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Interpump Group — Remuneration Information 2025
Mar 28, 2025
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Remuneration Information
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INTERPUMP GROUP S.P.A.
REPORT ON REMUNERATION POLICY FOR THE 2025-2027 THREE-YEAR PERIOD AND THE REMUNERATION PAID IN 2024
Drawn up pursuant to art. 123-ter of Legislative Decree no. 58 of 24 February 1998 and in accordance with Annex 3A, schedules 7-bis and 7-ter of CONSOB Regulation no. 11971 of 14 May 1999, as amended
| Contents LETTER FROM THE CHAIRMAN OF THE REMUNERATION COMMITTEE 3 |
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| EXECUTIVE SUMMARY 6 |
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| Introduction10 | ||
| First Section11 | ||
| 2025-2027 Remuneration Policy11 | ||
| 1. Corporate Information11 |
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| 2. The Corporate Governance Model11 |
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| 3. Corporate governance bodies involved in the Remuneration Policy11 |
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| 4. Drafting and approval of the Remuneration Policy15 |
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| 5. Duration of the Remuneration Policy 16 |
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| 6. Waivers to the Remuneration Policy16 |
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| 7. Aims, principles and guidelines on remuneration17 |
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| 8. Engagement process with Shareholders and Investors 19 |
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| 9. Components of the remuneration of the Directors, Managers with Strategic Responsibilities and the Board of Statutory Auditors 20 |
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| 10. Remuneration of Executive Directors and Managers with Strategic Responsibilities20 |
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| 11. Remuneration of Non-Executive Directors30 |
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| 12. Remuneration of Standing Auditors30 |
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| Second Section31 | ||
| Remuneration paid in 2024 31 |
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| 1. Description of items comprising remuneration 31 |
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| 2. Implementation of the 2024 Remuneration Policy31 |
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| Table 1 - Remuneration paid to the members of Administrative and Control bodies, to General Managers and to other Managers with Strategic Responsibilities (2024)42 |
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| Table 1 - Remuneration paid to the members of Administrative and Control Bodies to General Managers and to other Managers with Strategic Responsibilities (2023)45 |
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| Table 1 - Remuneration paid to the members of Administrative and Control Bodies, to General Managers and to other Managers with Strategic Responsibilities (2022)49 |

| Table (3B) - Monetary incentive plans for the members of the Board of Directors, General Managers |
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|---|---|
| and other Managers with Strategic Responsibilities 52 |
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| Table (2) - Stock-options assigned to the members of the Board of Directors, General Managers and other Managers with Strategic Responsibilities 53 |
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| Table (7-ter): Shareholdings of the members of the Administrative and Control Bodies and General Managers54 |
LETTER FROM THE CHAIRMAN OF THE REMUNERATION COMMITTEE
Dear Shareholders,
In my capacity as Chairman of the Remuneration Committee, and on behalf of the Committee itself and the Board of Directors, I am pleased to submit a Report prepared by Interpump Group S.p.A. on the Remuneration Policy for the three-year period 2025-2027 and the remuneration paid in 2024. The document aims to inform all Group stakeholders transparently and comprehensively of the remuneration structure adopted and its link with the business and sustainability strategy, with a view to constantly strengthening dialogue with the market.
As of today, the Remuneration Committee is made up of the undersigned, as well as of the Directors Giovanni Tamburi and Federica Menichetti, as established by the Board of Directors following the Annual Shareholders' Meeting held on 28 April 2023, called, inter alia, to renew the corporate offices.
2024 was one of the most difficult years for the Group, comparable only to the financial crisis of 2009; however, the Company managed to leverage the flexibility of its business model and still managed to protect profitability and cash generation. In spite of the current difficult environment in which Interpump has been operating, important acquisition transactions have been concluded, which are fundamental to the growth of the Group and the realisation of its strategic targets.
With reference to the sustainability strategy, in 2022 the Group approved the 2023-2025 ESG Plan, which entails two distinct timeframes, corresponding to actions in the 2023-2024 two-year period, aimed at integrating ESG fundamental principles into the strategy, and those related to 2025, supporting the achievement of the 2030-2050 decarbonisation targets. In the past year, the first phase has been completed, with the realisation of all the points planned for the two-year period. Some examples of actions taken by the Company are:
- the elaboration of Group Guidelines for the Eco-Design of Products (action E.7), focused on creating more durable products, so as to reduce the need for frequent replacement, and on promoting the reuse of waste materials from production processes to minimise environmental impact;
- the adoption, by all the Group Italian manufacturing companies, of the supplier assessment model, according to environmental and social criteria (action S.6). The first results of the assessment are expected in the first part of 2025 and on their basis the procedure will undergo an initial refinement. Subsequent data collections will allow the Group to evolve the procedure in relation to the needs of both the Group and the suppliers;
- the implementation of action S.4, linked to the development of the Global Mobility programme, originally planned for 2025 and then brought forward by one year. Mobility is indeed a key lever for Interpump growth, innovation and competitiveness. The mobility of managers is designed to support the Group presence in key markets, facilitating the transfer of critical skills and responding to the local needs of the Companies.
In defining the contents of this Report on the 2025-2027 Remuneration Policy and the Remuneration Paid in 2024, the Committee took into account national and international best practices, the indications that emerged from the vote of the Meeting of 28 April 2023 on the First section of the Report and the Meeting of 26 April 2024 on the Second section, as well as the outcomes of the engagement and voting rationale of the main proxy consultants and institutional investors present in Interpump capital. In the light of the results that emerged from this activity and in consideration of the revisions of the Report carried out last year, the Company continued its efforts to refine the remuneration structure of the Group Directors and employees, updating the Report with the introduction of the following new elements, which can be found in greater detail in the document:
• changes made to the temporary waiver clause of the Remuneration Policy: its application has been limited exclusively to the short-term variable remuneration (MBO), in the event of specific exceptional events;
- definition of the new 2025-2027 Interpump Incentive Plan: based on the assignment of options upon the achievement of performance targets at the end of the three-year award cycle, and thus through targets defined over the entire duration of the Plan;
- changes to the performance criteria of the new 2025-2027 Interpump Incentive Plan: an additional financial performance indicator was introduced, measuring absolute TSR;
- redefinition of the qualitative targets included in the short-term incentives (MBO) and elimination of the same in the long-term incentives (LTI): the quantitative performance target included in the short-term variable incentive (MBO) was redefined, linking it to extraordinary transactions and to the contribution of the Interpump Group external growth. In addition, the qualitative target was removed from the long-term incentive (LTI) scorecard;
- improved disclosure on performance targets: the disclosure on metrics under the long-term incentive plans (LTI) and short-term incentive plans (MBO) was expanded, including through the advance disclosure of performance targets in the area of sustainability following the definition of the new ESG Plan;
- identification of a peer group of companies: a group composed of issuers of the FTSE MIB index of Borsa Italiana was identified in the document in order to improve the alignment of remuneration policies to best market practices.
Convinced that the Remuneration Policy constitutes a fundamental lever for the creation of sustainable value, I hope that this Report, submitted for your review, can testify to the constant commitment of the Committee and the entire Board over the years. I trust that, as shareholders of the Interpump Group, you will find the information contained in this Remuneration Policy Report and Remuneration Paid comprehensive and useful, and we hope we can count on your positive support at the forthcoming Meeting.
Yours faithfully,
Marcello Margotto
Chairman of the Remuneration Committee

NEW FEATURES OF THE 2025-2027 REMUNERATION POLICY REPORT
Interpump has defined the Remuneration Policy for the 2025-2027 three-year period in line with statutory and regulatory requirements, as well as the results of the Shareholders' Meeting vote, and taking into account the views of investors and proxy consultants. With a view to continually aligning with market best practices, the main changes introduced in this Report are outlined below:
- approval, by the Board of Directors at its meeting of 22 January 2024, of the Diversity, Equity and Inclusion Policy, which sets out the principles, targets and commitments that the Interpump Group intends to assume to promote diversity, ensure equity and foster inclusion, both within its organisational structure and externally, supporting the growth of an inclusive society;
- additional disclosure on the Company engagement activities with shareholders, investors and proxy consultants in order to incorporate suggestions from the market on the subject of remuneration into the Remuneration Policy;
- identification by the Board of Directors, on the proposal of the Nomination Committee, of the Managers with Strategic Responsibilities;
- amendments to the temporary waiver clause of the Remuneration Policy, limiting its application only to specific exceptional events and with respect to short-term variable remuneration (MBO) only;
- redefinition of the qualitative targets included in the short-term incentives (MBO) and elimination of the same in the long-term targets (LTI): the quantitative performance target included in the short-term variable incentive (MBO) was redefined, linking it to extraordinary transactions and the contribution of the Interpump Group external growth. In contrast, the qualitative target was removed from the long-term incentive (LTI) scorecard;
- definition of the new 2025-2027 Interpump Incentive Plan: based on the assignment of options upon the achievement of performance targets at the end of the three-year award cycle, and thus through targets defined over the entire duration of the Plan;
- changes to the performance criteria of the new 2025-2027 Interpump Incentive Plan: an additional financial performance indicator was introduced, measuring absolute TSR;
- improved disclosure of performance targets: the disclosure of metrics under the long-term incentive plans (LTI) was expanded, including through the advance disclosure of performance targets in the area of sustainability following the definition of the new ESG Plan;
- advance disclosure of performance targets in the ESG area as a result of the definition of the new 2026-2028 ESG Plan;
- identification of a peer group of companies within the panel of the FTSE MIB of Borsa Italiana in order to improve the alignment of remuneration policies with market best practices.

EXECUTIVE SUMMARY
| Remuneration component |
Purpose | Criteria and parameters for implementing the 2024 Remuneration Policy |
2024 benchmark amounts | Criteria and parameters for implementing the 2025-2027 Remuneration Policy |
|---|---|---|---|---|
| Fixed remuneration |
Enhancing responsibilities and skills as well as attracting, motivating and retaining talented professionals. |
Fixed remuneration is determined on the basis of the role, assigned responsibilities and delegated powers, taking into account applicable market levels for comparable roles and the impact on the corporate results |
Executive Chairman: EUR 1,731 thousand Chief Executive Officer: EUR 370 thousand MSR1: amount determined according to the responsibility assigned and the skills required by the role |
Fixed remuneration is determined on the basis of the role, assigned responsibilities and delegated powers, taking into account applicable market levels for comparable roles and the impact on corporate results. |
| Short-term variable incentive plan (MBO) |
Motivate and direct management action in the short term, consistent with the targets set by the Board of Directors. |
Assessment metrics2: • Financial targets (weight 70%) - 35% net consolidated like-for-like sales (excluding M&A) - 35% consolidated like-for-like EBITDA (excluding M&A) • ESG targets (weight 15%) • Qualitative performance targets, linked to parameters such as availability, commitment and added value brought to the Group during the financial year (weight 15%) There is a minimum threshold for each target below which the incentive does not accrue pro rata. There are no mechanisms for recognising over performance. Clawback and malus clauses are applied. |
Executive Chairman: • Pay-out target: maximum 75% of fixed remuneration Chief Executive Officer: • Pay-out target: maximum 16% of fixed remuneration Managers with Strategic Responsibilities: • Pay-out target: maximum 26% of fixed remuneration |
Assessment metrics: • Financial targets (weight 70%) - 35% net consolidated like-for-like sales (excluding M&A) - 35% consolidated like-for-like EBITDA (excluding M&A) - • ESG targets (weight 15%) • Targets related to managerial commitment and capabilities, as well as to the results of M&A activities (weight 15%) There is a minimum threshold for each target below which the incentive does not accrue pro rata. There are no mechanisms for recognising over performance. Clawback and malus clauses are applied. |
| Long-term variable |
Incentivising and retaining the executive directors and the top management of the |
2022-2024 Interpump Incentive Plan | Executive Chairman: EUR 4,328 thousand (fair value) |
2025-2027 Interpump Incentive Plan Assessment metrics: |
1 Managers with Strategic Responsibilities
2 The financial assessment metrics of the short-term variable incentive plan (MBO) are based on values determined on a constant consolidated scope that excludes acquisitions made during the reporting period.

