO MBO targets and acknowledgment of the setting of 2023 MBO targets of the other Key manager personnel. Preliminary analysis of the proposed STI system for 2024 and the proposal of setting of the CEO & CFO 2024 STI objectives and acknowledgement of the other key management personnel 2024 STI objectives. LTI Plan Proposal to the Board for a new long-term incentive (LTI) plan based on performance shares, including the review of the Information Document, Regulation of the 2023-2025 Performance Shares Plan and Directors Report to the AGM also on the proposal of revocation of the 2021- 2023 Stock Option Plan as far as the third grant is concerned. Setting of the cumulative Objective (2022-2024) related to 24 February 2022 stock options grant, following approval of the three-year Plan for 2023-2025. New grant of performance shares under the long-term incentive plan "2023-2025 Performance Share Plan. Other Examined the benchmarking analysis of the remuneration of the members of the Board of Statutory Auditors activities Examined the compliance with policy of the proposal toaward a transaction bonus to a Key manager personnel. Benchmarking analysis about compensation of the CEO, the CFO and the other key manager personnel. Assessment on the proposal for the Board of updating of the key manger personnel perimeter and of the proposal to update the RNC remits based on benchmarking analyses. Remuneration and Nominations Committee work plan for 2024. |
Activities performed during 2023 and partially in 2024 |
|---|---|
The amounts relating to fixed remuneration are specified under the respective item in Table 1.
Non-executive Directors were paid - eventually on a pro rata temporis basis - the fixed remuneration for the office held during 2023, amounting to € 60,000.
The chairman, Dr. Andrea Recordati, who was lastly renewed by the Board of Directors on April 29, 2022, was granted:
| Annual remuneration | |
|---|---|
| Basic remuneration as a director of Recordati S.p.A | 60,000 |
| Remuneration for the special position as Chair, pursuant to article 2389, paragraph 3, of the Italian Civil Code |
240,000 |
| Overall economic treatment for the Chair | 300,000 |
Dr. Recordati is a recipient of health care coverage extended to his household as well.
The total annual financial treatment for the Chair currently in office, paid as fixed remuneration, was equal to € 300.000, including the remuneration as Director indicated above.
The Chief Executive Officer, Robert Koremans was paid:
| Annual remuneration | |
|---|---|
| Basic remuneration as director of Recordati S.p.A | 60,000 |
| Remuneration for the special position of Chief Executive Officer, pursuant to article 2389, paragraph 3, of the Italian Civil Code |
590.000 |
| Fee for the obligations of non-competition and non-solicitation. | 300.000 |
| Overall economic treatment as Chief Executive Officer | 950.000 |
Therefore, the total annual economic treatment for the Chief Executive Officer, paid as fixed remuneration, was equal to € 950.000.
During 2023, although a few of them for part of the year, the following 7 Key Management Personnel members were in office at the Company:
These Key Management Personnel members has received an overall gross annual fixed remuneration equal to € 2.673.483 (on a pro rata basis reflecting the tenure as Key Management Personnel during 2023).
The amounts relating to variable remuneration are specified under the respective item in Tables 1 and 3B.
\
With reference to the short-term incentive scheme (STI), here below are the summary of incentive scheme and, subsequently, the level of achievement of the objectives approved by the Board of Directors with regard to the Chief Executive Officer:
| Group EBITDA | |||||
|---|---|---|---|---|---|
| CIRCUIT BREAKER | ON | ||||
| <95% of the budget | ≥95% of the budget | ||||
| Overall weight | OBJECTIVES | Weight | Threshold | Target | Maximum |
| 60% | ECONOMIC AND FINANCIAL OBJECTIVES set excluding new M&A/licensing transactions related to products already on the market, performed during the reference financial year |
20% of the Fixed Remuneration |
40% of the Fixed Remuneration |
60% of the Fixed Remuneration |
|
| Group EBITDA* The result is measured in relation to the predefined budget |
30% | The actual achievement was 6.7% above target, which translates to a payout of 30% of fixed remuneration (maximum achievement). |
|||
| Group Net Revenues* The result is measured in relation to the predefined budget |
20% | The actual achievement was 2.4% above target, which translates to a payout of 19.33% of fixed remuneration (close to maximum achievement). |
|||
| Group Adjusted Net Income* The result is measured in relation to the predefined |
10% | The actual achievement was 8.4% above target, which translates to a payout of 10.0% of fixed remuneration (maximum achievement). |
|||
| 40% | STRATEGIC OBJECTIVES |
13.3% of the Fixed Remuneration |
26.7% of the Fixed Remuneration |
40% of the Fixed Remuneration |
|
