Remuneration Information • Apr 7, 2025
Remuneration Information
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pursuant to Articles 123-ter of the TUF and 84-quater of the Issuers' Regulation

year ended December 31, 2024
This report on CY4Gate S.p.A.'s remuneration policy and compensation paid was approved by the Board of Directors on March 12, 2025
This report (the "Report") on the Remuneration Policy for the fiscal year 2025 and compensation paid during the fiscal year 2024, prepared pursuant to Article 123ter of Italian Legislative Decree No. 58/1998, as subsequently amended and supplemented ("TUF") and in accordance with Article 84quater of the Regulation adopted by CONSOB resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers Regulation"), Schedules 7bis and 7ter set forth in Appendix 3A of the Issuers' Regulation, and the recommendations on remuneration contained in the Corporate Governance Code of Borsa Italiana S.p.A. (the "Corporate Governance Code"), and approved by the Board of Directors of CY4Gate S.p.A. ("CY4" or the "Company") on March 12, 2025, is divided into two sections:
The Policy is aimed at rewarding effective and sustained results that are appropriately commensurate with the associated risks. It takes into account the nature, size and operational characteristics of the company (according to the principle of proportionality) and is based on clear and sustainable principles, providing for variable components of remuneration linked to the achievement of medium- and long-term results. In all instances where variable remuneration components are granted, a balanced ratio between fixed and variable components is maintained, the additional conditions are met, and the limits, timeframes, and payment methods set forth in the Policy are complied with.
In order to promote behavior consistent with the Company's sustainable performance requirements, the Policy also takes into account the provisions contained in the Code of Ethics of the group headed by CY4 (the "Group").
CY4's Appointments and Remuneration Committee (for the purposes of this Report, the "Remuneration Committee") plays a particularly important role in the decision-making process aimed at defining the Policy, with specific regard to the provisions made for the Group's senior figures, who have ultimate responsibility for processes that may affect the development or future prospects, as well as the management of legal and reputational risks for the Company and the Group.
The Policy – which is updated on an annual basis – was approved by the Company's Board of Directors, following a proposal by the Remuneration Committee, on March 12, 2025, and will be submitted for approval at the Shareholders' Meeting scheduled for single call on April 28, 2025.
The Policy is: (i) approved by the Company's Board of Directors following a proposal by the Remuneration Committee; and (ii) presented – at the time of the approval of the financial statements – to the Shareholders' Meeting, whose vote is binding pursuant to Article 123ter, paragraph 3ter of the TUF.
The main parties and bodies involved in the preparation, approval and implementation of the Policy are: the Shareholders' Meeting, the Board of Directors, the Remuneration Committee and the Board of Statutory Auditors.
The Shareholders' Meeting:
The Board of Directors:
The Remuneration Committee consists of 3 members, 2 of whom are non-executive and independent, namely, Alessandra Bucci (Chairwoman) and Maria Giovanna Calloni, and 1 nonexecutive and non-independent, Paolo Izzo. This Committee performs appraisal, proposal and advisory functions and, in particular:
In performing its functions, the Remuneration Committee has the right to access the necessary information, corporate departments, and facilities required for carrying out its duties, as well as may have financial resources and engage, at the Company's expense, within the terms established and the limits of the budget approved by the Board of Directors, of independent external consultants.
The Head of the Human Resources Organizational Unit is invited to attend the Committee's meetings on a permanent basis, and other persons, including non-executive members of the Board of Directors and employees of the Company or Group Companies, may attend, at the invitation of the Committee through their Chairperson and in relation to the topics under discussion from time to time.
All members of the Board of Statutory Auditors are invited to attend Committee meetings.
Lastly, it should be noted that, pursuant to Recommendation No. 26 of the Corporate Governance Code, directors (and, more generally, any beneficiaries) do not take part in meetings of the Remuneration Committee in which proposals are made regarding their remuneration or regarding the allocation of any benefits.
The Human Resources Organizational Unit supports the Committee in defining the guidelines, accompanied by all technical aspects necessary for the preparation of the Remuneration Policy. In particular, the Company's HR Function provides for the study of market trends and practices, as well as conducts appropriate industry market surveys (Salary Survey), and, more generally, supports the work of the Remuneration Committee by providing it with the analyses necessary for the development of remuneration policies and their alignment with market best practices.
The Administration, Finance and Control Organizational Unit contributes to the identification and reporting of the economic-financial targets underlying the short- and long-term systems and to the identification of the parameters for the calculation of the TSR for the purpose of measuring the Company's stock return as a performance target under the long-term incentive system.
For ESG-related matters within the activities of the Administration, Finance and Control Organizational Unit, the Human Resources Organizational Unit and the Administration, Finance and Control Organizational Unit are also involved.