| Remuneration component |
Purpose | Criteria and parameters for implementing the 2024 Remuneration Policy |
2024 benchmark amounts | Criteria and parameters for implementing the 2025-2027 Remuneration Policy |
|---|---|---|---|---|
| incentive plan (LTI) |
Interpump Group and its subsidiaries, aligning their actions to the interests of the stakeholders, with the aim of promoting the creation of sustainable value in the medium to long term. |
Assessment metrics3: • Financial targets (weight 75%) - 35% net consolidated sales - 35% consolidated EBITDA • ESG targets (weight 15%) • Qualitative performance targets, linked to parameters such as availability, commitment and added value brought to the Group during the financial year (weight 15%) Vesting period: 2022-2024 three-year period and until the approval of the 2024 financial statements (29 April 2025) There are no mechanisms for recognising over performance. Clawback and malus clauses are applied. Minimum Holding for the Executive Chairman and for the Chief Executive Officer equal to 5 years from the assignment date for >50% of the options granted |
Chief Executive Officer: EUR 238 thousand (fair value) Managers with Strategic Responsibilities: options allocated according to the responsibility assigned and the skills required by the role |
• Financial targets (weight 85%) - 35% net consolidated sales including M&A transactions - 35% consolidated EBITDA including M&A transactions - 15% Total Shareholder Return including M&A transactions • ESG targets (weight 15%) There are no qualitative individual performance targets. Vesting period: 2025-2027 three-year period and until the approval of the 2027 Financial Statements Clawback and malus clauses are applied. Minimum Holding for Executive Directors and Managers with Strategic Responsibilities for >50% of the shares purchased and until 30 June 2030, with the right of waiver for Executive Directors if the transfer of the shares is necessary to comply with obligations and/or constraints provided for by the Consolidate Law of Finance and applicable regulations. |
| Fringe benefits | An integral part of remuneration, they are characterised by their predominantly welfare or |
Defined in continuity with the policy of previous years and in compliance with the provisions of collective bargaining and national regulations. |
In addition to the statutory benefits, the following are guaranteed: • supplementary health care; • supplementary pension provision; • medical insurance; |
Defined in continuity with the Policy of previous years and in compliance with the provisions of collective bargaining and national regulations. |
3 The financial metrics of the variable long-term incentive (LTI) plan are based on values determined on a pro-forma consolidated scope that includes the companies acquired during the reporting period.

| Remuneration component |
Purpose | Criteria and parameters for implementing the 2024 Remuneration Policy |
2024 benchmark amounts | Criteria and parameters for implementing the 2025-2027 Remuneration Policy |
|---|---|---|---|---|
| social security-based nature. |
• allocation of a mixed-use car. |
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| Severance | Safeguard the Company in the event of: (i) termination of employment or cessation of the office of director; (ii) decrease and/or limitation of areas of responsibility and/or delegated powers; (iii) demotion. |
Allowance for termination of the office of Executive Chairman and of the employment relationship in connection with the following cases: • revocation or non-renewal in the absence of just cause; • resignation from office and proxy for such a serious cause that it is not possible to continue; • resignation from office and proxy as a result of a change of control, resulting in a substantial change in position and/or powers. |
Chairman: for any further severance package that the Company should resolve in favour of the Chairman, as for all the other parties, the maximum amount shall be equal to one year remuneration calculated as the average of the gross annual remuneration in the previous two year period including "Fixed remuneration", "Fringe benefits", "Non-equity variable remuneration", "Other remuneration" and the non-competition agreement (not provided for to date), and subject to compliance with previous individual agreements still in force at the date of this Report. However, any remuneration from one-off or discretionary bonuses is excluded from this calculation. Executive Directors and Managers with Strategic Responsibilities: in the event that the Company resolves on a severance package, the maximum amount shall be equal to one year remuneration calculated as the average of the gross annual remuneration in the previous two-year period including "Fixed remuneration", "Fringe benefits", "Variable non-equity remuneration" and "Other remuneration" and the non-competition agreement (not provided for to date). However, any remuneration from one-off or discretionary bonuses is excluded from this calculation. |
Allowance for termination of the office of Executive Chairman and of the employment relationship in connection with the following cases: • revocation or non-renewal in the absence of just cause; • resignation from office and proxy for such a serious cause that it is not possible to continue; • resignation from office and proxy as a result of a change of control, resulting in a substantial change in position and/or powers. |


2024 pay-mix

Introduction
This "Report on Remuneration Policy and Remuneration Paid" (hereinafter referred to as the "Report" or "Remuneration Report"), is submitted for approval to the Shareholders' Meeting, upon the proposal of the Board of Directors, taking into account the indications of the Remuneration Committee, and is structured according to the following sections:
- First Section: it describes the Policy adopted by Interpump Group S.p.A. for the 2025-2027 three-year period regarding the remuneration of the members of the Board of Directors, including Executive Directors and Non-Executive Directors, Managers with Strategic Responsibilities, as well as, without prejudice to the provisions of art. 2402 of the Italian Civil Code, the members of the control body of Interpump Group S.p.A. The First Section also specifies the principles and purposes of the Remuneration Policy, as well as the procedures used for the adoption, implementation and review of that policy and, in exceptional cases, the possibility of temporary waivers. The First Section of the Remuneration Report is subject to a binding vote of the Ordinary General Shareholders' Meeting convened to approve the Financial Statements for the 2024 financial statements, in compliance with the provisions of Legislative Decree no. 49 of 10 May 2019.
- Second Section: it contains a report on the items comprising the nominal remuneration paid to the members of the Board of Directors, the members of the Board of Statutory Auditors, as well as, in aggregate form, to Interpump Managers with Strategic Responsibilities for the 2024 financial year. The Second Section of the Report on Remuneration Policy and Remuneration Paid, in compliance with the provisions of Legislative Decree no. 49 of 10 May 2019, is submitted to the consultative vote of the Ordinary Shareholders' Meeting, convened to approve the Financial Statements for the 2024 financial year, and its proper provision is subject to verification by the External Auditors PwC S.p.A., as the entity appointed to perform the statutory audit.
This Report has been prepared in accordance with the provisions of art. 123-ter of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Law on Finance"), art. 84-quater and in accordance with Schedules no. 7-bis and 7-ter of Annex 3A of CONSOB Regulation n. 11971/1999 (the "Issuers' Regulation"), and in light of the principles and recommendations of the Corporate Governance Code approved by the Corporate Governance Committee of Borsa Italiana S.p.A. in January 2020 (the "Corporate Governance Code"), to which the Company adheres, as well as for the purposes of art. 3.2, letter b of the Procedure for Related Parties Transactions approved by Interpump on 10 November 2010 and subsequent updates thereto.
The Report provides the shareholders of Interpump Group S.p.A. and the market with detailed disclosure on the Remuneration and Incentive Policy of:
- i. Executive and Non-Executive Directors;
- ii. Managers with Strategic Responsibilities, meaning people having the power and responsibility, either directly or indirectly, for planning, supervision and control of the Company business in compliance with the definition supplied in this regard in Annex 1 to the CONSOB Related Party Transactions Regulation no. 17221 of 12 March 2010 as amended;
- iii. standing members of the control body.
The Remuneration Policy is outlined consistently with the strategic targets of Interpump Group S.p.A., with the corporate governance model adopted by the Company and with the principles and recommendations contained in the Corporate Governance Code. Furthermore, it represents an indispensable element in the pursuit of the Group sustainable success in line with the targets set out in the 2023-2025 ESG Strategic Plan, which expresses the ambitions and commitments Interpump has set itself to ensure a long-term, sustainable economic growth. For this reason, the target of Interpump Group S.p.A. Remuneration Policy is to attract, motivate and retain its resources in the primary interest of creating value for the Shareholders in the medium-long term, enhancing the performance achieved and recognising the quality and effectiveness of individual contributions. Interpump remuneration and incentive strategies are based on the principles of equity and diversity, in accordance with what is defined in the Equity, Inclusion and Diversity Policy approved by the Board of Directors on 22 January 2024, and on the consideration that the Group resources represent the foundation of its organisation.
First Section
2025-2027 Remuneration Policy
1. Corporate Information
The first company in the Group - Interpump Group - was founded in 1977 in Sant'Ilario d'Enza (RE) by Fulvio Montipo thanks to a radical innovation, namely, ceramic pistons replacing steel pistons. Interpump Group S.p.A. was established on 1 December 1995 and has been listed on the Milan Stock Exchange since 1996. By virtue of its transparency and Corporate Governance requirements, it was admitted to the Euronext STAR Milan segment of Borsa Italiana on 1 April 2001; the security has been included in the FTSE-MIB index since 22 June 2020. The issued and fully-paid share capital amounts to EUR 56,617,232.88 and is represented by 108,879,294 ordinary shares with a nominal value of EUR 0.52 each.
The Interpump Group manufactures and markets high and very high pressure piston pumps, pumping systems used in various industrial sector to transport fluids, high pressure homogenizers, mixers, agitators, piston pumps, valves and other machines, principally for the food processing industry, but also for the chemicals and cosmetics industries, and automated solutions for milking and the dairy industry (Water Jetting Sector), power take-offs, gear pumps, hydraulic cylinders, directional controls, valves, hydraulic hoses and fittings, gears, orbital motors and steering systems, and other hydraulic components (Hydraulic Sector).
2. The Corporate Governance Model
Interpump Group S.p.A. has adopted a governance model designed to guarantee transparency, consistency at group level among the member companies (hereinafter the "Group"), and adequate control in relation to the Remuneration Policy and its implementation and revision.
The corporate governance system of Interpump Group S.p.A., outlined by the Board of Directors, is based on a set of legal provisions and rules of good governance inspired by the Principles and Recommendations contained in the Corporate Governance Code, in its latest version issued by the Corporate Governance Committee of Borsa Italiana in January 2020. It pursues an ethical business model with sustainable success through the long-term creation of value for its shareholders and relevant stakeholders.
The Remuneration Policy, contained in the First Section of the Report, is resolved upon by the Company Board of Directors, which is responsible for its implementation and review, upon the proposal of the Remuneration Committee and after hearing the opinion of the Board of Statutory Auditors, and is defined in accordance with the governance model adopted by the Company and the Recommendations and Principles of the Corporate Governance Code. It is subject to the binding vote of the Shareholders' Meeting pursuant to art. 123-ter, paragraph 3-ter of the Consolidated Law on Finance.
When determining the remuneration of their Directors, Group companies follow the guidelines provided by Interpump Group S.p.A., and apply those set out in this Remuneration Policy.
3. Corporate governance bodies involved in the Remuneration Policy
Shareholders' Meeting
Pursuant to the Articles of Association and art. 123-ter of the Consolidated Law on Finance, the role of the Shareholders' Meeting with regard to remuneration matters concerns:
- the appointment and revocation of members of the Board of Directors, the Board of Statutory Auditors, their Chairmen and, if applicable, their Deputy Chairmen;
- upon appointment and for the entire duration of the term of office, the determination of the remuneration of the members of the Board of Directors and the Board of Statutory Auditors;

- the approval of share-based incentive plans proposed by the Board of Directors, referring their implementation to the Board;
- the binding vote on the First Section of the Remuneration Policy Report and the consultative vote on the Second Section of the Remuneration Report.
The Board of Directors
The Board of Directors is responsible not only for the approval, in the first instance, of the Remuneration Policy and its submission to the Shareholders' Meeting for approval, but also for:
- i. allocating the overall remuneration established for the Directors during the Meeting, pursuant to the provisions of art. 2389, paragraph 1 of the Italian Civil Code, if not already decided during the Meeting itself;
- ii. determining the remuneration of the Directors assigned with special offices pursuant to art. 2389, paragraph 3 of the Italian Civil Code, further to a proposal from the Remuneration Committee;
- iii. analysing the incentive plans to be submitted for meeting approval;
- iv. establishing a Remuneration Committee from among its members, determining the related duties and approving the regulation that governs its operation;
- v. assessing the consistency with the Remuneration Policy of the criteria adopted for the remuneration of Managers with Strategic Responsibilities, if identified, after hearing the recommendations of the Remuneration Committee.
As of the date of this Report, the Board of Directors of Interpump Group S.p.A. in office was appointed by the Meeting of 28 April 2023 for the 2023-2025 three-year period, until the date of the Meeting that will be called to approve the Financial Statements for the financial year ending 31 December 2025, and it is composed of ten Directors, including Executive and Non-Executive Directors, all of whom with professionalism and skills appropriate to the tasks entrusted to them.
| To date, the Board of Directors is composed as follows: | |
|---|---|
| --------------------------------------------------------- | -- |
| Name | Appointment |
|---|---|
| Fulvio Montipo | Executive Chairman |
| Giovanni Tamburi | Deputy Chairman |
| Fabio Marasi | Chief Executive Officer |
| Antonia Di Bella | Non-Executive and Independent Director |
| Nicolo Dubini | Non-Executive and Independent Director |
| Marcello Margotto | Non-Executive and Lead Independent Director |
| Federica Menichetti | Non-Executive and Independent Director |
| Roberta Pierantoni | Non-Executive and Independent Director |
| Rita Rolli | Non-Executive and Independent Director |
| Anna Chiara Svelto | Non-Executive and Independent Director |
In compliance with the recommendations contained in the Corporate Governance Code and in the context of the activities carried out, the exclusive responsibilities of the Board of Directors are:
- the examination and approval of business plans, also based on the analysis of issues relevant to long-term value generation;
- periodic monitoring of the implementation of the business plan, as well as assessment of the general results of operations, periodically comparing the results achieved with those planned;
- the definition of the nature and level of risk compatible with the strategic targets of the Issuer, including assessment of all the elements that may be important to the sustainable success;
- the definition of the corporate governance system;
- the definition, at the proposal of the Remuneration Committee, of the policy for the remuneration of Directors, Auditors and Managers with Strategic Responsibilities functional to the pursuit of the sustainable success of the Company;
- the definition, at the proposal of the Control and Risk Committee, of the remuneration policy for the Head of Internal Audit, Risk & Compliance;
- the determination, after examining the proposals of the Remuneration Committee and consulting the Board of Statutory Auditors, of the remuneration of the Executive Chairman, the Chief Executive Officer, the other Directors holding special offices and the Managers with Strategic Responsibilities;
- the assessment, at least once a year, of the size, composition and operation of the Board and its Committees, possibly expressing guidelines on the professional figures whose presence on the Board is deemed appropriate;
- the adoption, updating and implementation, with the assistance of the Remuneration Committee and the Nomination Committee, of the succession plan;
- the assessment of the adequacy of the organisational, administrative and accounting structure of the Issuer and its subsidiaries of strategic importance, with particular reference to the system of internal control and risk management;
- deliberating on transactions of significant strategic, economic, capital or financial importance, establishing the general criteria for identifying significant transactions;
- the adoption, at the proposal of the Executive Chairman, of a procedure for the internal management and external communication of documents and information concerning the Company, with particular reference to inside information.
Remuneration Committee
The Remuneration Committee plays a key role in the definition of Interpump Remuneration Policy. In line with the provisions of the Corporate Governance Code, the Remuneration Committee is composed of a majority of Independent Directors, whose members have knowledge and experience in financial matters and remuneration policies, deemed adequate by the Board of Directors at the time of appointment.
The Remuneration Committee is composed of:
| Name | Appointment |
|---|---|
| Marcello Margotto | Chairman of the Committee and Non-Executive and Independent Director |
| Giovanni Tamburi | Non-Executive Director |
| Federica Menichetti | Non-Executive and Independent Director |
The Remuneration Committee, formed within the Board of Directors, is assigned the following functions:
• make proposals to the Board of Directors for the definition of the Remuneration Policy for Executive Directors and Managers with Strategic Responsibilities, and monitor the implementation of the decisions adopted by the board in this regard;