| Acquisition/Licensing | 15% | The actual achievement was on maximum achievement, which translates to a payout of 15% of fixed remuneration. |
|||
| Carry out project to identify improvements in Group Industrial Operations and Group Purchasing. Implement appropriate tools and procedures to drive operational performance |
15% | The actual achievement was on maximum achievement, which translates to a payout of 15% of fixed remuneration. |
|||
| Driving pipeline development projects according to planned milestones |
5% | The actual achievement was on target achievement, which translates to a payout of 3.33% of fixed remuneration. |
|||
| Achievement of ESG initiatives for 2023, as per the ESG Plan |
5% | The actual achievement was on target achievement, which translates to a payout of 3.33% of fixed remuneration. |
|||
| Payout opportunity in % of Fixed Remuneration |
33.3% | 66.7% | 100% | ||
| Payout in % of Target STI | 50% | 100% | 150% |
*Please refer to the financial results as disclosed to the market and further adjusted in order to exclude the benefit arising from the license and distribution agreement finalized during the year with GSK (not foreseen in the original budget and in line with a STI system)
On the basis of the performance achieved, the overall remuneration for the Chief Executive Officer, to be paid as short-term variable component relating to the 2023 performance period, is therefore equal to € 911.991 gross, equal to 96% of the gross annual remuneration. The incentive accrued in 2023 as MBO will be paid in 2024 in accordance with the procedures set out in the MBO system. This short-term variable remuneration represents 38% of the total remuneration received by the Chief Executive Officer, calculated as the sum of fixed remuneration and short-term and long-term variable remuneration relating to 2023.
The other Key Management Personnel members have accrued - on the basis of the performance achieved in relation to the MBO system - an overall annual variable remuneration of € 1.875.325 gross.
Overall, the amount of variable remuneration granted to Key Management Personnel is on average equal to 70% of the gross annual remuneration.
As of 31st December 2023, the following long-term incentive plans are in place:
Following the successful achievement of performance conditions, the plan granted in 2021 will lead to full vesting during 2024.
For the Chief Executive Officer, with reference to the Performance Share Plan, on 27th June 2023, 26,111 rights were assigned with reference to the first granting cycle of the 2023-2025 Performance Share Plan.
The fair value of the options and rights relating to 2023 assigned to the Chief Executive Officer is € 558.972. This value represents 23% of the total remuneration received by the Chief Executive Officer, calculated as the sum of fixed remuneration and short-term and long-term variable remuneration relating to 2023.
It should be noted that in Table 1, column 7 (fair value of equity compensation), the amounts indicated do not include the fair value relating to the incentive plan, with a vesting period of 5 years , granted, starting from 2019, and fully financed by Rossini Luxembourg S.à.r.l., indirect shareholder of Recordati S.p.A., in favour of key management personnel, as well as, post joining the group, the Chief Executive Officer. These subjects will benefit from a return at the end of the plan and when certain performance conditions are met. The recognition of this incentive plan in accordance with IFRS 2 resulted in a charge in the 2023 income statement of € 1.5 million, against a corresponding increase in equity.
Also, for the other Key Management Personnel members, with reference to the Performance Share Plan (1st grant cycle) the total number of rights assigned was 60,484.
In 2023 an amount equal to € 72,000 was awarded to one Key Personnel, as transaction bonus ( first instalment), in line with the Remuneration Policy for 2023, as assessed by the Remuneration and Nomination Committee on the basis of the evaluation made by the CEO. This bonus was paid for the strategic and fundamental role in closing of the long-term commercialization agreement with GSK in the field of Urology. The agreement allows Recordati to commercialize the medicines Avodart® (dutasteride) and Combodart®/Duodart® (dutasteride/tamsulosin) in 21 countries, mainly in Europe starting from Q3 2023.
Remuneration and Nominations Committee Risk, Control and CSR Committee Chair € 25,000 Chair € 32,500 Member € 10,000 Member € 20,000
Remuneration paid for members of Committees was paid8 - the following fixed fees:
Below is the remuneration to the members of the Board of Statutory Auditors for 2023:
| Board of Statutory Auditors9 | |||
|---|---|---|---|
| Chair € 67,589 |
|||
| Statutory Auditor | € 48,493 |
\
During 2023 benefits were awarded in line with the Policy, with regard to the Chief Executive Officer and the other Key Management Personnel members, the value of which is shown in Table 1.
No severance payments were made to Executive Directors and Key Management Personnel.