The bodies of the Company did not use any independent experts in the preparation of the Policy.
The Board of Statutory Auditors formulates the opinions required by current regulations and expresses its opinion, in particular, on the remuneration of directors holding special offices.
The main purpose of the Policy is to promote a responsible approach, guided by the principles of competence and performance, and aimed at achieving the Company's long-term sustainable success. Consistently, this Policy gives significant weight to performance targets related to the achievement of economic-financial results, as well as to the impact of the company's activities on the environment, governance and social aspects, with the aim of incentivizing management to achieve – in a medium- to-long-term perspective and from an ESG-oriented perspective – performance targets that are consistent with the Company's culture and values.
The Policy also takes into account the need to attract, retain and motivate – in a highly competitive labor market – people with the skills and professionalism required by their role in the Company.
The Policy is guided by the following principles:
Along with the above, the Policy also takes into consideration the compensation and working conditions of its employees. In particular, CY4 has implemented a number of initiatives related to staff pay adjustments and, more generally, measures to improve work-life balance, aimed at greater flexibility in the performance of work services.
The Policy applies to members of the Board of Directors, both executive and non-executive and independent, members of the Board of Statutory Auditors, the General Manager, and Key Executives.
The Policy applies to a one-year period.
This Policy, covering fiscal year 2025, is in substantial continuity with the policy covering fiscal year 2024, which was approved by the Shareholders' Meeting on April 22, 2024.
The Policy consists of the following elements:
The balance between the fixed and variable components of remuneration on the total remuneration package is established having regard to the strategic targets of the Company, taking into account the characteristics of the Company, while still providing that the variable part represents a significant part of the total remuneration.
The fixed component of remuneration is related, primarily, to (a) professional specialization; (b) organizational role held; (c) responsibilities assumed; and (d) market practice for comparable professional positions.
With particular reference to the determination of the remuneration of directors holding special offices, it is also specified that the Board of Directors takes into account (i) the specific content of the powers delegated to the individual executive directors and/or (ii) the role held and the functions concretely performed by the individual executive directors within the Company, thereby ensuring that remuneration is consistent with the nature of the tasks assigned to them and with the Company's medium- to long-term targets.
A fixed amount of compensation is provided for all members of the Board of Directors so as to ensure adequate remuneration for the directors' activities and commitment to the Company. The current Board of Directors was appointed at the Shareholders' Meeting held on April 27, 2023 (and will remain in office until the Shareholders' Meeting called to approve the financial statements as at December 31, 2025), which determined the total fixed amount of directors' remuneration at Euro 225,000 gross annually.
This amount was subsequently allocated to all members of the management body. Specifically, the Board of Directors meeting of May 2, 2023 resolved to allocate Euro 25,000 gross annually, to be paid pro rata temporis, to each member of the Board of Directors.
In addition, in light of the delegated powers granted to the Chairperson of the Board of Directors and the Chief Executive Officer (the latter of an operational nature), as well as in line with market practice, the Board of Directors resolved to allocate an additional fixed annual gross compensation of:
On May 18, 2023, the Board of Directors resolved to allocate an additional fixed component for participation in the Board Committees ((i) Control, Risk and Sustainability Committee, (ii) Appointments and Remuneration Committee, (iii) Related-Party Transactions Committee, and (iv) Strategic Committee and, specifically, to allocate pro-rata temporis compensation equal to:
The remuneration of the General Manager and key executives is determined, in accordance with the remuneration policies adopted by the Company, consistent with the duties assigned to them and is composed of a fixed annual component as employee compensation.
The remuneration of the Board of Statutory Auditors is defined at the time of its appointment pursuant to Article 2402 of the Italian Civil Code. The Board of Statutory Auditors currently in office was appointed at the Shareholders' Meeting held on April 27, 2023 (and will remain in office until the Shareholders' Meeting called to approve the financial statements as at December 31, 2025), which resolved to determine its compensation on an annual basis at a gross amount of Euro 20,000 for the Chairperson of the Board of Statutory Auditors and Euro 15,000 gross for each Statutory Auditor.
Variable remuneration is divided into a medium- to long-term component, and a short-term component (typically annual – MBO System).
In addition to the fixed component, the Policy provides for a variable component based on medium- to long-term incentive mechanisms to be recognized in favor of executive directors, key executives and/or other key people (mainly executive managers and middle managers) of the Company and/or CY4's subsidiaries who hold roles deemed strategically relevant to the Company's and/or Group's business.
Details of the medium- to long-term incentive plan are contained within the regulation on "Sharebased Incentive Plan" approved by the BoD on June 13, 2023.