- check periodically the adequacy, consistency and practical application of the policy for the remuneration of the Directors and any Managers with Strategic Responsibilities, drawing on information provided by the Chairman and Chief Executive Officer, and make general recommendations to the Board in this regard;
- monitor application of both the decisions made by the competent bodies and the corporate policies for the remuneration of top management, and assess periodically the adequacy and overall consistency of the policy for the remuneration of Directors and top management;
- assist the Board of Directors with preparation of the Remuneration Policy, including the sustainability of business activities in the definition of the policy and monitoring its concrete application;
- prepare, submit to the Board of Directors and monitor the mechanisms for executive incentive systems (including any stock-based plans) designed to attract and motivate managers, develop their sense of belonging and assure over time their constant focus on the creation of value;
- promote the principles and values of sustainable development.
The operation of the Remuneration Committee is governed by the Regulation approved by the Board of Directors during the meeting held on 19 March 2021. In the execution of its functions the Remuneration Committee is entitled to access the necessary information and corporate functions and to make use of external consultants as necessary, according to the terms established by the Board of Directors. The Board of Directors has assigned an expenditure budget of EUR 40,000 to the Remuneration Committee for its activities.
During the 2024 financial year, 3 meetings were held, with an average total duration of approximately one hour, at which all members of the Remuneration Committee and the Board of Statutory Auditors attended, in the persons of the Chairman of the Board of Statutory Auditors and at least one Statutory Auditor. In addition, the General Counsel & ESG Director, the Chairman of the Sustainability Committee and the CEO of Interpump Group S.p.A. were invited to the meetings by the Chairman of the Committee, for aspects falling within their remit. 4 meetings are planned for 2025, 3 of which have already been held, on 13 January 2025, 7 February 2025 and 14 March 2025 respectively.
During the meetings, held in 2024, the Committee resolved:
- to propose to the Board of Directors, with regard to the 2024 targets related to the vesting of 15% of the Options in connection with the "2022-2024 Interpump Group S.p.A. Incentive Plan", the ESG targets identified by the same Committee;
- to propose to the Board of Directors that the ESG-related targets linked to the variable part of remuneration be more precisely spelled out in the Second Section of the Remuneration Policy;
- to propose to the Board of Directors the review and approval of the Second Section of the Remuneration Policy Report to be submitted to the Meeting on the occasion of the approval of the Financial Statements for the financial year ending 31 December 2023, without prejudice to the First Section of the Remuneration Policy already approved by the Meeting of 28 April 2023 with a three-year term;
- to propose to the Board of Directors regarding the remuneration for the office of director and the total maximum remuneration of directors assigned with special offices in relation to 2024, and for the period from 1 January 2025 until the date of approval of the 2024 financial statements;
- to formulate a proposal to the Board of Directors for the recognition of the variable remuneration component (MBO Bonus) accrued in the 2023 financial year to the Executive Chairman and the Chief Executive Officer;
- to propose that the Board of Directors resolve to authorise the disposal of the shares resulting from the exercise of the stock option plans (2019-2021 Interpump Incentive Plan and 2022- 2024 Interpump Incentive Plan) by the persons identified in the 2024 financial year as Managers with Strategic Responsibilities during the exercise period covered under the respective plans.
- subject to the favourable opinion of the Board of Statutory Auditors, to propose that the Board of Directors determine the remuneration to be assigned to the members of the Board for the period between 1 January 2025 and the date of approval by the Meeting of the 2024 Financial Statements;
- to propose to the Board of Directors the determination of the 2024 bonus (MBO) to be awarded to the Group executive directors based on the achievement of the targets set by the Board;
- to propose to the Board of Directors, following examination of the table relating to the quantitative targets achieved in the 2023 financial year with respect to the targets set and having heard the favourable opinion of the Board of Statutory Auditors, to assign a) all the Options relating to the 2024 tranche of the "2022- 2024 Incentive Plan" referring to quantitative targets; b) all the Options relating to the 2024 tranche linked to the achievement of the ESG targets assigned and achieved; c) all the Options relating to the 2024 tranche linked to the achievement of the qualitative targets pertaining to the Chairman of the Board of Directors and the CEO and to delegate the latter the assignment of the Options of a qualitative nature to the other beneficiaries.
During the meeting held on 7 February 2025, the Committee:
- reviewed the benchmark analysis on peer companies conducted by a consulting firm experienced in remuneration policies and the feedback received on the basis of the engagement activity conducted by the Company on remuneration issues;
- proposed to the Board of Directors to determine the remuneration to be awarded to Executive Directors and Directors holding special offices in relation to the 2025 financial year and the period between 1 January 2026 and the date of approval of the 2025 financial statements, as well as the short-term variable remuneration (MBO) component for 2025 to be awarded to the Executive Chairman, the Chief Executive Officer, Key Group Management Personnel and top managers of the Group;
- preliminarily examined the new elements of the proposed 2025-2027 Interpump Incentive Plan.
During the meeting held on 14 March 2025, the Committee:
- proposed to the Board of Directors the review and approval of the First and Second Section of the Remuneration Policy Report for the 2025-2027 three-year period to be submitted to the Meeting on the occasion of the approval of the financial statements for the year ending 31 December 2024;
- proposed to the Board of Directors the examination and approval of the new "2025-2027 Interpump Incentive Plan".
Board of Statutory Auditors
In expressing its opinion on the remuneration of Directors assigned special offices, in compliance with art. 2389, paragraph 3 of the Italian Civil Code, the Board of Statutory Auditors assesses the consistency of the proposals with this Remuneration Policy. Pursuant to art. 149, paragraph 1, letter c-bis of the Consolidated Law on Finance, the control bodies are responsible for monitoring the practical implementation of the corporate governance rules envisaged in the codes of conduct adopted by the Company and, therefore, those governing the decisions made about remuneration and other benefits.
4. Drafting and approval of the Remuneration Policy
Consistent with the applicable laws and regulations and with the Recommendations of the Corporate Governance Code, the decision-making process adopted for the approval of the Remuneration Policy and its proper application comprises the following phases:

5. Duration of the Remuneration Policy
Interpump Group S.p.A. supports discussions with Shareholders in order to facilitate their involvement in the definition of the Remuneration Policy. In particular, the Company has deemed it appropriate to submit the First Section of this Report to the binding vote of the Shareholders' Meeting that will be convened to approve the financial statements for the year ending 31 December 2024, in order to provide Interpump Group S.p.A. Shareholders, in a complete, clear and transparent manner, the changes made to the Policy itself following the feedback received from investors and as a result of the analysis of the meeting votes, as well as for the need to align the components and duration of the new 2025-2027 Interpump Incentive Plan with the principles of the Remuneration Policy. At the same time, in order to ensure the necessary flexibility in the dynamic operating environment in which the Group operates, this Remuneration Policy is valid for three years.
The Board of Directors, appointed on 28 April 2023 and in office until the approval of the Financial Statements as at 31 December 2025, has prepared this Remuneration Policy for the 2025-2026-2027 period and considers it suitable for the corporate needs. The Policy incentivises the recipients of the remuneration approved by the competent corporate bodies and is consistent with the continuous, planned and sustainable growth of the Company and the Group. The Board of Directors, however, reserves the right, should it become necessary, to submit a new Remuneration Policy to the binding vote of the Meeting even before the expiry of the three-year term.
6. Waivers to the Remuneration Policy
In compliance with the provisions of Legislative Decree no. 49 of 10 May 2019 and art. 123-ter of the Consolidated Law on Finance, Interpump reserves the right to make temporary waivers to its Remuneration Policy if exceptional circumstances arise in which such a waiver is necessary in order to pursue a long-term interest, to ensure the sustainability of the Company as a whole or to ensure its ability to compete in the market.
In such cases, the Board of Directors is the body entrusted with the task of verifying the presence of such exceptional situations and may temporarily waive from this Policy, upon the proposal of the Remuneration Committee, subject to the favourable opinion of the Committee for Related Party Transactions (only in cases where it is required by the Related Party Transaction Regulations adopted by the Company) and after consulting the Board of Statutory Auditors.
The following are examples of exceptional events that may justify the Board of Directors' decision:
- the occurrence of discontinuities in the organisation of the business, connected with extraordinary transactions, such as acquisitions, mergers and disposals, including of companies/branches of companies, or significant changes in the composition of the top management;
- the occurrence of extraordinary and unforeseeable events (e.g. pandemics, conflicts) that affect the reference context, at a global and/or individual Country level, and that generate a significant impact on the Group results;
• the turnover, due to unforeseen events, of the delegated bodies, where the constraints contained in the approved Remuneration Policy may limit the possibility of attracting resources with the most appropriate professional skills to achieve the Group targets.
The application of any waiver will be disclosed to the public through the Remuneration Policy Report, explaining the reasons that led the Company to activate this procedure.
The elements of Interpump Remuneration Policy from which, in exceptional circumstances, waivers may be made, subject to the provisions of Regulation no. 17221 of 12 March 2010, are as follows:
- short-term variable remuneration component (MBO);
- one-off entry bonuses and/or specific allowances for the exclusive purpose of attracting key resources.
7. Aims, principles and guidelines on remuneration
Drawing inspiration from the principles embodied in the Corporate Governance Code and consistent with the previous approach, corporate values and the expectations of stakeholders, the Remuneration Policy for the 2025-2027 three-year period is designed to:
- i. attract and motivate experienced professional personnel in pursuant of the financial and nonfinancial targets of the Company and the Group, as well as to incentivise the long-term loyalty of those people who, given their skills and professional qualities, are able to manage and operate within the Company and the Group for the achievement of those targets;
- ii. support the growth of the Company value in a sustainable manner, in the medium and long term, favouring the alignment of the interests of the management with those of the Shareholders and taking into account the interests of the stakeholders that are important to the Company and the Group.
In addition to being closely linked to the economic-financial targets, the Remuneration Policy is geared towards the sustainable success of the Interpump Group. To this end, Interpump has adopted the 2023- 2025 ESG Strategic Plan with precise targets in each of the areas of sustainability, i.e. Environmental, Social and Governance , through which it intends to implement a concrete long-term sustainability strategy integrated with the strategic targets of the Company and the Group.
Furthermore, upon conclusion of the first ESG Plan that the Interpump Group has prepared, the Board of Directors will be asked to define the new Sustainability Plan for the 2026-2028 three-year period ("2026-2028 ESG Strategic Plan"). The aforementioned ESG Plan emphasises the Group commitment to the main sustainability challenges, taking into account the priorities and demands of key stakeholders.
The 2025-2027 Remuneration Policy involves key resources in the achievement of value creation targets through the declination of the main targets of the 2023-2025 ESG Strategic Plan within the short-term variable incentive (MBO) system and within the long-term variable incentive (LTI) system.
Specifically, when determining remuneration, the short-term variable incentive (MBO) system entails correlation with the ESG targets by identifying precise KPIs linked to achievement of the annual targets specified in the aforementioned ESG Plan, assigning them a 15% weighting with respect to the MBO as a whole.
The medium-long term variable incentive system (LTI) represented by the "2022-2024 Interpump Incentive Plan", also provides for a correlation with ESG targets, establishing that, for 15% of the options offered to each beneficiary, the targets assigned to each beneficiary must contribute to the development and consolidation of ESG issues, which can be measured also for the purposes of the information provided in the Sustainability Report.
The medium-long term variable incentive (LTI) system represented by the 2025-2027 Interpump Incentive Plan, which will be submitted to the vote of the Meeting convened to approve the 2024 financial statements, also provides for a correlation with ESG targets, establishing that, for 15% of the options offered to each beneficiary, the targets assigned to each beneficiary must contribute to the