In line with the requirements introduced by the updated version of the Issuers' Regulation published by Consob and in light of the remuneration paid described in this Section of the 2024 Report on the Remuneration Policy and the Remuneration Paid, the following is a comparison, considering the 2020, 2021, 2022 and 2023 Financial Years, of the annual variations:
8 The amounts indicated in this paragraph refer to the resolution of the Board of Directors appointed by the Shareholders' Meeting on 29th April 2022 and governs the remuneration for the 2022-2024 term unless otherwise determined 9 On pro rata temporis basis: It should be noted in fact that the amount is equal to the sum of: the fees for the period until 20 April
2023 on the basis of the annual remuneration previously resolved by the Shareholders' Meeting in 2020 and the fees for the period until 31 December 2023 on the basis of the new annual remuneration resolved by the Shareholders' Meeting after the renewal of the Statutory Auditors in 2023.
| NAME | POSITION | Δ 2023-2022 | Δ 2023-2021 | Δ 2023-2020 | Δ 2023-2019 | ||||
|---|---|---|---|---|---|---|---|---|---|
| Andrea Recordati | Chair | -21% | (1) | -86% | (1) | -84% | (1) | -87% | (1) |
| Robert Koremans | Chief Executive Officer | 71% | (2) | 1761% | (2) | N/A | N/A | ||
| Michaela Castelli | Director | 4% | 14% | 14% | 16% | ||||
| Giampiero Mazza | Director | N/A | (3) | N/A | (3) | N/A | (3) | N/A | (3) |
| Cathrin Petty | Director | N/A | (3) | N/A | (3) | N/A | (3) | N/A | (3) |
| Guido Guidi | Director | 0% | (4) | 50% | (4) | 50% | (4) | N/A | |
| Joanna Le Couilliard Director | 4% | 13% | 9% | 10% | |||||
| Piergiorgio Peluso | Director | 4% | (4) | 14% | (4) | 70% | (4) | N/A | |
| Giorgio De Palma | Director | N/A | (3) | N/A | (3) | N/A | (3) | N/A | (3) |
| Kim Stratton | Director | 0% | (5) | 2900% | (5) | N/A | N/A | ||
| Elisa Corghi | Director | 49% | (6) | N/A | N/A | N/A | |||
| Luigi La Corte | Director | 49% | (6) | N/A | N/A | N/A |
(1) Chief Executive Officer until 30th November 2021 and after Chair
(2) Chief Executive Officer from 1st December 2021
(3) Director has waived any remuneration for the position of Director
(4) Director from 29th April 2020
(5) Director from 16th December 2021 (6) Director from 29th April 2022
BOARD OF STATUTORY AUDITORS*
| NAME | POSITION | Δ 2023-2022 | Δ 2023-2021 | Δ 2023-2020 | Δ 2023-2019 |
|---|---|---|---|---|---|
| Antonio Santi | Chair | 10% | 10% | 17% | 36% |
| Ezio Simonelli | Statutory Auditor | 7% | 7% | 60% (1) |
N/A |
| Livia Amidani Alibert | Statutory Auditor | 7% | 7% | 14% | 37% |
* On pro rata temporis basis
(1) Statutory Auditor from 29/04/2020
| PARAMETER Δ 2023-2022 Δ 2023-2021 Δ 2023-2020 Δ 2023-2019 | ||||
|---|---|---|---|---|
| EBITDA* | 13% | 26% | 33% | 39% |
* Net income before income taxes, financial income and expenses, depreciation and write down of both property, plant and equipment, intangible assets and goodwill, and non-recurring events.
| PERIMETER | Δ 2023-2022 Δ 2023-2021 Δ 2023-2020 Δ 2023-2019 | |||
|---|---|---|---|---|
| Total number of employees as of 31st December* | 10.9% | 16.0% | 16.4% | 18.4% |
* Excluding the Chief Executive Officer.