This variable component relates to a share-based incentive plan approved by the Company's Board of Directors on March 23, 2023 (the "Plan"), with a total duration of three years (from January 1, 2023 to December 31, 2025), and structured – in accordance with the principles and criteria contained in Article 5 of the Corporate Governance Code – according to best market practices and trends.
The Plan responds to the aim of linking a portion of the remuneration of key corporate resources to the Company's performance and the consequent creation of value for the Group, thus orienting these resources toward strategies aimed at achieving (business and sustainability related) results in a medium- to long-term, while developing a policy of retention and attraction of key corporate resources that strengthens the attractiveness and competitiveness of the remuneration package offered by the Company.
The Plan consists of the free allocation of a number of rights, which entitle the beneficiaries to receive ordinary shares of the Company, free of charge, in the ratio of 1:1, upon the achievement of certain financial and ESG targets, on an annual and three-year basis, as further specified below.
The Plan consists of 3 cycles. At the end of each cycle of the Plan, the Board of Directors is called upon to account for the achievement of the targets. In particular:
For the purposes of the Plan, the targets are classified as follows:
This target will be accounted by the Board of Directors and, if the conditions are met, beneficiaries will be able to exercise the associated rights only if the threshold performance of the Annual Target set for the same Plan cycle has also been achieved. If the threshold performance of the Annual Target has not been achieved, beneficiaries will lose the right to exercise the rights related to the ESG Annual Target, regardless of whether it was actually achieved.
If the target performance – or, exclusively for the Annual Target, the threshold performance for a given target – is not achieved, the rights associated with that target will be forfeited, and the beneficiary will not be entitled to receive the corresponding shares.
This is without prejudice to the fact that the Company's Board of Directors, after consulting the Remuneration Committee, may, at its sole discretion and unquestionable judgment, determine that unforeseen special circumstances have arisen since the targets were set, impacting the Group's economic, equity, and/or financial situation, and may therefore:
With reference to the Plan, it should be noted that at the meetings held on July 26, 2023, and March 8, 2024, the Board of Directors: (i) identified the beneficiaries of the Plan from among the individuals vested with strategically significant functions within the Company and its subsidiaries; and (ii) determined the number of rights to be granted to each beneficiary.
For the sake of completeness, it should be noted that, with regard to the 2025 Vesting period, the list of Plan beneficiaries has been updated due to changes in the Company's organizational structure.
The Plan includes claw-back clauses under which the Company reserves the unilateral right to revoke, even partially, the rights not yet exercised or to require the return of the shares assigned upon the exercise of rights, net of any taxes paid by the beneficiary, or if the shares have already been sold, to demand the return of the net gain obtained.
Beneficiaries shall continuously retain, for a period of 24 months following each share grant date, a number of shares at least equal to 50% of the shares granted following the exercise of rights.
The short-term variable component is designed to incentivize the achievement of annual targets set in the Company's budget and in line with the business plan for the reporting year.
Details of the short-term incentive plan are contained within the "Remuneration Policy Guidelines" approved by the Board on June 13, 2023.
The short-term incentive (MBO) plan is based on:
The short-term variable component percentage is determined by taking into account the weight of the role according to the position weighting methodology adopted, the technical, managerial and professional skills of the individual, the extent and nature of the specific delegated powers assigned, as well as market practices, as detailed below.
In the case of the General Manager, the variable component of the relevant remuneration upon achievement of targets is 40% of the gross annual remuneration.
In the case of the Chief Financial Officer, the variable component of the relevant remuneration upon achievement of targets is 30% of the gross annual remuneration.
The General Manager's variable remuneration is tied to the achievement of 70% of the Group EBITDA ("Threshold").
When the trigger thresholds are exceeded, if a minimum threshold of the specific target set at 70% ("Super Min") is reached, each target provides a payout as follows:
The different targets will always be calculated and, consequently, reported independently of each other.
| Super Min | Min | Target | Max | |
|---|---|---|---|---|
| Thresholds | 70% | 85% | 100% | 110% |
| MBO Payout | 0% | 50% | 100% | 115% |
| MBO as % of Fixed Compensation |
0% | 20% | 40% | 44% |
The table below shows the Payout for the General Manager and relevant Threshold.
The following table shows the 2025 targets for the General Manager:
| GOALS | ACCESS THRESHOLD | TARGET | OVER TARGET | WEIGHT |
|---|---|---|---|---|
| REVENUES | 90% | 100% | 110% | 40% |
| EBIT | 90% | 100% | 110% | 25% |
| COST CONTAINMENT 1. CY4 Total Staff expenses to Total Revenues Ratio |
42% | 39% | 38% | 10% |
| 2. RCS Total Staff expenses to Total Revenues Ratio |
50% | 42% | 41% | 10% |
| ESG PROJECT Gender equality: % Women in Middle & Top Mgmt |
16% | 17% | 18% | 15% |
The Chief Financial Officer's variable remuneration is tied to the achievement of 70% of Group EBITDA ("Threshold").