development and consolidation of ESG issues, which can be measured also for the purposes of the information provided in the sustainability report that will be the subject of the new ESG Plan.
Accordingly, remuneration is based on the results effectively achieved in the ESG areas that are linked both to individual performance and to the creation of medium/long-term value for the Company.
With the aim of achieving the aforementioned targets, the Remuneration Policy is defined on the basis of the following principles:
- correct integration of the different remuneration components: the Company seeks an optimal balance between different forms of remuneration, primarily the fixed and variable components, checking that these are appropriately balanced with regard to the strategic targets and the risk management policy, while also taking account of fringe benefits and components. In this manner, the remuneration acquires a degree of flexibility that makes it possible to align remuneration levels more effectively with performance over time;
- performance targets: the performance targets, measurable and linked to a long-term horizon, are linked to the variable remuneration components and are consistent with the Company strategic targets, as well as aimed at promoting its sustainable success, including non-financial parameters such as ESG;
- timeframe of the share-based variable component: the Remuneration Policy establishes an appropriate deferral timeframe for the payment of a significant portion of the medium-long term variable component (2025-2027 three-year cycle with exercise of options from 30 June 2028 and minimum holding until 30 June 2030);
- minimum holding clause: the beneficiaries of the long-term incentive plans, who hold the position of Executive Directors and Managers with Strategic Responsibilities, are obliged to continuously hold, until 30 June 2030, a number of shares equal to 50.1% of those acquired by them following the exercise of options, without prejudice to the Executive Directors' right to transfer the shares if this is necessary to comply with obligations and/or constraints provided for by the Consolidated Law on Finance, the Issuers' Regulation and/or other provisions applicable from time to time, such as, by way of example but not limited to, the public tender offer provided for by Art. 105 ff. of the Consolidated Law on Finance;
- respect for and enhancement of the individual: Interpump recognises that professional commitment and potential are key criteria for remuneration growth and career development. The variable component is established in such a way as to reward commitment and enhance individual contributions to the results achieved by the Group, without thereby becoming the predominant portion of remuneration, and is determined with regard to the remuneration and working conditions of employees;
- contractual agreements for the repayment of the variable component: the Company has provided for clawback and malus clauses for Executive Directors and Managers with Strategic Responsibilities that allow to request repayment or to withhold variable components of remuneration, in whole or in part, should data subsequently be recognised as obviously incorrect, or should circumstances arise that were envisaged in the contractual agreements;
- clear and predetermined rules for the possible payment of allowances for termination of the office of Executive Director and/or of the employment relationship: as described in section 10.5, the Company has established that the maximum limit of the sum payable as allowance for termination of the office of Executive Director and/or of the employment relationship is one year remuneration calculated as the average of the gross annual remuneration in the previous two-year period including "Fixed remuneration", "Fringe benefits", "Non-equity variable remuneration" and "Other remuneration" and any non-competition agreements, which are not envisaged to date. This allowance cannot be paid if termination is due to the achievement of results that are objectively inadequate;
- absence of discrimination: remuneration is not influenced by gender, age, ethnic origin, religion or race, and aims to include beneficiaries and avoid all forms of discrimination;

- continuous monitoring of market practices and trends: the analysis of market practices and trends allows the Company to attract and retain experienced and adequately motivated professional personnel by defining competitive remuneration levels and guaranteeing internal fairness and transparency;
- compliance: the Company draws inspiration from best practices in the area of remuneration, starting from the recommendations and principles embodied in the Corporate Governance Code, and complies with the Borsa Italiana Regulation and Instructions for retaining the "STAR" status. In addition, Interpump Group S.p.A. and Group companies comply with the laws governing the remuneration of those members of its administrative bodies who are also directors of local authorities that, directly or indirectly, are shareholders of Interpump and, if applicable, with the rules that limit the remuneration payable by companies in which public bodies hold an interest.
8. Engagement process with Shareholders and Investors
Interpump considers dialogue with the main recipients of the Remuneration Policy and the assessments made during meetings with its shareholders, investors, analysts and stakeholders in general to be of fundamental importance.
To this end, on 4 October 2021, the Board of Directors of Interpump Group S.p.A. approved, in accordance with the requirements of Principle IV and Recommendation 3 of the Corporate Governance Code, the "Policy for Managing Dialogue with Shareholders in General", which aims to promote constant, open and constructive dialogue with the aforementioned parties.
During 2024, the Company, through its Investor Relations activities, engaged in dialogue with major institutional investors on issues related to climate change, decarbonisation, circular economy, governance, remuneration policies and human resources development. As a result of these engagement activities, the Board of Directors was informed about relevant developments and significant contents that emerged during the meetings.
In addition, the voting results expressed by shareholders on the Remuneration Policy and the voting indications expressed by investors and the main proxy consultants were analysed. The previous First Section of the Remuneration Policy was approved by the Shareholders' Meeting on 28 April 2023 with the favourable vote of 50.8% of the voting capital. With regard to the Second Section of the Report on Remuneration Paid in 2023, the Shareholders' Meeting held on 28 April 2024 expressed 92.0% of the voting capital in favour, compared to 50.5% in the previous period.
The preparation of this Remuneration Policy, for the 2025-2027 three-year period, has taken into account the aforesaid meeting vote and the assessments expressed by the Shareholders, also after the Shareholders' Meeting of 28 April 2023, paying particular attention to the evidence emerging from the analysis and in-depth analysis of the results of the meeting vote and the feedback received from the Shareholders within the framework of the engagement activity on remuneration, in order to achieve constant improvement and comparison with market best practices.
In particular, as a result of these investigations, the following should be noted:
- Discretionary bonuses: the residual use of discretionary remuneration elements by Interpump is justified by the need to equip itself with flexible tools to make its remuneration policies more competitive in order to attract, motivate and retain key resources. In particular, these remuneration components have been applied in past financial years, under specific circumstances, in connection with the successful achievement of specific targets related to corporate development projects and/or M&A transactions. As confirmation of the exceptional nature of the recognition of the aforementioned bonuses, Interpump Group S.p.A. did not pay any discretionary amounts to Executive Directors and/or Managers with Strategic Responsibilities in 2024. Please refer to the Second Section of this document for more details.
- Disclosure of LTI targets: in compliance with CONSOB indications on the transparency of remuneration policies, the Company does not provide ex ante disclosure of the performance targets of the incentive systems, as they relate to forecast financial data, as well as confidential
information that, if disclosed, could be prejudicial. In particular, the amendments to the Issuers' Regulation of 2020 indicate the option for issuers to omit the aforementioned information if such omission is functional to the confidentiality of sensitive information or unpublished forecast data, without prejudice to what is indicated as performance targets and relative weights in the 2025-2027 Interpump Incentive Plan. In the Second Section, however, the percentage of achievement of quantitative financial targets and full disclosure of ESG targets is given.
- Waiver clauses: Interpump, in compliance with Legislative Decree no. 49 of 10 May 2019 and art. 123-ter of the Consolidated Law on Finance, admits temporary waivers to its Remuneration Policy, if exceptional circumstances arise, as indicated in section 6 above. The remuneration components for which waivers may be made, in accordance with the laws and regulations in force, are exclusively related to the short-term variable remuneration component (MBO) and any one-off bonuses or specific allowances with the exclusive purpose of attracting or retaining key figures
- Termination of the LTI performance period: variable remuneration components oriented to a medium to long-term time horizon contribute to the creation of value for shareholders and stakeholders and to incentivising and retaining the Group Executive Directors and top management. In order to give continuity to the action of the top management in creating sustainable success over time, Interpump considers it important to measure performance trends at the end of the attribution cycle, i.e. cumulatively at the end of the three-year period.
- 9. Components of the remuneration of the Directors, Managers with Strategic Responsibilities and the Board of Statutory Auditors
The 2025-2027 Remuneration Policy defines separately the components of the remuneration of:
- Executive Directors, including Directors assigned special offices under operational proxies, comprising the Executive Chairman, the Chief Executive Officer of the Company, and Directors with executive appointments within the Company or other companies within the Group, and/or holding director offices with operational proxies in Group companies, and Managers with Strategic Responsibilities, if identified;
- Non-Executive Directors, including Independent Directors;
- Statutory Auditors.
10. Remuneration of Executive Directors and Managers with Strategic Responsibilities
The remuneration of Executive Directors and Managers with Strategic Responsibilities consists of a fixed component, a short-term variable component (MBO) and medium to long-term incentives (LTI), as well as fringe benefits.
In particular, the medium-long term variable remuneration component (LTI) is designed to prioritise the achievement of both financial and ESG targets, with a view to aligning the interests of managers with those of Shareholders.
With particular reference to the proportion of total remuneration contributed by its individual components, a maximum limit linked to the fixed component has been established for the short-term variable component (MBO). However, it is difficult to make reliable ex ante assessments regarding the relative incidence of the long-term variable component, currently represented by stock options, since by their nature - they only acquire value if the Company share price increases due to the creation of value for the Shareholders.
The following summary identifies the various components comprising the remuneration of the Executive Directors and Managers with Strategic Responsibilities.

| Remuneration component | Criteria and parameters |
|---|---|
| Fixed remuneration | Determined according to the role and responsibilities assigned, in line with market benchmarks, and adjusted for merit or promotion or increased responsibility. |
| Short-term variable component (MBO) - annual performance period Pay-out target: maximum 75% of fixed remuneration. Clawback and malus clauses are applied. |
Financial KPIs - Net consolidated sales (35%) on a like-for-like basis (excluding M&A) - Consolidated EBITDA (35%) on a like-for-like basis (excluding M&A) Sustainability KPIs (15%) related to the 2023-2025 ESG Plan - Achievement of Group carbon intensity reduction target (Scope 1 and Scope 2) of 30% (target E.2, 2023-2025 ESG Plan) - Increase of non-compulsory training hours per capita to about 8 hours on average (target S.3, 2023-2025 ESG Plan) Qualitative KPIs (15%) - Targets related to managerial commitment and skills, as well as to the results of M&A activities |
| Long-term variable component (LTI) - 2022-2024 three year performance period Clawback and malus clauses are applied. Minimum Holding for Executive Chairman and Chief Executive Officer equal to 5 years from the date of grant for more than 50% of the options granted. |
a) 2022-2024 Interpump Incentive Plan Vesting period: annualisation of three-year targets 70% of the options offered exercisable upon achievement of the following targets: Financial KPIs - Net consolidated sales (35%); - Consolidated EBITDA (35%). Sustainability KPIs (15%) related to the 2023-2025 ESG Plan: Qualitative KPIs (15%) - Targets related to managerial commitment and skills, as well as to the results of M&A activities |


| Remuneration component | Criteria and parameters |
|---|---|
| Discretionary bonuses | The residual use of discretionary remuneration elements by Interpump is justified by the need to equip itself with flexible tools to make its remuneration policies more competitive in order to attract, motivate and retain key resources. In particular, these remuneration components have been applied in past financial years, under specific circumstances, in connection with the successful achievement of specific targets related to corporate development projects and/or M&A transactions. Limit set at 30% of the average gross annual remuneration in the previous two-year period, including "Fixed remuneration", "Fringe benefits", "Non-equity variable remuneration" and "Other remuneration", if any, and without prejudice, in any case, to the maximum limit of 75% of the fixed remuneration provided in aggregate for the MBO plan (MBO plus bonus, if any). |
With regard to remuneration policies, in 2024 Interpump requested the support of a consulting firm experienced in this field in order to benchmark with the market practices of companies listed on the same market. In particular, these assessments were carried out with reference to the following listed industrial companies belonging to the FTSE MIB panel of Borsa Italiana:
- Recordati
- Hera
- Azimut Holding
- A2A
- Amplifon
- Inwit
- Erg
- Pirelli
10.1. Fixed remuneration component
The level of fixed remuneration is mainly correlated with:
- i. professional specialisation;
- ii. the organisational role covered;
- iii. responsibilities;
- iv. the proxies granted.
The fixed remuneration component, which is reported in the Second Section of the Remuneration Policy, is in any case sufficient to remunerate the Director or Senior Manager even if the variable component is not paid due to the failure to achieve performance targets. Given the aim of attracting and motivating qualified and competent professionals, the Company constantly monitors market practices in relation to the fixed remuneration components in order to ensure alignment with the relevant best practices.
10.2. Short-term variable component - Management By Objectives (MBO)
The variable component of short-term remuneration (MBO) is determined annually by the Board of Directors on the recommendation of the Remuneration Committee.
A portion of variable remuneration is related to short-term performance, meaning both individual performance and the results of the Company and the Group, and is linked to financial, organic growth,