\
Table 1 - Remuneration paid to Directors, Statutory Auditors, General Managers and other Key Management Personnel (€000)
| Tab 1 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration paid to Directors (*) | ||||||||||||
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | |
| Period in | Non-equity variable remuneration |
Non | Fair Value of | Severance indemnity |
||||||||
| Name and Surname | Position | which the office was held (A) |
Date at which the office ends |
Fixed remuneration |
Remuneration for attendance on committees |
Bonuses and other incentives (B) |
Share in profits |
monetary benefits (C) |
Other remuneration (D) |
TOTAL | equity remuneration (E) |
for end of office or termination of employment |
| Board of Directors | ||||||||||||
| Andrea Recordati | Chair | 01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
|||||||||
| (I) Compensation in the company preparing the financial statements | (i) 60 |
60 | 13 | |||||||||
| (ii) 240 |
2 | 242 | ||||||||||
| (II) Compensation from subsidiaries or affiliate companies | 0 | |||||||||||
| (III) Total | 300 | 0 | 0 | 0 | 2 0 |
302 | 13 | 0 | ||||
| Guido Angelo Giovanni Guidi |
Vice-Chair | 01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
|||||||||
| (I) Compensation in the company preparing the financial statements | (i) 60 |
60 | ||||||||||
| (iii) 30 |
30 | |||||||||||
| (II) Compensation from subsidiaries or affiliate companies | 0 | 0 | ||||||||||
| (III) Total | 90 | 0 | 90 | 0 |
| Robert Koremans | CEO | 01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) Compensation in the company preparing the financial statements | (i) (iv) 590 |
60 | 912 | 77 (v) | 300 | 60 1.879 |
559 | ||||||
| (II) Compensation from subsidiaries or affiliate companies | |||||||||||||
| (III) Total | 650 | 0 | 912 | 77 | 300 | 1.939 | 559 | ||||||
| Michaela Castelli | Director | 01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
||||||||||
| (I) Compensation in the company preparing the financial statements | (i) | 60 (vi) | 10 | 70 | |||||||||
| (vii) | 33 | 33 | |||||||||||
| (II) Compensation from subsidiaries or affiliate companies | 0 | ||||||||||||
| (III) Total | 60 | 43 | 103 | ||||||||||
| Elisa Corghi | Director | 01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
||||||||||
| (i) | 60 (vi) | 10 | 70 | ||||||||||
| (I) Compensation in the company preparing the financial statements | (vii) | 20 | 20 | ||||||||||
| (II) Compensation from subsidiaries or affiliate companies | 0 | ||||||||||||
| (III) Total | 60 | 30 | 90 | ||||||||||
| Giorgio De Palma | Director | 01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
||||||||||
| (I) Compensation in the company preparing the financial statements | (viii) 0 | 0 | |||||||||||
| (II) Compensation from subsidiaries or affiliate companies | |||||||||||||
| (III) Total | 0 | 0 | |||||||||||
| Luigi La Corte | Approval of the Director and 01.01.2023 financial statements Group CFO 31.12.2023 as at 31/12/2024 |
||||||||||||
| (I) Compensation in the company preparing the financial statements | (i) (ix) 531 |
60 | 389 | 8 | 60 928 |
238 | |||||||
| (II) Compensation from subsidiaries or affiliate companies | |||||||||||||
| (III) Total | 591 | 0 | 389 | 8 | 988 | 238 | |||||||
| Joanna Susan Le Couilliard |
Approval of the 01.01.2023 Director financial statements 31.12.2023 as at 31/12/2024 |
||||||||||||
| (I) Compensation in the company preparing the financial statements | (i) | 60 (vi) | 25 | 85 |
| (II) Compensation from subsidiaries or affiliate companies | 0 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (III) Total | 60 25 |
85 | ||||||||
| Giampiero Mazza | Director | 01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
|||||||
| (I) Compensation in the company preparing the financial statements | (x) | 0 | 0 | |||||||
| (II) Compensation from subsidiaries or affiliate companies | ||||||||||
| (III) Total | 0 | 0 | ||||||||
| Piergiorgio Peluso | Director | 01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
|||||||
| (I) Compensation in the company preparing the financial statements | (i) | 60 (vii) 20 |
80 | |||||||
| (II) Compensation from subsidiaries or affiliate companies | ||||||||||
| (III) Total | 60 20 |
80 | ||||||||
| Cathrin Petty | Approval of the 01.01.2023 Director financial statements 31.12.2023 as at 31/12/2024 |
|||||||||
| (I) Compensation in the company preparing the financial statements | (xi) | 0 | 0 | |||||||
| (II) Compensation from subsidiaries or affiliate companies | ||||||||||
| (III) Total | f | 0 | ||||||||
| Kim Narelle Stratton | Approval of the 01.01.2023 Director financial statements 31.12.2023 as at 31/12/2024 |
|||||||||
| (I) Compensation in the company preparing the financial statements | (i) (iii) |
60 30 |
60 30 |
|||||||
| (II) Compensation from subsidiaries or affiliate companies | 0 | 0 | ||||||||
| (III) Total | 90 | 0 | 90 | 0 |
\
| Remuneration paid to Statutory Auditors | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Antonio Santi | Chair | 01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
||||||
| (I) Compensation in the company preparing the financial statements | 68 | 68 | |||||||
| (II) Compensation from subsidiaries or affiliate companies | |||||||||
| (III) Total | 68 | 68 |
| Livia Amidani Aliberti | Statutory Auditor |
01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
|||||
|---|---|---|---|---|---|---|---|---|
| (I) Compensation in the company preparing the financial statements | 48 | 48 | ||||||
| (II) Compensation from subsidiaries or affiliate companies | ||||||||
| (III) Total | 48 | 48 | ||||||
| Ezio Simonelli | Statutory Auditor |
01.01.2023 31.12.2023 |
Approval of the financial statements as at 31/12/2024 |
|||||
| (I) Compensation in the company preparing the financial statements | 48 | 48 | ||||||
| (II) Compensation from subsidiaries or affiliate companies | ||||||||
| (III) Total | 48 | 48 |
| N. 5 Key Management Personnel members of the Company (1) N. 1 Key Management Personnel members of subsidiaries |
||||||
|---|---|---|---|---|---|---|
| (I) Compensation in the company preparing the financial statements | 2.145 | 1.641 | 176 | 3.959 | 939 | |
| (II) Compensation from subsidiaries or affiliate companies | ||||||
| (III) Total | 2.145 | 1.641 | 176 | 3.959 | 939 |
(B) This value corresponds to what is indicated in Table 3B with regard to the sum of: (i) payable bonus of the year; (ii) deferred bonus of the year; (iii) other bonuses.