When the trigger thresholds are exceeded, if a minimum threshold of the specific target set at 70% ("Super Min") is reached, each target provides a payout as follows:
| Super Min | Min | Target | Max | |
|---|---|---|---|---|
| Thresholds | 70% | 85% | 100% | 110% |
| MBO Payout | 0% | 50% | 100% | 115% |
| MBO as % of Fixed Compensation |
0% | 15% | 30% | 33% |
The table below shows the Payout for the Chief Financial Officer and relevant Threshold.
The following table shows the 2025 targets for the Chief Financial Officer:
| GOALS | ACCESS THRESHOLD | TARGET | OVER TARGET | WEIGHT |
|---|---|---|---|---|
| REVENUES | 90% | 100% | 110% | 40% |
| EBIT | 90% | 100% | 110% | 25% |
| COST CONTAINMENT 1. CY4 Total Staff expenses to Total Revenues Ratio |
42% | 39% | 38% | 10% |
| 2. RCS Total Staff expenses to Total Revenues Ratio |
50% | 42% | 41% | 10% |
| ESG PROJECT Gender equality: % Women in Middle & Top Mgmt |
16% | 17% | 18% | 15% |
Standard non-monetary benefits may be granted to executive directors and key executives, depending on the office and role held (e.g., health insurance, mobile phone, car, computer).
In general, no special compensation or other benefits are granted to directors or any key executives upon termination of their office or in case of early termination of the employment relationship. The Company's policy also explicitly excludes entering into agreements with directors and key executives that regulate in advance the economic aspects pertaining to the
possible early termination of the relationship, whether at the initiative of the Company or the individual.
In the event of termination of the relationship with the Company for reasons other than just cause, the approach is to seek agreements for a consensual "closure" of the relationship. Subject, in any case, to legal and/or contractual obligations, termination agreements with the Company shall be based on relevant benchmarks, within the limits established by case law and prevailing practices.
Regarding the management of early termination agreements with directors, the other Group companies also adhere to these criteria.
With respect to the Plan, in the event of termination of the existing employment and/or directorship relationship between the individual beneficiary and CY4 or one its subsidiaries (the "Relationship") prior to the grant date, or otherwise prior to the delivery of shares for each Plan cycle, unless otherwise determined by the Board of Directors to be more favorable to the beneficiaries:
In the event of a transfer of the Relationship to another Group company and/or in the event of termination of the Relationship and simultaneous establishment of a new Relationship within the Group, again as a beneficiary, the individual will retain, mutatis mutandis, all the rights granted under the Plan.
Having acknowledged in advance that there is no social security or pension coverage other than compulsory coverage, it should be noted that a third-party liability insurance policy is in place for directors, statutory auditors and key executives to cover liabilities arising from the performance of their duties (so-called "Directors & Officers Liability"), that is valid for the Company and its subsidiaries.
As mentioned, on April 27, 2023, the Shareholders' Meeting determined the total fixed amount of directors' remuneration to be Euro 225,000 gross annually.
This amount was subsequently allocated to all members of the management body. Specifically, the Board of Directors meeting of May 2, 2023 resolved to allocate Euro 25,000 gross annually, to be paid pro rata temporis, to each member of the Board of Directors.
In addition, in light of the delegated powers granted to the Chairperson of the Board of Directors and the Chief Executive Officer (the latter of an operational nature), as well as in line with market practice, the Board of Directors resolved to allocate an additional fixed annual gross compensation of:
On May 18, 2023, the Board of Directors resolved to allocate an additional fixed component for participation in the Board Committees ((i) Control, Risk and Sustainability Committee, (ii) Appointments and Remuneration Committee, (iii) Related-Party Transactions Committee, and (iv) Strategic Committee and, specifically, to allocate pro-rata temporis compensation equal to:
The determination of remuneration levels and pay mix under the Policy is made consistently with the principles and purposes of the policies, while considering relevant market benchmarks.
CY4Gate looks unfavorably at the possibility of making exceptions to the elements that form part of the Policy.
However, the Company considers it appropriate, pursuant to Article 123ter, paragraph 3bis, of the TUF and Article 84quater, paragraph 2bis, lett. c), of the Issuers' Regulation, to allow temporary exceptions to the Policy described in this Section I of the Report in the event of
exceptional circumstances. These are situations where a deviation from the Policy is necessary to pursue the long-term interests and sustainability of the Company as a whole, or to ensure its ability to remain competitive in the market, such as, for example: (i) the occurrence of extraordinary and unforeseeable events, nationally or internationally, concerning the Group or the sectors and/or markets in which it operates, which may significantly affect the Group's results; (ii) substantial changes in the organization of business activities, whether objective (such as extraordinary transactions, mergers, disposals, etc.) or subjective, such as changes in the top management team.