and non-financial targets, such as in the ESG field. This variable remuneration component is never higher than 75% of the fixed component.
In particular, the Company adopts a system of variable remuneration (so-called Management by Objectives or MBO), aimed at incentivising the achievement of specific performance targets by Executive Directors, Managers with Strategic Responsibilities or categories of recipients, identified with the help of the heads of the various business areas of the Company. These performance targets are established using the following criteria:
- a) for 70% of the MBO Plan, the targets are linked to the achievement of financial parameters, 35% linked to Net Sales and 35% linked to consolidated EBITDA on a like-for-like basis;
- b) for 15%, the MBO Plan is linked to the achievement of targets in the area of sustainability, in particular, the targets set out in the ESG Plan;
- c) for the remaining 15%, the MBO Plan is linked to the achievement of qualitative targets of the individual person with respect to parameters of availability, commitment and added value, and quantitative targets linked to the contribution of the Interpump Group growth by external lines (enterprise value of M&A transactions during the financial year), which will be assessed by the Board of Directors, after hearing the opinion of the Remuneration Committee, or, if the beneficiary is a person who does not work directly with the Board of Directors, by his or her direct superior.
The payment of this MBO is related to the thresholds of achievement of each of the components outlined in the criteria on which the variable remuneration system is based. When identifying the specific performance targets and the related parameters, the competent departments take account of the need to guarantee:
- (i) precise, clear, objectively measurable and previously indicated and determined targets;
- (ii) coordination with the targets of the Company and the Group;
- (iii) an appropriate progression of performance targets over time, having regard to the sustainability of remuneration.
The assessment of the attainment of individual performance targets may consider parameters linked to distinct ranges of values, used to establish up to a 100% allocation of the target incentive and identify smaller percentages, or "key" performance indicators may be adopted to identify thresholds for access to the target concerned. No remuneration is possible on other non-financial KPIs. As at the date of this Report, this option has never been exercised.
The Board of Directors reserves the right to provide for the payment of one-off bonuses within the limits of the provisions of section 8 above. Since last financial year, the MBO Plan provides, for Executive Directors and Managers with Strategic Responsibilities, ex-post correction mechanisms (so-called clawback and/or malus clauses) as indicated in section 10.6 below.
| Targets | KPIs | Vesting Period | Weight % | Performance Pay-out | |
|---|---|---|---|---|---|
| Economic/financial at constant scope of consolidation |
Net consolidated Sales |
2025 | 35% | Below the threshold | 0% |
| Entry point | 50% | ||||
| Intermediate | 75% | ||||
| Target | 100% | ||||
| EBITDA | 35% | Below the threshold | 0% | ||
| Entry point | 50% | ||||
| Intermediate | 75% |

| Draft for discussion |
|---|
| Target | 100% | ||||
|---|---|---|---|---|---|
| ESG | Achievement of targets in the 2022-2024 ESG Plan |
2025 | 15% | Achievement of the 2 targets of the 2022-2024 ESG Plan |
100% |
| Qualitative | Contribution to the external growth of the Interpump Group |
2025 | 15% | Target | 100% |
10.3. Long-term incentives
The variable component of remuneration is also oriented towards a medium- to long-term horizon in order to align the interests of the beneficiaries with those of the stakeholders, with a view to creating value and pursuing long-term sustainable development. In particular, through the Incentive Plan, the Company sets itself the following targets:
- (i) relate the variable remuneration component to medium- to long-term targets with a view to creating value for Shareholders and stakeholders;
- (ii) as part of its retention policies, retain its key resources and encourage them to stay with the Group;
- (iii) involve Employees, Directors and Collaborators in issues relevant to the Group, including ESG (Environmental, Social, Governance) sustainability;
- (iv) as part of its attraction policies, draw talented managerial and professional resources in national and international markets, in order to further develop and strengthen the Group core and distinctive skills;
- (v) promote the spirit of belonging of Employees, Directors and Collaborators within the Group.
a) 2022-2024 Incentive Plan
The Interpump Meeting of 29 April 2022 approved, pursuant to art. 114-bis of the Consolidated Law on Finance, the adoption of the "2022-2024 Interpump Incentive Plan" (the "Plan"), in favour of employees, Directors and/or collaborators of the Interpump Group, identified - at the unchallengeable and discretionary judgement of the Board of Directors - among the individuals who hold or perform relevant roles or functions for the Company and the Interpump Group and in relation to whom actions are justified to strengthen their loyalty with a view to value creation.
The Plan is based on the assignment of a maximum number of options, each of which grants rights to the beneficiaries, upon achievement of the targets identified by the Board of Directors. The conditions for the assignment include continuation:
- a) for Directors, of the office of Director;
- b) for employees, of the employment relationship, except in cases of retirement;
- c) for collaborators, of the self-employed relationship;
The Board of Directors, subject to the non-binding opinion of the Remuneration Committee, establishes the performance targets to be achieved for each of the Plan reporting periods (2022, 2023 and 2024), in compliance with the following parameters:
i. for 70% of the Options offered to each beneficiary, the performance targets consist of the achievement of specific consolidated results by the Group in each of the reporting financial

years. In particular, the Board of Directors establishes targets to be achieved that are correlated with two different economic parameters: Net Sales and EBITDA. Within the above 70% of the total Options allocated to each Beneficiary, the achievement of the Net Sales target will assign the right to exercise 50% of the above 70% of Options, while the achievement of the EBITDA target will assign the right to exercise 50% of the above 70% of Options;
- ii. for 15% of the Options offered to each beneficiary, the targets contribute to the development and consolidation of ESG issues that are significant for the Group;
- iii. for the remaining 15% of the Options offered to each beneficiary, the targets shall be of a qualitative nature, i.e. the performance of the individual beneficiary with respect to parameters of availability, commitment and added value brought to the contribution of the Interpump Group growth by external lines, and shall be assessed by the Board of Directors, after hearing the opinion of the Remuneration Committee, or, if the beneficiary is a person who does not work directly with the Board of Directors, by his or her direct superior.
The "2022-2024 Incentive Plan" entails a minimum clause referring only to Executive Directors, who will have the obligation, until the date of termination of their office as Director, for 5 years from the assignment date, thus including the vesting period and the share retention period, to continuously hold a number of shares equal to 50.1% of those purchased by them following the exercise of options.
The "2022-2024 Interpump Incentive Plan" is published on the Interpump website at: https://www.interpumpgroup.it/it/governance/assemblea-soci
The "2022-2024 Interpump Incentive Plan" provides for malus and claw-back mechanisms, in line with the recommendations set out in the Corporate Governance Code. In particular, within 4 years of the vesting date of the options concerned and regardless of whether or not the relationship with the beneficiary still exists, the Company reserves the right to revoke all or some of any Options already vested but not yet exercised, or request the return of all or some of the shares delivered to the Beneficiary, in the event of fraudulent behaviours by the beneficiary, serious and intentional infringement of the law and/or the Code of Ethics of Interpump, and/or vesting of the options or delivery of the shares on the basis of data that was subsequently found to be obviously incorrect or deliberately altered.
b) 2025-2027 Incentive Plan
The new long-term equity incentive plan for the next three years, called the 2025-2027 Interpump Incentive Plan, will be submitted to the Shareholders' Meeting of 29 April 2025 for approval. The new stock option plan consists of a single 2025-2027 three-year cycle of option grants, the allocation of which will be determined by the Board of Directors, after consulting with the Remuneration Committee, based on the achievement of performance targets to be assessed at the end of the entire assignment cycle and therefore following the approval of the financial statements for the year ending 31 December 2027. Thereafter, the Options may be exercised from 30 June 2028, or other date determined by the Board of Directors, until 31 December 2031.
The new Plan, in continuity with the incentive plans previously approved by the Company Ordinary Meeting, is aimed at pursuing the target of aligning the interests of the beneficiaries with those of the stakeholders, with a view to creating value in the medium-long term and pursuing sustainable development, consistently with the provisions of this 2025-2027 Remuneration Policy, as well as to incentivise and retain resources deemed most relevant for the growth of the Group companies.
The Board of Directors, with the non-binding opinion of the Remuneration Committee, defined the following performance targets to be achieved at the end of the three-year period of the new "2025-2027 Interpump Incentive Plan":
(i) for 35% of the Options offered to each beneficiary, the targets will be linked to the achievement of the net consolidated sales figure.

- (ii) for 35% of the Options offered to each beneficiary, the targets will be linked to the achievement of the consolidated EBITDA figure.
- (iii) for 15% of the Options offered to each beneficiary, the targets will be linked to the achievement of the Total Shareholder Return (TSR) figure. The aforementioned economic/financial targets will take into account the value resulting from the M&A transactions, brought to the Interpump Group, during the reporting period, since the proforma values in the period of the newly acquired companies during the three-year period will be taken into account for the determination of the indicators.
- (iv) for 15% of the Options offered to each beneficiary, the targets must contribute to the development and consolidation of ESG issues that are significant for the Group. In particular, the targets may concern environmental, social and governance factors aimed at promoting sustainability and corporate responsibility. The applicable ESG KPIs will be defined by the Board of Directors in light of the ESG Plan that the Company is preparing for the 2026-2028 three-year period, and may include metrics relating, for example, to the reduction of CO₂ emissions, the adoption of sustainable practices and the strengthening of corporate governance in relation to the activities from time to time deemed relevant to the Group, which are measurable and/or can be measured also for the purposes of the information provided in the sustainability report.
The new plan provides for a bonus linked to over-performance, if one or more financial benchmarks have exceeded the maximum target. In particular, the achievement of the performance conditions related to the economic/financial targets, at entry point, target and maximum level, will result in the vesting of 80%, 100% and 110% of the options granted, respectively. On the other hand, with regard to the ESG targets, the achievement of at least one of the targets will result in the vesting of 80% of the options granted for this target, and the achievement of both defined targets will result in the vesting of 100% of the options granted for this target.
| Targets | KPIs | Vesting Period | Weight % | Performance Pay-out | |
|---|---|---|---|---|---|
| 35% | Entry point | 80% | |||
| Net Sales | Target | 100% | |||
| Maximum | 110% | ||||
| Economic/Financial with | 35% | Entry point | 80% | ||
| enhancement of M&A transactions carried out in the period |
EBITDA | Three years 2025 - 2027 |
Target | 100% | |
| Maximum | 110% | ||||
| TSR | 15% | Entry point | 80% | ||
| Target | 100% | ||||
| Maximum | 110% | ||||
| ESG | Achievement of | Three years 2025 - 2027 |
15% | Achievement of at least 1 target of the 2025- 2028 ESG Plan |
80% |
| targets in the 2026- 2028 ESG Plan |
Achievement of at least 2 targets of the 2025-2028 ESG Plan |
100% |