(C) This item includes the taxable value of the non-monetary benefits for which the company offers a good and/or service by directly assuming payment of the same.
(D) The amounts shown include monetary benefits paid directly by the company to the employee.
(E) These values correspond to what is indicated in Table 3A with regard to the "Fair Value of the financial instruments attributable to the year".
(i) Fees within the competence of the shareholders' meeting, even if not paid.
(ii) Remuneration for special offices pursuant to Article 2389 paragraph 3 cc as Chairman
(iii) Consulting agreement with Recordati SpA
(iv) Remuneration for special offices pursuant to Article 2389 paragraph 3 cc as Chief Executive Officer
(v) Amount recognised as non-compete obligations
(vi) Amount recognized for participation in the Remuneration and Nomination Committee
(vii) Amount recognized as Chairman of the Control, Risk and Sustainability Committee. (viii) Mr. Giorgio De Palma has waived any remuneration for the position of Director.
\
(x) Dr. Giampiero Mazza has waived any compensation for the position of Director
(xi) Dr. Cathrin Petty has waived any compensation for the position of Director.
(1) In office as of 31.12.2023 there are two managers - in addition to Group CFO, Luigi La Corte, who is also a Director - qualified as key manager personnel (one is an employee of the Company and one is an employee of a subsidiary). In relation to the further four managers qualified as key manager personnel (employees of the Company), as listed in paragraph 3 of Part I of this Section II, the Board of Directors determined to remove this qualification for the relevant roles during 2023. The information shown in the table relates to the period during which this qualification was in place.
(ix) Remuneration as Group CFO
| Table 2 - Stock Options assigned to Directors, General Managers and other Key Management Personnel | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| members | ||||||||||||||||
| Options held as at 01.01.2023 | Options assigned in 2023 | Options exercised in 2023 | Options expired in 2023 |
Options held as at 31.12.2023 |
Options related to 2023 |
|||||||||||
| A | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 |
| Name and Surname and position held as at 31.12.2023 |
Plan - Resolution date |
Number of options |
Exercise price (€) |
Exercise period (from - to) |
Number of options |
Exercise price (€) |
Exercise period (from - to) |
Fair value as at date of assignment (€) |
Date of assignment |
Market price of Recordati share as at date of assignment of options (€) |
Number of options |
Exercise price (€) |
Market price of Recordati share as at exercise date (€) |
Number of options |
Number of options |
Fair value (€) |
| Andrea Recordati | Plan 2014-2018 - 17.04.2014 |
27.000 27.000 27.000 27.000 |
21,93 21,93 21,93 21,93 |
2018-31.12.24 2019-31.12.24 2020-31.12.24 2021-31.12.24 |
- | 308.000 | 12.881 | |||||||||
| Chairman | Plan 2018-2022 - 18.04.2018 |
50.000 50.000 50.000 50.000 |
30,73 30,73 30,73 30,73 |
2020-31.12.26 2021-31.12.26 2022-31.12.26 2023-31.12.26 |
- | |||||||||||
| Robert Koremans CEO |
Plan 2021-2023 - 20.04.2021 |
130.000 130.000 |
56,01 47,52 |
2024-31.12.29 2025-31.12.30 |
- | 260.000 | 367.488 | |||||||||
| Luigi La Corte Group Chief |
Plan 2018-2022 - 18.04.2018 |
10.000 20.000 20.000 20.000 |
30,73 30,73 30,73 30,73 |
2020-31.12.26 2021-31.12.26 2022-31.12.26 2023-31.12.26 |
70.000 | 30,73 | 46,65 | 135.000 | 156.408 | |||||||
| Financial Officer | Plan 2021-2023 - 20.04.2021 |