The elements of the Policy for which, under exceptional circumstances, exceptions may be made for temporally defined periods may include:
With regard to the procedures for applying such exceptions, any deviation from the Policy shall be approved by the Board of Directors, after hearing the opinion of the Remuneration Committee and with the possible assistance of independent third parties, subject to the provisions of CONSOB Regulation No. 17221 of March 12, 2010 on related-party transactions and the procedure adopted by the Company on related-party transactions, where applicable.
A Board of Directors resolution shall determine the duration of this exception and the specific elements of the Policy that are being deviated from, without prejudice to the above.
As mentioned, the compensation payable to members of the Board of Statutory Auditors on an annual basis is determined by the Shareholders' Meeting at the time of their appointment pursuant to Article 2402 of the Italian Civil Code.
The compensation for members of the Board of Directors, the Board of Statutory Auditors, as well as key executives with reference to the fiscal year ended December 31, 2024 is shown below.
Said compensation is consistent with the Policy, set forth in Section I of the Report, as approved by the Shareholders' Meeting on April 22, 2024.
On April 27, 2023, the Shareholders' Meeting determined the total fixed amount of directors' remuneration to be Euro 225,000 gross annually.
This amount was subsequently allocated to all members of the management body. Specifically, the Board of Directors meeting of May 2, 2023 resolved to allocate Euro 25,000 gross annually, to be paid pro rata temporis, to each member of the Board of Directors.
On May 18, 2023, the Board of Directors resolved to allocate an additional fixed component for participation in the Board Committees ((i) Control, Risk and Sustainability Committee, (ii) Appointments and Remuneration Committee, (iii) Related-Party Transactions Committee, and (iv) Strategic Committee and, specifically, to allocate pro-rata temporis compensation equal to:
For more detailed information, please refer to Table 1 below.
In accordance with the above, with reference to the fiscal year 2024 (and, therefore, from January 1, 2024 to December 31, 2024), the members of the Board of Directors were paid the following gross compensation in addition to reimbursement of expenses incurred in the performance of their duties:
The following gross compensation was paid for participation in Board committees during fiscal year 2024:
[It should be preliminarily recalled that, on July 26, 2023, the Board of Directors, among other things, identified as beneficiaries of the share-based incentive plan approved by the same Board on March 23, 2023 (the "Plan"), with a total duration of three years (from January 1, 2023 to December 31, 2025), the Chairwoman of the Board of Directors Domitilla Benigni and the Chief Executive Officer Emanuele Galtieri, granting them rights under the Plan as follows:
For detailed information about the Plan, including how the variable component of the remuneration contributes to the Company's long-term results, see Section I, paragraph 3 "Remuneration Components", as well as Table 3A below.
During the 2025 fiscal year, the Board of Directors assessed the achievement of the targets assigned to the Chief Executive Officer and the Chief Financial Officer, respectively, as reported within the Company's Remuneration Policy 2024 contained in Section I of the Report on remuneration policy and compensation paid for the year ended December 31, 2023, noting that in view of the failure to achieve the minimum threshold of 65% of Group EBITDA, it would not be possible to proceed with the MBO disbursement.
Standard non-monetary benefits were grated to executive directors and key executives, depending on the office and role held (e.g., mobile phone, car, computer).
On April 22, 2024, the Shareholders' Meeting resolved to determine, for the Board of Statutory Auditors, compensation on an annual basis in the amount of euro 40,000 gross for the Chairperson of the Board of Statutory Auditors and Euro 30,000 gross for each Statutory Auditor.
In accordance with the above, with reference to the fiscal year 2024 (and, therefore, from January 1, 2024 to December 31, 2024), the members of the Board of Statutory Auditors were paid the following gross compensation in addition to reimbursement of expenses incurred in the performance of their duties:
* The amount paid in 2024 includes pro ratawhat was not paid in 2023.
** Amount includes a portion related to 2023 and a portion related to 2024.
*** Compensation paid to members of the Board of Statutory Auditors in 2024 refers to the years 2022–2023.
With reference to fiscal year 2024, Emanuele Galtieri was paid a gross compensation of Euro 186,751.36 for his role as General Manager.
With reference to fiscal year 2024, Marco Latini was paid a gross compensation of Euro 149,229.19 for his role as Chief Financial Officer.
As at the date of this Report, there are no agreements in place that provide for the award of allowances and/or other benefits for termination of office or termination of employment in the event of resignation, dismissal or revocation without just cause, or in any case of termination of employment.
During the fiscal year 2024, no exception to the Policy was applied.