The new "2025-2027 Interpump Incentive Plan" provides for a minimum holding clause under which Executive Directors and Key Group Management Personnel are obliged to continuously hold, until 30 June 2030, a number of shares in the Company at least equal to 50.1% of those acquired by them following the exercise of the Options. Executive Directors may transfer their shares if this is necessary to comply with the obligations and/or restrictions provided for by the Consolidated Law on Finance, the Issuers' Regulation and/or other provisions applicable from time to time, such as, by way of example but not limited to, the public tender offer provided for in art. 105 ff. of the Consolidated Law on Finance.
10.4. Benefits and insurance, such as supplementary pensions and health cover, and other fringe benefits
With the aim of ensuring an overall remuneration package that is as competitive as possible and aligned with best market practices, the remuneration of Executive Directors and Managers with Strategic Responsibilities may include fringe benefits such as a corporate car, supplementary pensions and health insurance, other monetary benefits and forms of welfare. At the date of this Remuneration Policy, the following fringe benefits are provided: medical insurance and corporate car for mixed use.
10.5. One-off bonuses
The Board of Directors also holds the right, following the proposal of the Remuneration Committee and having consulted with the Board of Statutory Auditors to the extent of its competence, to award one-off bonuses to individual Executive Directors or Managers with Strategic Responsibilities in relation to specific transactions and/or projects for an amount up to a maximum of 30% of the value of the average gross annual remuneration paid to the relevant person in the two-year period prior to the payment, including 'Fixed compensation', 'Non-monetary benefits', 'Non-equity variable compensation' and 'Other compensation', if any, as defined in the first part of the Second Section, and without prejudice to the limit of 75% with respect to the fixed remuneration of all bonuses (one-off and MBO), as set forth in Section 10.2 of this Report.
10.6. Indemnities on termination of the office or of the employment relationship
In consideration of the role of the Executive Chairman as a figure of depth, authority and credibility in relation to the Shareholders and stakeholders in general, as well as his specific prerogatives and managerial skills, the Board of Directors, by resolution of 16 March 2020, granted the Executive Chairman a severance indemnity in the event of his termination of his office as Company Director.
Without prejudice, therefore, to the observance of prior individual agreements that are still in force, for any further severance package that the Company may resolve, the maximum amount payable shall be equal to a maximum of one year remuneration calculated as the average of the gross annual remuneration in the previous two-year period inclusive of "Fixed remuneration", "Fringe benefits", "Nonequity variable remuneration", "Other remuneration" and the non-competition agreement (not provided for to date). However, any remuneration from one-off or discretionary bonuses is excluded from this calculation.
In particular, the Company has the right to agree on special arrangements related to the termination of office or employment with its Executive Directors and Managers with Strategic Responsibilities, where this is deemed appropriate in order to attract suitable professional resources or in the context of investment agreements entered into in the exercise of its core business. The amount of such indemnities is determined with reference to the overall duration of the office or employment relationship or collaboration, and the notice period, considering any link with the performance of the Company. Such amount, inclusive of any allowances linked to non-competition agreements, may only be paid once to each individual and cannot exceed the amount of gross annual average remuneration paid to the person concerned in the two years prior to the termination of their office or employment, inclusive of their "Fixed remuneration", "Fringe benefits", "Non-equity variable remuneration" and any "Other
remuneration", as defined in the first part of the Second Section of this Report. In addition to termination of office or employment, the right to benefit from such indemnities may be recognised in the following cases:
- i. reduction and/or limitation of the areas of responsibility and/or proxies;
- ii. demotion.
The financial instruments allocated to the Executive Directors and Managers with Strategic Responsibilities are subject to maintenance of the director office or, for employees, to maintenance of the employment relationship. In the event of: (a) retirement or dismissal without just cause of the employee, (b) revocation or non-renewal without just cause of the Director, (c) loss of the Company controlled status by the appointing company of the director/beneficiary or employer of the employee/beneficiary, the financial instruments whose right to receive them has already accrued but has not yet been exercised, may be exercised by the beneficiaries in accordance with the obligations, methods and terms established by the appropriate regulation (split between allocation and assignment as per the stock option plan).
If an Executive Director ceases to serve and/or is terminated, detailed information will be provided to the market in a press release about the internal processes that result in the allocation or recognition of allowances and/or other benefits. This information must include:
- a) adequate information about the allowance and/or other benefits, including the amount, the timing of payment and any repayment clauses, with particular reference to:
- i. expiry of office or employment termination allowance, specifying the circumstances that justify recognition;
- ii. retention of rights associated with any incentive plans involving cash payments or based on financial instruments;
- iii. office post-termination benefits;
- iv. non-competition agreements, describing their principal features;
- v. all other remuneration recognised for whatever reason and in whatever form;
- b) information about the compliance, or otherwise, of the allowance and/or other benefits with the provisions of the Remuneration Policy;
- c) information about mechanisms that impose corrections to allowance payments if the termination of the relationship is due to the achievement of objectively inadequate results, as well as about any requests made for the repayment of remuneration already paid;
- d) information about the procedures followed or to be followed in order to replace the director whose appointment is terminated.
The aforementioned information will be made known to the market, even though contained in the Remuneration Policy, since such allowances and other benefits were allocated prior to the termination of the office or employment relationship.
10.7. Malus and Claw-back clauses
The Company has claw-back clauses, applicable to all variable remuneration components, with Executive Directors and Managers with Strategic Responsibilities for the return or retention of remuneration in accordance with Recommendation 31 of the Corporate Governance Code. In particular, with reference to the medium- and long-term variable component (LTI), it should be noted that both the "2022-2024 Interpump Incentive Plan" and the new "2025-2027 Interpump Incentive Plan" provide that the Company reserves the right to obtain, within the term of 4 years from the vesting date of the options in question and regardless of whether the relationship with the beneficiary is still in place or terminated, the revocation of all or part of the options already vested but not yet exercised, or the restitution of all or part of the shares delivered, in the event of fraudulent behaviours by the beneficiary, serious and
intentional violations of the law and/or Interpump Code of Ethics, and/or the vesting of options or the delivery of shares on the basis of data that subsequently proved to be manifestly erroneous or maliciously altered.
A similar provision is made for the short-term variable component (MBO) for Executive Directors and Managers with Strategic Responsibilities with reference to the financial year of disbursement.
11. Remuneration of Non-Executive Directors
The remuneration of Non-Executive Directors is normally determined by the Board of Directors on allocation of the remuneration defined during the Meeting pursuant to art. 2389, paragraph 1 of the Italian Civil Code, based on a proposal of the Remuneration Committee, including additional remuneration that takes account of the commitment required of each Non-Executive Director, in particular in relation to participation in one or more committees. The remuneration of the Non-Executive Directors solely comprises a fixed amount and is not linked to any benefits or to the achievement of any short, medium or long-term, financial or non-financial targets. Specifically, these Directors are not beneficiaries of the incentive plans approved by the Company.
12. Remuneration of Standing Auditors
The remuneration of the members of the control body, pursuant to art. 2402 of the Italian Civil Code, is determined when they are appointed by the Meeting. The remuneration paid to the Standing Auditors comprises solely a fixed component, without the payment of attendance fees, expense reimbursements, benefits or any other components. The remuneration of the Board of Statutory Auditors is considered adequate with reference to the work performed having regard for the time dedicated to the role by each Auditor, including their participation at meetings of the Board of Directors and Internal Board Committees.

Second Section
Remuneration paid in 2024
1. Description of items comprising remuneration
- "Fixed remuneration": this is construed separately as (i) the emoluments authorised during the Meeting, even if not paid; (ii) attendance fees; (iii) reimbursement of one-off expenses; (iv) remuneration received for the performance of special offices, ex art. 2389, paragraph 3 of the Italian Civil Code; (v) fixed employment remuneration including social security and tax charges to be paid by the employee and excluding compulsory collective social security charges to be paid by the Company and the allocation to the Severance Indemnity Provision.
- "Remuneration for participating at committees": the remuneration due to Directors for participating at Board committees.
- "Non-equity variable remuneration": this refers to "Bonuses and Other Incentives" and "Profit Shareholdings".
- "Bonuses and Other Incentives": this is the variable part of remuneration, including the portions of remuneration, even if not yet paid, vested during the financial year for targets that have been achieved in the financial year, in relation to cash type incentive plans. These amounts do not include the values of stock options assigned or exercised or other remuneration in the form of financial instruments.
- "Profit shareholding": this is the amount of profit due on an accruals basis, even if approval of the financial statements and distribution of profits are still pending.
- "Fringe benefits": these are fringe benefits (defined in accordance with a criterion of taxability), any insurance policies in existence and supplementary pension funds.
- "End of office or employment termination allowance": these are the allowances matured, even if not yet paid, in respect of Directors for the cessation of their functions during the financial period under consideration, with reference to the financial year during which the office effectively lapsed. Also considered are the estimated value of any disbursal of fringe benefits, the amount of any consultancy contracts and of allowances related to non-competition undertakings entered into. In the case of allowances for non-competition undertakings, the amount is indicated just once at the time of termination of the office, with an indication of the duration of the non-competition undertaking and the effective date of payment.
- "Other remuneration": it means, separately and on an accruals basis, all and any additional remuneration deriving from other services rendered.
- "Stock Option": these are (i) options held at the start of the year, with an indication of the strike price and the period in which exercise is permitted; (ii) the options assigned during the year; (iii) the options exercised during the year, with an indication of the strike price and the market price of the underlying shares at the time of exercise; (iv) the options expired in the year; (v) the options held at year end.
- Incentive plans based on financial instruments other than stock options: it means all mediumto long-term incentive plans based on financial instruments other than options.
2. Implementation of the 2024 Remuneration Policy
2.1 Fixed remuneration
Fixed remuneration paid to the Executive Chairman
The fixed remuneration paid to the Executive Chairman, approved by the Board of Directors on 15 May 2024, amounted to EUR 1,731 thousand and included:
- (i) EUR 45 thousand as emoluments for the office of director resolved by the meeting;
- (ii) EUR 1,500 thousand for the performance of special offices pursuant to art. 2389, paragraph 3 of the Italian Civil Code;
- (iii) EUR 186 thousand as remuneration to cover expenses incurred for personal security.

Fixed remuneration paid to the Chief Executive Director:
The fixed remuneration paid to the Chief Executive Officer amounts to EUR 378 thousand and includes:
- (i) EUR 45 thousand as emoluments for the office of director resolved by the meeting;
- (ii) EUR 165 thousand for the performance of special offices pursuant to art. 2389, paragraph 3 of the Italian Civil Code;
- (iii) EUR 10 thousand as emoluments for participation, as a member, in Internal Board Committees;
- (iv) EUR 150 thousand as remuneration for his functions as a Senior Manager of Interpump Group S.p.A.;
- (v) EUR 8 thousand as fringe benefits.
Fixed remuneration paid to Managers with Strategic Responsibilities
Fixed remuneration, at an aggregate level, recognised to Managers with Strategic Responsibilities (identified by resolution of the Board of Directors of 18 March 2024) amounted to EUR 715 thousand, including gross annual remuneration and EUR 24 thousand as fringe benefits recognised in the reporting period.
2.2 Short-term variable component (MBO 2024)
The short-term annual variable component represents the part of remuneration that can be achieved against the attainment of pre-defined performance targets, whose function is to direct the actions of the top management towards the pursuit of the financial and sustainable growth targets defined for the reporting period.
The performance indicators are related to an incentive scale that expresses the bonus accrued in relation to the respective level of achievement, with reference to the following targets:
- financial targets , with reference to the figures in the Consolidated Financial Statements, on a like-for-like basis, i.e. net of any extraordinary components;
- sustainability targets related to the targets of the 2023-2025 ESG Plan;
- qualitative targets based on the individual contribution to the growth of the Interpump Group and the success of specific projects and/or M&A transactions.
With reference to the 2024 short-term incentives (MBO), the Company has provided for a scale of indicators beyond which only the predefined amount of 100% will be disbursed. There is therefore no over-performance remuneration mechanism with respect to the predetermined maximum values.
The criteria underlying the performance indicators are applied, without distinction, to all Senior Managers to whom the short-term variable remuneration (MBO) component is attributed.

| Economic/financial targets | |||||||
|---|---|---|---|---|---|---|---|
| Component | Reporting year |
Weight % | Entry Point |
Target level |
Level achieved |
Achievements in the reporting year | |
| Net Consolidated Sales | 2024 | 35% | 98% | 100% | 97% | The result achieved in 2024 was 3% below the target level, resulting in non-vesting of the bonus against the target. |
|
| Consolidated EBITDA | 2024 | 35% | 98% 100% 96% bonus against the target. |
The result achieved in 2024 was 4% below the target level, resulting in non-vesting of the |
|||
| Sustainability targets | |||||||
| 2023-2025 ESG Plan | 2024 | 15% | 100% | - Approval of the Guidelines for the Eco design of Products (target E.7, 2023-2025 ESG Plan); - Increase to 7.2 hours average of non compulsory Group training per capita (target S.3, 2023-2025 ESG Plan); - Approval of the Global Mobility Policy (target S.4, 2023-2025 ESG Plan). |
|||
| Qualitative targets | |||||||
| Performance | 2024 | 15% | 100% | Confirmation of the skills, professionalism and commitment required by the importance of the role held and the size and sectoral features of the Company. |

The financial results achieved by the Interpump Group in the 2024 financial year, which were approved by the Board of Directors at its meeting held on 21 March 2025, resulted in a performance score on net consolidated sales of 97%, 3% below the pre-established target level, and a performance score on consolidated EBITDA of 96%, 4% below the pre-established target level and therefore the non-payment of this component. Accordingly, the MBO incentive award in 2024 to the Executive Chairman amounted to EUR 300 thousand and to the CEO EUR 18 thousand. As regards Managers with Strategic Responsibilities, the variable MBO incentive paid in the same period, in aggregate, amounted to EUR 72 thousand.

* The figures for the Chief Executive Officer refer to the period since his appointment by the Board of Directors on 28 April 2023.
** The figure for Managers with Strategic Responsibilities refers to the period since their appointment by the Board of Directors on 18 March 2024.
2.3 Medium- to long-term remuneration component (LTI)
2022-2024 Interpump Incentive Plan
Medium- and long-term incentives are aimed at orienting the actions of the top management towards the pursuit of long-term strategic and sustainable growth targets. The Interpump Group Remuneration Policy provides for an incentive system based on the assignment to the top management and to persons holding key positions within the Interpump Group, of a quantity of financial instruments (options) linked to the appreciation of the value of the Interpump Group S.p.A. share security.
In particular, the Shareholders' Meeting held on 29 April 2022, approved, upon the proposal of the Board of Directors, the stock option plan known as the "2022-2024 Interpump Incentive Plan", intended for Executive Directors, Managers with Strategic Responsibilities and collaborators of the Interpump Group identified - at the unquestionable and discretionary discretion of the Board of Directors - from among the individuals who hold or perform significant roles or functions within the Interpump Group. The aforesaid Plan provides for the assignment of a maximum of 2,250,000 options, each of which grants the beneficiaries the right to purchase one ordinary share held in the Company portfolio on the subscription date, or to subscribe one newly issued share at a strike price of EUR 38.6496 per option.
For a description of the 2022-2024 Incentive Plan, please refer to the explanatory report on the "2022- 2024 Incentive Plan" and related information document pursuant to art. 84-bis of the Issuers' Regulation.