60.000 75.000 |
45,97 47,52 |
2024-31.12.29 2025-31.12.30 |
- | |||||||||||
| Plan 2014-2018 - 17.04.2014 |
1.500 34.500 34.500 34.500 |
21,93 21,93 21,93 21,93 |
2018-31.12.24 2019-31.12.24 2020-31.12.24 2021-31.12.24 |
10.000 55.000 10.000 10.000 10.000 |
21,93 21,93 21,93 21,93 21,93 |
42,24 46,95 46,82 44,10 45,90 |
747.500 | |||||||||
| N. 6 Key Management Personnel members of the Company (*) |
Plan 2018-2022 - 18.04.2018 |
48.750 56.250 71.250 71.250 |
30,73 30,73 30,73 30,73 |
2020-31.12.26 2021-31.12.26 2022-31.12.26 2023-31.12.26 |
17.500 22.500 7.500 5.000 |
30,73 30,73 30,73 30,73 |
46,19 46,89 46,47 46,38 |
576.797 | ||||||||
| Plan 2021-2023 - |
277.500 265.000 |
45,97 47,52 |
2024-31.12.29 2025-31.12.30 |
- |
\
| TABELLA 3A | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive plans based on financial instruments, other than stock options, in favour of Directors and other Key Management Personnel | |||||||||||||
| Financial instruments assigned in previous years not vested during the year |
Financial instruments assigned during the year 4 5 6 7 8 |
Financial instrument vested during the year and not attributed |
Financial instruments vested during the year and attributable |
Financial instruments for the year |
|||||||||
| A | B | 1 | 2 | 3 | 9 | 10 | 11 | 12 | |||||
| Name Surname |
Position | Plan | Number and type of financial instruments |
Vesting Period |
Number and type of financial instruments |
Fair value at the allocation date |
Vesting Period |
Allocation date |
Market price at allocation |
Number and type of financial instruments |
Number and type of financial instruments |
Value at the date of maturity |
Fair value |
| Robert Koremans |
CEO | 2023 - 2025 Plan 21/04/2023 |
26,111 Performance Shares |
1,062,892 | 3 years 2023 - 2025 |
27/06/2023 | 42.71 | 191,484 | |||||
| N. 6 Key Management Personnel members of the Company (1) N. 1 Key Management Personnel members of subsidiaries |
2023 - 2025 Plan 21/04/2023 |
60,484 Performance Shares |
2,462,102 | 3 years 2023 - 2025 |
27/06/2023 | 42.71 | 443,558 | ||||||
| (III) Total | 3,524,994 | 635,042 |
| Cash plans granted to Directors, General Managers and other Key Management Personnel members | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| A | B | 1 | 2 | 3 | 4 | ||||
| Name and Surname | Position | Plan | Bonus for 2023 | Bonuses for prior years | Other Bonuses |
||||
| (A) | (B) | (C) | (A) | (B) | (C) | ||||
| Payable / paid |
Deferred | Deferment period |
No longer payable |
Payable / paid |
Still deferred | ||||
| Robert Koremans | CEO | MBO 2023 | 911.991 | ||||||
| Luigi La Corte | CFO | MBO 2023 | 389.340 | ||||||
| Company (1) | N. 5 Key Management Personnel members of the | 1.485.985 | |||||||
| N. 1 Key Management Personnel members of subsidiaries |
Other Bonuses (2) | 155.333 | |||||||
| Total | 2.787.316 | 0 | 0 | 0 | 0 | 0 | 155.333 |
(1) In office as of 31.12.2023 there are two managers – in addition to Group CFO, Luigi La Corte, who is also a Director – qualified as key manager personnel (one is an employee of the Company and one is an employee of a subsidiary). In relation to the further four managers qualified as key manager personnel (employees of the Company), as listed in paragraph 3 of Part I of this Section II, the Board of Directors determined to remove this qualification for the relevant roles during 2023. The information shown in the table relates to the period during which this qualification was in place.
(2) Bonuses other than annual STI, such as transaction bonus.