In view of the characteristics of the Plan, for the analytical description of which please refer to Section I, paragraph 3 "Remuneration Components" of this Report, no ex-post correction mechanisms were applied during the year 2024 to the Plan recipients' remuneration variable component.
The tables below show compared to the year ended December 31, 2023:
| (iii) | the average remuneration of the Company's employees. | ||
|---|---|---|---|
| Board of Directors | 2024 | 2023 |
|---|---|---|
| Domitilla Benigni | Euro 50,000.04 | Euro 54,167.00 |
| Emanuele Galtieri | Euro 45,000.00 | Euro 51,667.00 |
| Alessandra Bucci | Euro 52,500.00* | Euro 9,166.67* |
| Maria Giovanna Calloni | Euro 40,000.00 | Euro 17,916.66 |
| Alessandro Chimenton | Euro 23,320.00** | Euro 10,820.00 |
| Roberto Ferraresi | Euro 35,000.04 | Euro 25,833.36 |
| Paolo Izzo | Euro 35,000.04 | Euro 20,625.00 |
| Cinzia Parolini | Euro 40,000.00 | Euro 25,471.00 |
| Alberto Luigi Sangiovanni Vincentelli | Euro 35,000.04 | Euro 28,750.00 |
| Board of Statutory Auditors | 2024 | 2023 |
| Stefano Fiorini | Euro 46,384.00*** |
| Paolo Grecco | Euro 30,000.00 | |
|---|---|---|
| Daniela Delfrate | - | - |
* The amount paid in 2024 includes pro rata what was not paid in 2023. Full compensation was not paid in 2023 for administrative reasons.
** Amount includes a portion related to 2023 and a portion related to 2024.
*** Compensation paid to members of the Board of Statutory Auditors in 2024 refers to the years 2022–2023.
| Reference values | 2024 | 2023 | Change (%) |
|---|---|---|---|
| [TOTAL REVENUES] | Euro 24,863,421 | Euro 17,607,890 | 41.21% |
| [EBITDA] | Euro 1,074,601 | Euro -2,180,290 | 149.29% |
| [EBIT] | Euro -7,937,526 | Euro -10,031,982 | 20.88% |
| Remuneration (Euro) | 2024 | 2023 | Change (%) |
|---|---|---|---|
| Employees average | Euro 38,000 | Euro 50,278.64 | -24% |
The Shareholders' Meeting held on April 22, 2024 voted in favor of Section II of the Remuneration Report 2023, which was approved by the favorable vote of 86.96% of the shareholders present at the Meeting, and there were no indications from the shareholders to be considered for the purposes of this Report.
The compensation paid in fiscal year 2024 for any reason and in any form by the Company in favor of the management and control bodies, as well as, in aggregate form, for key executives is shown below.
The information in tables 1, 2, 3A, and 3B is provided separately with reference to positions in the Company and for any positions held in listed and unlisted subsidiaries and affiliates.
This includes all individuals who during the fiscal year served, even for a portion of the period, as a member of the management and control body, general manager or key executive.
The following table shows the remuneration referring to fiscal year 2024, identified on an accrual basis, for the members of the Board of Directors and the Board of Statutory Auditors (as resolved by the Shareholders' Meeting of April 27, 2023), general managers and key executives, in accordance with the provisions of Appendix 3A, Schedule 7bis, of the Issuers' Regulation.
This includes all individuals who held the above positions during the fiscal year, even for a portion of a year.