The conditions for the vesting of the options granted in relation to the "2022-2024 Incentive Plan" envisage, among other things, the achievement of performance targets defined by the Board of Directors, subject to the non-binding opinion of the Remuneration Committee, for each of the Plan individual reporting years (and, therefore, for the 2022, 2023 and 2024 financial years) and in compliance with the following parameters, beyond which the Company will only recognise the number of options granted and predefined to the extent of the maximum percentage established, therefore making no provision for over-performance remuneration mechanisms:
70% of the Options allocated to each beneficiary
- Net Consolidated Sales (weight 35%);
- Consolidated EBITDA (weight 35%);
15% of the Options allocated to each beneficiary
• Targets related to ESG issues
15% of the Options allocated to each beneficiary
• Qualitative targets
In addition, the "2022-2024 Incentive Plan" makes provision for a minimum holding clause only for beneficiaries who serve as Executive Directors, who are obliged to retain continuously for 5 years from the assignment date, as defined in the Plan itself (period therefore including the vesting period and the Share retention period), a number of Shares equal to 50.1% of those purchased on the exercise of their Options; For the purpose of determining the financial parameters, in particular Net Sales and EBITDA, the M&A transactions carried out during the reporting period will also be taken into account.

| Economic/financial targets | |||||||
|---|---|---|---|---|---|---|---|
| Component | Reporting year |
Weight % | 3rd tranche accrual level | Target level achieved in the reporting year |
Achievements in the reporting year | ||
| Net Consolidated Sales |
2024 | 35% | 100% | n.a. | As provided for in the regulations of the "2022-2024 Interpump Incentive Plan", in view of the results achieved in the 2023 financial year that exceeded the targets that |
||
| Consolidated EBITDA |
2024 | 35% | 100% | n.a. | had been predetermined cumulatively for the 2023 and 2024 financial years, the vesting level of the 3rd tranche of the 2022-2024 Interpump Incentive Plan was considered to have been reached in advance. |
||
| Sustainability targets | |||||||
| 2023-2025 ESG Plan |
2024 | 15% | 100% | - Signing of the Power Purchase agreement (target E.2 E.3, 2023-2025 ESG Plan); - Obtaining ISO 45001 certification for a Canadian subsidiary (target S.2, 2023-2025 ESG Plan); - Extension of the ESG assessment model for suppliers (target S.6, 2023-2025 ESG Plan). |
|||
| Qualitative targets | |||||||
| Performance | 2024 | 15% | 100% | Confirmation of the skills, professionalism and commitment required by the importance of the role held and the size and sectoral features of the Company. |

With regard to the sustainability component, the Company has a three-year ESG Strategic Plan, for the 2023-2025 period (with the exception of a target set for 2027), with precise targets in each of the three Environmental, Social and Governance areas. Through it, the Company intends to implement a concrete long-term sustainability strategy that integrates and interconnects with its and the Group corporate plans, and directs its action towards the realisation of ESG targets. The ESG targets included in the table above are fully aligned with the aforementioned ESG Plan and represent milestones aimed at realising the Group sustainability strategy. With regard to the qualitative component, as already stated in the First Section of this Report, the performance enhancement by the Remuneration Committee and the Board of Directors mainly took into account the beneficiary contribution to the Company overall performance, with particular reference to M&A activities, which are of fundamental importance to ensure Interpump sustainable growth in the long-term.
Medium to long-term variable component (LTI) of the Executive Chairman
On 29 April 2022, the Board of Directors, at the proposal of the Remuneration Committee, resolved to grant 1,620,000 options to the Executive Chairman as part of the 2022-2024 Interpump Incentive Plan, the fair value of which amounted to EUR 4,328 thousand.
Medium to long-term variable component (LTI) of the Chief Executive Officer
The Board of Directors, upon the proposal of the Remuneration Committee, resolved to allocate in several tranches a total of 60,000 options to the CEO under the 2022-2024 Interpump Incentive Plan, whose fair value amounted to EUR 238 thousand.
Medium- to long-term variable component (LTI) of Managers with Strategic Responsibilities
On 18 March 2024, the Board of Directors identified a number of Managers with Strategic Responsibilities, who had already been granted 80,000 options under the 2022-2024 Interpump Incentive Plan, the fair value of which amounted to EUR 318 thousand.
Taking into account the duration of the Interpump Incentive Plans in force at the time, the Board of Directors, when identifying the Managers with Strategic Responsibilities (on 18 March 2024), deemed it appropriate not to provide for the inalienability restriction for the aforesaid persons by authorising the disposal during the periods of exercise without restriction of the options that had been granted in the meantime in execution of both the "2019-2021 Interpump Incentive Plan" and the "2022-2024 Interpump Incentive Plan".
2.4 Allowances and/or other benefits for termination of the employment relationship during the financial year
On 16 March 2020, the Board of Directors of the Company, acting on a proposal from the Remuneration Committee and after receiving a favourable opinion from the Board of Statutory Auditors, resolved to allocate to the Executive Chairman an allowance for the termination of his office that would only become payable on termination of his relationship with the Company. The allowance complies with the guidelines and limits set out in the Remuneration Policy in force at the time.
The features of the allowance concerning office termination are as follows:
- (i) reasons for allocation: the above indemnity for termination of the office has been allocated to recognise his long and successful tenure as an Executive Director of the Company, and is justified by the extraordinary creation of value achieved over that period of many years for the benefit of the Company and the Shareholders. Accordingly, the allocation of the allowance is not linked to the satisfaction of particular performance criteria and is not subject to deferral or ex-post correction mechanisms;
- (ii) determination of the office termination remuneration: three times the average gross annual remuneration earned in the two years prior to termination of the office, inclusive of "Fixed remuneration", "Fringe benefits", "Variable non-equity remuneration" and the "Other

remuneration" paid in relation to the offices and specific appointments granted as a director of the company. The allowance for termination of the office determined above will also include the no-competition agreement component determined in accordance with market practice at the time;
- (iii) circumstances that justify the vesting: termination of the office for any reason or cause, including those that result in early termination of the mandate, such as without limitation voluntary resignation, non-renewal at the end of a three-year mandate, events that make execution of the appointment impossible due to inability, unavailability or death, or revocation;
- (iv) payment deadline: the allowance will be paid on natural termination of the office or within 30 days of its early termination. In the event of repeated renewals of the office at the end of each mandate, the indemnity will be paid on the actual termination of the office without renewal;
- (v) retention of rights associated with incentive plans: termination of the office of the Executive Chairman and allocation of the related termination indemnity will involve, in all cases, retention of the rights associated with any monetary incentive plans or plans based on financial instruments, unless specified otherwise in the monetary incentive plans concerned, or in any different specific agreement reached subsequently between the Company and the Executive Chairman;
- (vi) retention of fringe benefits or execution of consultancy contracts: this proposal does not envisage additional benefits subsequent to termination of the office, or other types of remuneration for whatever reason and in whatever form, without prejudice to any different specific agreement reached subsequently between the Company and Fulvio Montipo .
2.5 Information about any waivers to the Remuneration Policy applied in special circumstances
There have not been any special circumstances in which the Company has made temporary waivers to the Remuneration Policy.
2.6 Information about the application of ex-post correction mechanisms to the variable components of remuneration (malus or claw-back return of variable components)
No circumstances have arisen that have justified recourse to claw-back mechanisms in relation to the variable components of remuneration allocated to beneficiaries.
2.7 Comparison between the annual change in remuneration, the results of the Company and the average gross annual remuneration of the full-time employees of the Company
As required by the amendments made by CONSOB (section 1.5) to the Issuers' Regulation regarding the transparency of remuneration, the following annual change information is provided over a five-year period:
- the total non-equity remuneration of each of the parties;
- the results of the Company;
- the average gross annual remuneration of employees other than the people whose specific remuneration is stated in this Report, expressed as full-time equivalents.
In particular, for the sake of clarity, it should be noted that the remuneration of Non-Executive Directors over the past 5 years and of the Board of Statutory Auditors has remained unchanged. Accordingly, the above Directors and Auditors are not included in the following schedules.

| Executive Directors | Change 2019-2020 |
Change 2020-2021 |
Change 2021-2022 |
Change 2022-2023 |
Change 2023-2024 |
|---|---|---|---|---|---|
| Executive Chairman | 0.0% | 0.0% | 0.0% | 0.0% | -25.63% |
| Chief Executive Officer | - | +10.2% | +46.1% | +24.7% | +13.79% |
| KPIs | Change 2019-2020 |
Change 2020-2021 |
Change 2021-2022 |
Change 2022-2023 |
Change 2023-2024 |
|---|---|---|---|---|---|
| Net Sales | -5.4% | +24.0% | +29.6% | +7.8% | -7.2% |
| EBITDA | -7.3% | +29.3% | +29.5% | +9.1% | -14.9% |
| No. of employees | +7.1% | +13.7% | +3.4% | +7.1% | -1.0% |
| CEO Pay Ratio4 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Ratio of the Executive Chairman total remuneration to the median total remuneration of employees |
83.8 | 81.7 | 79.2 | 56.2 |
| Ratio of the CEO5 total remuneration to the median total remuneration of employees |
- | - | 11.6 | 11.0 |
Trend of short-term variable remuneration (MBO) of Executive Directors in relation to Net Consolidated Sales (2020-2024)

4 For the variable component of the Executive Chairman and Chief Executive Officer remuneration, the variable short-term incentive (MBO) pertaining to the financial year is included and the equity component is excluded; for the variable component of the median employee remuneration, the variable short-term incentive (MBO) and/or the corporate productivity bonus pertaining to the financial year is included and the equity component is excluded.
5 Please note that the current Chief Executive Officer was appointed by the Board of Directors on 28 April 2023

*The figures for the Chief Executive Officer refer to the period since his appointment by the Board of Directors on 28 April 2023.
Trend of short-term variable remuneration (MBO) of Executive Directors in relation to consolidated EBITDA (2020-2024)

*The figures for the Chief Executive Officer refer to the period since his appointment by the Board of Directors on 28 April 2023.
Trend of non-equity remuneration of Executive Directors and Non-Executive Directors in relation to Net Consolidated Sales (2020-2024)
Values in €/000
0
1.000
2.000
3.000
4.000
5.000
6.000
7.000
8.000

0
500
1.000
1.500
2.000
2.500

2.8 Information on how the Company has taken into consideration the Shareholders' vote on the Second Section of the 2023 Report
Taking into account the consultative vote in favour by a large majority with respect to the reporting of the Second Section for the 2023 financial year and the improvements already made to the Remuneration Policy, it was decided to keep the level of disclosure unchanged.