| Board of Directors (Name and Surname) |
Position | Recordati S.p.A. type of shares |
No. of shares held as at 31.12.22 |
No. of shares purchased in 2023 |
No. of shares sold in 2023 |
No. of shares held as at 31.12.23 |
|---|---|---|---|---|---|---|
| DIRECTORS IN OFFICE | ||||||
| Andrea Recordati * | Chair | ordinary | 118.000 | - | - | 118.000 |
| Guido Guidi | Vice-Chair | ordinary | - | - | - | - |
| Robert Koremans | Chief Executive Officer | ordinary | 745 | - | - | 745 |
| Luigi La Corte | Director | ordinary | 1.450 | 70.000* | 60.000* | 11.450 |
| Michaela Castelli | Director | ordinary | - | - | - | - |
| Giorgio De Palma | Director | ordinary | - | - | - | - |
| Joanna Le Couilliard | Director | ordinary | - | - | - | - |
| Giampiero Mazza | Director | ordinary | - | - | - | - |
| Piergiorgio Peluso | Director | ordinary | - | - | - | - |
| Cathrin Petty | Director | ordinary | - | - | - | - |
| Elisa Corghi | Director | ordinary | - | - | - | - |
| Kim Stratton | Director | ordinary | - | - | - | - |
(*) Shares resulting from the exercise of stock options
\
| Board of Statutory Auditors (Name and Surname) |
Position | Recordati S.p.A. No. of shares held type of shares as at 31.12.22 |
No. of shares purchased in 2023 |
No. of shares sold in 2023 |
No. of shares held as at 31.12.23 |
||
|---|---|---|---|---|---|---|---|
| Antonio Santi Chair |
ordinary | - | - | - | - | ||
| Livia Amidani Aliberti Statutory Auditor |
ordinary | - | - | - | - | ||
| Ezio Simonelli Statutory Auditor |
ordinary | - | - | - | - |
| Recordati S.p.A. type of shares |
No. of shares held as at 31.12.22 |
No. of shares purchased in 2023 |
No. of shares sold in 2023 |
No. of shares held as at 31.12.23 |
|
|---|---|---|---|---|---|
| N. 5 Key Management Personnel members of the Company N. 1 Key Management Personnel members of subsidiaries (*) |
ordinary | - | 147.625 (1) (2) |
147.500 (1) | 125 (3) |
(*) In office as of 31.12.2023 there are two managers - in addition to Group CFO, Luigi La Corte, who is also a Director - qualified as key manager personnel (one is an employee of the Company and one is an employee of a subsidiary). In relation to the further four managers qualified as key manager personnel (employees of the Company), as listed in paragraph 3.7 of Section I, the Board of Directors determined to remove this qualification for the relevant roles during 2023. The information shown in the table relates to the period during which this qualification was in place.
(1) Include shares resulting from the exercise of stock options
(2) of which no. 125 shares purchased by a spouse
(3) Shares held by a spouse
| FRAME 2 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option | |||||||||||
| SECTION ONE | |||||||||||
| NAME OR CATEGORY |
POSITION | Options relating to currently valid plans, approved on the basis of previous shareholders' resolutions | |||||||||
| Date of the shareholders' resolution |
Description of instrument | Options held as at 31st December 2023 |
Options exercised since beginning of the plan until 31st December 2023 **** |
Date of grant by BoD |
Exercise price € |
Market price of the underlying financial instruments on the grant date (official price) € |
Exercise period (from to) *** |
||||
| Andrea Recordati | Chair | ||||||||||
| 17/04/2014 | Options on Recordati S.p.A. shares with physical delivery |
108.000 | 2014-2018 Plan: 180.000 2018-2022 Plan: 0 |
13/04/2016 | 21,93 | 22,318 | 2018 - 31.12.2024 (1° tranche) 2019 - 31.12.2024 (2° tranche) 2020 - 31.12.2024 (3° tranche) 2021 - 31.12.2024 (4° tranche) |
||||
| 18/04/2018 | Options on Recordati S.p.A.shares with physical delivery |
200.000 | 03/08/2018 | 30,73 | 31,920 | 2020 - 31.12.2026 (1° tranche) 2021 - 31.12.2026 (2° tranche) 2022 - 31.12.2026 (3° tranche) 2023 - 31.12.2026 (4° tranche) |
|||||
| Koremans Robert | Director and Chief Executive Officer |
20/04/2021 | Options on Recordati S.p.A. shares with physical delivery |
130.000 | 2021-2023 Plan: | 01/12/2021 | 56,01 | 2024**-31.12.2029 | |||
| 20/04/2021 | Options on Recordati S.p.A.shares with physical delivery |
130.000 | 0 | 24/02/2022 | 47.52 | 2025** - 31.12.2030 |
TABLE No. 1 of outline 7 of Annex 3A of Regulation No. 11971/1999
** Thirty days following the shareholders meeting held to approve the annual report of the previous year.
*** Tranches of options which already vested and not yet exercised subsequent to vesting may be exercised before and not later than the end of the eighth financial year following that in which the Board of Directors granted the options.
Furthermore, each tranche consists of 25% of the options granted to the participant.