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First and last name |
Position | Period for which the position was held |
Expiration of office |
Fixed compe nsatio n |
Compensa tion for participation in committees |
Bonuses and other incentives |
Non-equity variable compensation Profit sharing |
Non monetar y benefits |
Other compens ation |
Total | Fair Value of equity compens ation |
Allowance for termination of office or termination of emplo yment |
| Domitilla Benigni |
Chairwoman of the Board of Directors |
01/01/2024- 12/31/2024 |
Shareholders' Meeting approving the 2025 financial statements |
Euro 25,000 Euro 25,000 (*) |
- | - | - | D&O Policy | - | Euro 50,000 |
- | - |
| Of which compensation from the Company Euro 50,000 |
- | - | - | - | - | Euro 50,000 |
- | - | ||||
| Of which compensation from subsidiaries and affiliates | - | - | - | - | - | - | - | - | - | |||
| Emanuele Galtieri |
Chief Executive Officer |
01/01/2024- 12/31/2024 |
Shareholders' Meeting approving the 2025 financial statements |
Euro 261,751.36 |
- | - | - | D&O Policy 9,868.17[( §)] |
- | Euro 271,619.5 3 |
- | - |
| Of which compensation from the Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Euro | - | - | - | 9,868.17[( - |
Euro | - | - | ||||
| 231,751.36 | §)] | 241,619 | |||||||||
| Of which compensation from subsidiaries and affiliates | Euro 30,000 | - | - | - | - - |
Euro | - | - | |||
| 30,000 | |||||||||||
| Alessandra | Director | 01/01/2024- | Shareholders' | Euro | Euro | - | - | D&O Policy - |
Euro | - | - |
| Bucci** | 12/31/2024 | Meeting approving the 2025 |
32,500 | 20,000 | 52,500 | ||||||
| financial statements |
|||||||||||
| Of which compensation from the Company | Euro 32,500 |
Euro 20,000 |
- | - | - - |
Euro 52,500 |
- | - | |||
| Of which compensation from subsidiaries and affiliates | - | - | - | - | - - |
- | - | - | |||
| Maria | Director | 01/01/2024- | Shareholders' | Euro | Euro | - | - | D&O Policy - |
Euro | - | - |
| Giovanna Calloni |
12/31/2024 | Meeting approving the 2025 financial statements |
25,000 | 15,000 | 40,000 | ||||||
| Of which compensation from the Company | Euro 25,000 |
Euro 15,000 |
- | - | - - |
Euro 40,000 |
- | - | |||
| Of which compensation from subsidiaries and affiliates | - | - | - - |
- | - | ||||||
| Alessandro | Director | 01/01/2024- | Shareholders' | Euro | - | - | - | D&O Policy - |
Euro | - | - |
| Chimenton*** | 12/31/2024 | Meeting approving the 2025 financial |
23,320 | 23,320 | |||||||
| statements |
| Of which compensation from the Company | Euro | - | - | - | - - |
Euro | - | - | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 23,320 | 23,320 | ||||||||||
| Of which compensation from subsidiaries and affiliates | - | - | - | - | - - |
- | - | - | |||
| Roberto Ferraresi |
Director 01/01/2024- Shareholders' 12/31/2024 Meeting approving the 2025 financial statements |
Euro 10,000 |
- | - | D&O Policy - |
Euro 35,000 |
- | - | |||
| Of which compensation from the Company | Euro 25,000 |
Euro 10,000 |
- | - | - - |
Euro 35,000 |
- | - | |||
| Of which compensation from subsidiaries and affiliates | - | - | - | - | - - |
- | - | - | |||
| Paolo Izzo | Director | 01/01/2024- 12/31/2024 |
Shareholders' Meeting approving the 2025 financial statements |
Euro 25,000 |
Euro 10,000 |
- | - | D&O Policy - |
Euro 35,000 |
- | - |
| Of which compensation from the Company | Euro 25,000 |
Euro 10,000 |
- | - | - - |
Euro 35,000 |
- | - | |||
| Of which compensation from subsidiaries and affiliates | - | - | - | - | - - |
- | - | - | |||
| Cinzia Parolini | Director | 01/01/2024- 12/31/2024 |
Shareholders' Meeting approving the 2025 financial statements |
Euro 25,000 |
Euro 15,000 |
- | - | D&O Policy - |
Euro 40,000 |
- | - |
| Of which compensation from the Company | Euro 25,000 |
Euro 15,000 |
- | - | - - |
Euro 40,000 |
- | - | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Of which compensation from subsidiaries and affiliates | - | - | - | - | - - |
- | - | - | |||
| Alberto Luigi Sangiovanni Vincentelli |
Director | 01/01/2024- 12/31/2024 |
Shareholders' Meeting approving the 2025 financial statements |
Euro 25,000 |
Euro 10,000 |
- | - | D&O Policy - |
Euro 35,000 |
- | - |
| Of which compensation from the Company | Euro 25,000 |
Euro 10,000 |
- | - | - - |
Euro 35,000 |
- | - | |||
| Of which compensation from subsidiaries and affiliates | - | - | - | - | - - |
- | - | - | |||
| Stefano Fiorini**** |
Chairman of the Board of Statutory Auditors |
01/01/2024- 12/31/2024 |
Shareholders' Meeting approving the 2025 financial statements |
Euro 46,384 | - | - | - | D&O Policy - |
- | - | |
| Of which compensation from the Company | Euro 46,384 | - | - | - | - - |
Euro 46,384 |
- | - | |||