**** Options exercised and expired are excluded.
\
| NAME OR CATEGORY |
POSITION | FRAME 2 Stock option Options relating to currently valid plans, approved on the basis of previous shareholders' resolutions |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Date of the shareholders' resolution |
Description of instrument | Options held as at 31st December 2023 |
Options exercised since beginning of the plan until 31st December 2023 *** |
Date of grant by BoD |
Exercise price € |
Market price of the underlying financial instruments on the grant date (official price) € |
Exercise period (from to) * |
|||
| Luigi La Corte | 18/04/2018 | Options on Recordati S.p.A. shares with physical delivery |
0 | 2018-2022 Plan: 80.000 |
03/08/2018 | 30,73 | 31,920 | 2020 - 31.12.2026 (1° tranche) 2021 - 31.12.2026 (2° tranche) 2022 - 31.12.2026 (3° tranche) 2023 - 31.12.2026 (4° tranche) |
||
| Group Chief Financial Officer | 20/04/2021 | Options on Recordati S.p.A. shares with physical delivery |
60.000 | 2021-2023 Plan: 0 |
06/05/2021 | 45,97 | 2024**-31.12.2029 | |||
| 20/04/2021 | Options on Recordati S.p.A. shares with physical delivery |
75.000 | 24/02/2022 | 47.52 | 2025** - 31.12.2030 | |||||
| N. 6 Key Management Personnel |
17/04/2014 | Options on Recordati S.p.A.shares with physical delivery |
10.000 | 2014-2018 Plan: 358.000 2018-2022 Plan: 90.000 2021-2023 Plan: 0 |
13/04/2016 | 21,93 | 22,328 | 2018 - 31.12.2024 (1° tranche) 2019 - 31.12.2024 (2° tranche) 2020 - 31.12.2024 (3° tranche) 2021 - 31.12.2024 (4° tranche) |
||
| 18/04/2018 | Options on Recordati S.p.A. shares with physical delivery |
195.000 | 03/08/2018 | 30,73 | 31,920 | 2020 - 31.12.2026 (1° tranche) 2021 - 31.12.2026 (2° tranche) 2022 - 31.12.2026 (3° tranche) 2023 - 31.12.2026 (4° tranche) |
||||
| 20/04/2021 | Options on Recordati S.p.A. shares with physical delivery |
277.500 | 20/04/2021 | 45,97 | 2024**-31.12.2029 | |||||
| 20/04/2021 | Options on Recordati S.p.A. shares with physical delivery |
265.000 | 24/02/2022 | 47.52 | 2025** - 31.12.2030 | |||||
| Other Beneficiaries as at 31.12. 2023 (260) |
17/04/2014 | Options on Recordati S.p.A. shares with physical delivery |
581.500 | 2014-2018 Plan: 7.542.250 |
13/04/2016 | 21,93 | 22,328 | 2018 - 31.12.2024 (1° tranche) 2019 - 31.12.2024 (2° tranche) 2020 - 31.12.2024 (3° tranche) 2021 - 31.12.2024 (4° tranche) |
||
| 18/04/2018 | Options on Recordati S.p.A.shares with physical delivery |
1.498.000 | 2018-2022 Plan: 2.128.750 |
03/08/2018 | 30,73 | 31,920 | 2020 - 31.12.2026 (1° tranche) 2021 - 31.12.2026 (2° tranche) 2022 - 31.12.2026 (3° tranche) 2023 - 31.12.2026 (4° tranche) |
|||
| 20/04/2021 | Options on Recordati S.p.A. shares with physical delivery |
2.054.000 | 2021-2023 Plan: 0 |
20/04/2021 | 45,97 | 2024**-31.12.2029 | ||||
| 20/04/2021 | Options on Recordati S.p.A.shares with physical delivery |
2.623.000 | 24/02/2022 | 47.52 | 2025** - 31.12.2030 |
* Tranches of options already vested and not yet exercised subsequent to vesting may be exercised before and not later than the end of the eighth financial year following that in which the Board of Directors granted the options. Furthermore, each tranche consists of 25% of the options granted to the participant.
** Thirty days following the shareholders meeting held to approve the annual report of the previous year.
*** Options exercised and expired are excluded.
\
| Performance Shares Plan 2023 - 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial instruments other than stock options | ||||||||||
| New assignment instruments on the basis of the decision of the board of directors to propose to the shareholders' meeting | ||||||||||
| Name and Surname or Category |
Office | Date of the relevant meeting resolution |
Type of financial instrument |
Number of financial instruments assigned |
Grant date | Instrument purchase price (if applicable) |
Market price at the time of the grant |
Vesting period | ||
| Robert Koremans | CEO | 21/04/2023 | Performance Shares |
26,111 | 27/06/2023 | NA | 42.71 | 3 years 2023 - 2025 |
||
| N. 6 Key Management Personnel members of the Company N. 1 Key Management Personnel members of subsidiaries |
21/04/2023 | Performance Shares |
60,484 | 27/06/2023 | NA | 42.71 | 3 years 2023 - 2025 |
|||
| Other Beneficiaries (n. 370) | 21/04/2023 | Performance Shares |
353,890 | 27/06/2023 | NA | 42.71 | 3 years 2023 - 2025 |
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