| Of which compensation from subsidiaries and affiliates | - | - | - | - | - | ||||||
| Paolo Grecco | Auditor | 01/01/2024- 12/31/2024 |
Shareholders' Meeting approving the 2025 financial statements |
Euro 30,000 | - | - | - | D&O Policy - |
Euro 30,000 |
- | - |
| Of which compensation from the Company | Euro 30,000 | - | - | - | - | - | Euro | - | - | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 30,000 | ||||||||||||
| Of which compensation from subsidiaries and affiliates | - | - | - | - | - | - | - | - | - | |||
| Daniela | Auditor | 01/01/2025- | Shareholders' | - | - | - | D&O Policy | - | - | - | ||
| Delfrate | 12/31/2025 | Meeting | ||||||||||
| approving | ||||||||||||
| the 2025 | ||||||||||||
| financial | ||||||||||||
| statements | ||||||||||||
| Of which compensation from the Company | - | - | - | - | - | - | - | |||||
| Of which compensation from subsidiaries and affiliates | - | - | - | - | - | - | - | |||||
| Marco Latini | Key Executive | [01/01/2024 - |
Euro 149,229.19 |
- | - | - | Euro 9,068.50[( |
Euro 30,000 |
Euro 188,297.6 |
- | - | |
| 12/31/2024] | §)] | 9 | ||||||||||
| Euro | - | - | - | Euro | - | Euro | - | - | ||||
| Of which compensation from the Company | 149,229.19 | 9,068.50 | 158,297.6 | |||||||||
| 9 | ||||||||||||
| Of which compensation from subsidiaries and affiliates | - | - | - | Euro 30,000 | - | 30,000 | - | - | ||||
| - (I) Compensation in the reporting company |
- | - | - | - | - | 787,120.6 | - | - | ||||
| 9 | ||||||||||||
| (II) Compensation from subsidiaries and affiliates | - | - | - | - | - | - | 60,000 | - | - | |||
| (III) Total | - | - | - | - | - | - | 847,121 | - | - | |||
(*) Compensation received for holding special offices.
(§) Includes fringe benefits and supplementary pension plan.
There are no stock-option plans for the members of the board of directors, the general manager, and other key executives and, therefore, the relevant table is not shown.
TABLE 3 A – Incentive plans based on financial instruments, other than stock options, for members of the board of directors, general managers and other key executives
| Financial instruments assigned in previous years not vested during the year |
Financial instruments assigned during the year | Financial instruments vested during the year and not assigned |
Financial instruments vested during the year and assignable |
Financial instruments pertaining to the year |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) |
| First and last name |
Position | Plan | Number and type of financial instruments |
Vesting period |
Number and type of financial instruments |
Fair value at assignment date |
Vesting period |
Date of assignment |
Market price at assignment |
Number and type of financial instruments |
Number and type of financial instruments |
Value on the accrual date |
Fair value |
| Domitilla Benigni |
Chairwoman | Share-based Incentive Plan 2023-2025 |
47,000 rights corresponding to 47,000 CY4 shares |
Annual (2023, 2024, 2025) and Three-yearly (2023-2025) |
0 | - | - | - | - | 0 | 0 | - | - |
| Emanuele Galtieri |
CEO | Share-based Incentive Plan 2023-2025 |
50,000 rights corresponding to 50,000 CY4 shares |
Annual (2023, 2024, 2025) and Three-yearly (2023-2025) |
0 | - | - | - | - | 0 | 0 | - | - |
| 0 | - | - | - | - | 0 | 0 | - | - | |||||
| (I) Compensation in CY4 | Plan A (date of resolution) |
||||||||||||
| Plan B (date of resolution) |
| Plan C (date of resolution) |
|||||||
|---|---|---|---|---|---|---|---|
| (II) Compensation from subsidiaries and affiliates |
Plan A (date of resolution) |
||||||
| Plan B (date of resolution) |
|||||||
| (III) Total | 122,000 rights corresponding to 122,000 CY4 shares |
There are no monetary incentive plans for members of the board of directors, general managers and other key executives and, therefore, the relevant table is not shown.
SCHEDULE No. 7-TER – Schedule on disclosure of shareholdings of members of management and control bodies, general managers and other key executives
TABLE 1: Shareholdings of members of management and control bodies, general managers
| LAST AND FIRST NAME POSITION | INVESTEE | NUMBER OF SHARES HELD AT THE END OF THE PREVIOUS FISCAL YEAR |
NUMBER OF SHARES PURCHASED |
NUMBER OF SHARES SOLD |
NUMBER OF SHARES HELD AT THE END OF THE CURRENT FISCAL YEAR |
|
|---|---|---|---|---|---|---|
| / | / | / | / | / | / | / |
TABLE 2: Shareholdings of other Key Executives
| NUMBER OF KEY EXECUTIVES |
INVESTEE | NUMBER OF SHARES HELD AT THE END OF THE PREVIOUS FISCAL YEAR |
NUMBER OF SHARES PURCHASED |
NUMBER OF SHARES SOLD |
NUMBER OF SHARES HELD AT THE END OF THE CURRENT FISCAL YEAR |
|---|---|---|---|---|---|
| / | / | / | / | / | / |
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