Table 1 - Remuneration paid to the members of Administrative and Control bodies, to General Managers and to other Managers with Strategic Responsibilities (2024)
| Name and surname |
Office | Period in office |
Term of office |
Fixed remuneration €/000 |
Remuneration for participation in Internal Board Committees |
Non-equity variable remuneration |
Fringe benefits |
Other remuneration |
Total | Fair value of equity remuneration |
End of office or employment termination allowance |
|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| (I) Remuneration in the company preparing the financial statements | |||||||||||
| Board of Directors | |||||||||||
| Fulvio Montipo |
Executive Chairman |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
1,545 | - | 300 | - | 186 | 2,031 | 4,328 | - |
| Giovanni Tamburi |
Deputy Chairman |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
45 | 10 | - | - | - | 55 | - | - |
| Fabio Marasi |
Chief Executive Officer |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
210 | 10 | 18 | 8 | 150 | 396 | 238 | - |
| Marcello Margotto |
Independent Director |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
45 | 10 | - | - | - | 55 | - | - |
| Antonia Di Bella |
Independent Director |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
45 | 12 | - | - | - | 57 | - | - |

| Name and surname |
Office | Period in office |
Term of office |
Fixed remuneration €/000 |
Remuneration for participation in Internal Board Committees |
Non-equity variable remuneration |
Fringe benefits |
Other remuneration |
Total | Fair value of equity remuneration |
End of office or employment termination allowance |
|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| Federica Menichetti |
Independent Director |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
45 | 28 | - | - | - | 73 | - | - |
| Nicolo Dubini |
Independent Director |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
45 | 12 | - | - | - | 57 | - | - |
| Rita Rolli | Independent Director |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
45 | 10 | - | - | - | 55 | - | - |
| Anna Chiara Svelto |
Independent Director |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
45 | 10 | - | - | - | 55 | - | - |
| Roberta Pierantoni |
Independent Director |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
45 | - | - | - | - | 45 | ||
| Board of Statutory Auditors | |||||||||||
| Anna Maria Allievi |
Chairman of the Board of Statutory Auditors |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
45 | - | - | - | - | 45 | - | - |

| Draft for discussion | |
|---|---|
| -- | ---------------------- |
| Name and surname |
Office | Period in office |
Term of office |
Fixed remuneration €/000 |
Remuneration for participation in Internal Board Committees |
Non-equity variable remuneration |
Fringe benefits |
Other remuneration |
Total | Fair value of equity remuneration |
End of office or employment termination allowance |
|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| Mario Tagliaferri |
Statutory Auditor |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
30 | - | - | - | - | 30 | - | - |
| Mirco Zucca |
Statutory Auditor |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
30 | - | - | - | - | 30 | - | - |
| Total | 2,220 | 102 | 318 | 8 | 336 | 2,984 | 4,566 | ||||
| Managers with Strategic Responsibilities | |||||||||||
| Group Managers with Strategic Responsibilities | 485 | - | 42 | 19 | - | 546 | 318 | - | |||
| TOTAL REMUNERATION IN THE COMPANY PREPARING THE FINANCIAL STATEMENTS |
2,705 | 102 | 360 | 27 | 336 | 3,530 | 4,884 | - | |||
| Remuneration from subsidiaries and associates | |||||||||||
| Mirco Zucca |
Statutory Auditor |
01.01.2024 – 31.12.2024 |
Approval of the 2025 Financial Statements |
29 | - | - | - | - | 29 | - | - |
| Group Managers with Strategic Responsibilities | 230 | - | 30 | 5 | - | 265 | - | - | |||
| TOTAL REMUNERATION | 2,964 | 102 | 390 | 32 | 336 | 3,824 | 4,884 | - |

Table 1 - Remuneration paid to the members of Administrative and Control Bodies to General Managers and to other Managers with Strategic Responsibilities (2023)
| Name and surname |
Office | Period in office |
Term of office |
Fixed remuneration €/000 |
Remuneration for participation in Internal Board Committees |
Non-equity variable remuneration |
Fringe benefits |
Other remuneration |
Total | Fair value of equity remuneration |
End of office or employment termination allowance |
|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| (I) Remuneration in the company preparing the financial statements | |||||||||||
| Board of Directors | |||||||||||
| Fulvio Montipo |
Executive Chairman |
01.01.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
1,545 | - | 1,000 | - | 186 | 2,731 | 4,316 | - |
| Giovanni Tamburi |
Deputy Chairman |
01.01.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
45 | 10 | - | - | - | 55 | - | - |
| Fabio Marasi |
Chief Executive Officer |
28.04.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
162 | - | 50 | 6 | 130 | 348 | 202 | - |
| Angelo Busani |
Independent Director |
01.01.2023 – 28.04.2023 |
Approval of the 2022 Financial Statements |
15 | 6 | - | - | - | 21 | - | - |

| Name and surname |
Office | Period in office |
Term of office |
Fixed remuneration €/000 |
Remuneration for participation in Internal Board Committees |
Non-equity variable remuneration |
Fringe benefits |
Other remuneration |
Total | Fair value of equity remuneration |
End of office or employment termination allowance |
|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| Marcello Margotto |
Independent Director |
01.01.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
45 | 10 | - | - | - | 55 | - | - |
| Antonia Di Bella |
Independent Director |
01.01.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
45 | 8 | - | - | - | 53 | ||
| Federica Menichetti |
Independent Director |
01.01.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
45 | 28 | - | - | - | 73 | - | - |
| Stefania Petruccioli |
Independent Director |
01.01.2023 – 28.04.2023 |
Approval of the 2022 Financial Statements |
15 | - | - | - | - | 15 | - | - |
| Paola Annunziata Tagliavini |
Independent Director |
01.01.2023 – 28.04.2023 |
Approval of the 2022 Financial Statements |
15 | 8 | - | - | - | 23 | - | - |
| Nicolo Dubini |
Independent Director |
28.04.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
30 | 8 | - | - | - | 38 | - | - |

| Name and surname |
Office | Period in office |
Term of office |
Fixed remuneration €/000 |
Remuneration for participation in Internal Board Committees |
Non-equity variable remuneration |
Fringe benefits |
Other remuneration |
Total | Fair value of equity remuneration |
End of office or employment termination allowance |
|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| Rita Rolli | Independent Director |
28.04.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
30 | 8 | - | - | - | 38 | - | - |
| Anna Chiara Svelto |
Independent Director |
28.04.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
30 | 8 | - | - | - | 38 | - | - |
| Roberta Pierantoni |
Independent Director |
28.04.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
30 | - | - | - | - | 30 | ||
| Board of Statutory Auditors | |||||||||||
| Anna Maria Allievi |
Chairman of the Board of Statutory Auditors |
01.01.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
45 | - | - | - | - | 45 | - | - |
| Roberta De Simone |
Statutory Auditor |
01.01.2023 – 28.04.2023 |
Approval of the 2023 Financial Statements |
10 | - | - | - | - | 10 | - | - |
| Mario Tagliaferri |
Statutory Auditor |
01.01.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
30 | - | - | - | - | 30 | - | - |

| Name and surname |
Office | Period in office |
Term of office |
Fixed remuneration €/000 |
Remuneration for participation in Internal Board Committees |
Non-equity variable remuneration |
Fringe benefits |
Other remuneration |
Total | Fair value of equity remuneration |
End of office or employment termination allowance |
|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| Mirco Zucca |
Statutory Auditor |
28.04.2023 – 31.12.2023 |
Approval of the 2025 Financial Statements |
20 | - | - | - | - | 20 | - | - |
| Total | 2,172 | 94 | 1,050 | 6 | 316 | 3,638 | 4,518 | - | |||
| Managers with Strategic Responsibilities | |||||||||||
| Group Managers with Strategic Responsibilities | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | |||
| TOTAL REMUNERATION IN THE COMPANY PREPARING THE FINANCIAL STATEMENTS |
2,172 | 94 | 1,050 | 6 | 316 | 3,638 | 4,518 | - | |||
| Remuneration from subsidiaries and associates | - | - | - | - | - | - | - | - | |||
| TOTAL REMUNERATION | 2,172 | 94 | 1,050 | 6 | 316 | 3,638 | 4,518 | - |

Table 1 - Remuneration paid to the members of Administrative and Control Bodies, to General Managers and to other Managers with Strategic Responsibilities (2022)
| Name and surname |
Office | Period in office |
Term of office |
Fixed remuneration €/000 |
Remuneration for participation in Internal Board Committees |
Non-equity variable remuneration |
Fringe benefits |
Other remuneration |
Total | Fair value of equity remuneration |
End of office or employment termination allowance |
|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| (I) Remuneration in the company preparing the financial statements | |||||||||||
| Board of Directors | |||||||||||
| Fulvio Montipo |
Executive Chairman |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
1,545 | - | 1,000 | - | 186 | 2,731 | 4,273 | - |
| Giovanni Tamburi |
Deputy Chairman |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
45 | 10 | - | - | - | 55 | - | - |
| Claudio Beretti |
Non Executive Director |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
45 | - | - | - | - | 45 | - | - |
| Fabio Marasi |
Executive Director |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
45 | - | 100 | 4 | 130 | 279 | 100 | - |
| Angelo Busani |
Independent Director |
01.01.2022 – 31.12.2022 |
Approval of the 2022 |
45 | 18 | - | - | - | 63 | - | - |

| Draft for discussion | |
|---|---|
| -- | ---------------------- |
| Name and surname |
Office | Period in office |
Term of office |
Fixed remuneration €/000 |
Remuneration for participation in Internal Board Committees |
Non-equity variable remuneration |
Fringe benefits |
Other remuneration |
Total | Fair value of equity remuneration |
End of office or employment termination allowance |
|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| Financial Statements |
|||||||||||
| Marcello Margotto |
Independent Director |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
45 | 10 | - | - | - | 55 | - | - |
| Antonia Di Bella |
Independent Director |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
45 | - | - | - | - | 45 | - | - |
| Federica Menichetti |
Independent Director |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
45 | 28 | - | - | - | 73 | - | - |
| Stefania Petruccioli |
Independent Director |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
45 | - | - | - | - | 45 | - | - |
| Paola Annunziata Tagliavini |
Independent Director |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
45 | 24 | - | - | - | 69 | - | - |
| Board of Statutory Auditors |

| Name and surname |
Office | Period in office |
Term of office |
Fixed remuneration €/000 |
Remuneration for participation in Internal Board Committees |
Non-equity variable remuneration |
Fringe benefits |
Other remuneration |
Total | Fair value of equity remuneration |
End of office or employment termination allowance |
|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| Anna Maria Allievi |
Chairman of the Board of Statutory Auditors |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
45 | - | - | - - |
45 | - | - | |
| Roberta De Simone |
Statutory Auditor |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
30 | - | - | - | - | 30 | - | - |
| Mario Tagliaferri |
Statutory Auditor |
01.01.2022 – 31.12.2022 |
Approval of the 2022 Financial Statements |
30 | - | - | - | - | 30 | - | - |
| Total | 2,055 | 90 | 1,100 | 4 | 316 | 3,565 | 4,373 | - | |||
| Managers with Strategic Responsibilities | |||||||||||
| Group Managers with Strategic Responsibilities | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | |||
| TOTAL REMUNERATION IN THE COMPANY PREPARING THE FINANCIAL STATEMENTS |
2,055 | 90 | 1,100 | 4 | 316 | 3,565 | 4,373 | - | |||
| Remuneration from subsidiaries and associates | - | - | - | - | - | - | - | - | |||
| TOTAL REMUNERATION | 2,055 | 90 | 1,100 | 4 | 316 | 3,565 | 4,373 | - |

Table (3B) - Monetary incentive plans for the members of the Board of Directors, General Managers and other Managers with Strategic Responsibilities
| A | B | 1 | 2 3 |
4 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname |
Bonus for reporting year | Bonus for previous years | Other bonuses |
||||||||
| Office | Incentive Plan | Payable/Paid Deferred |
Period | No longer payable |
Still payable/paid | Still deferred |
|||||
| Remuneration in the company preparing the Financial Statements | |||||||||||
| Fulvio Montipo |
Executive Chairman |
Resolution of the Board of Directors on 15.05.2024 |
300 (Payable) |
- | 2024 | - | 1,000 (Paid) |
- | - | ||
| Fabio Marasi | Chief Executive Officer |
MBO recognised as Interpump Group S.p.A. Senior Manager |
18 (Payable) |
- | 2024 | - | 50 (Paid) |
- | - | ||
| Managers with Strategic Responsibilities |
MBO recognised as Interpump Group Senior Managers |
42 (Payable) |
- | 2024 | - | n.a. as not identified until March 2024 |
- | - | |||
| Remuneration from subsidiaries and associates | |||||||||||
| Managers with Strategic Responsibilities |
MBO recognised as Interpump Group Senior Managers |
30 (Payable) |
- | 2024 | - | n.a. as not identified until March 2024 |
- | - | |||
| Total | 390 | - | - | 1,050 | - | - |

Table (2) - Stock-options assigned to the members of the Board of Directors, General Managers and other Managers with Strategic Responsibilities
| A | B | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Options held at the beginning of the reporting year |
Options assigned during the reporting year | Options exercised during the reporting year |
Options expired at the end of the reporting year |
Options held at the end of the reporting year |
Options pertaining to the reporting year |
||||||||||||
| Name and surname | Office | Incentive Plan | No. of options | Strike price | Possible exercise period | No. of options | Strike price | Possible exercise period | Fair value at assignment date |
Assignment date | Market price of underlying shares at the option assignment date |
No. of options | Strike price | Market price of underlying shares at the option assignment date |
No. of options | No. of options | No. of options |
| Remuneration in the company preparing the Financial Statements | |||||||||||||||||
| Fulvio Montipo | Executive Chairman | 2022-2024 Plan |
1,620,000 | 38.649 | 01.07.2025 – 31.12.2028 |
567,000 | |||||||||||
| Fabio Marasi | Chief Executive Officer | 2022-2024 Plan |
60,000 | 38.649 | 01.07.2025 – 31.12.2028 |
23,250 | |||||||||||
| Managers with Strategic Responsibilities | 2019-2021 Plan |
10,000 | 27.9868 | 01.07.2022 – 31.12.2025 |
5,000 | 27.9868 | 41.84 | 5,000 | |||||||||
| Managers with Strategic Responsibilities | 2022-2024 Plan |
80,000 | 38.649 | 01.07.2025 – 31.12.2028 |
31,000 | ||||||||||||
| Remuneration from subsidiaries and associates | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
Table (7-ter): Shareholdings of the members of the Administrative and Control Bodies and General Managers
| Name and Surname | Office | Investee company | No. of shares held at the end of the previous financial year |
No. of shares purchased |
No. of shares sold | No. of shares held at end of the current financial year |
|
|---|---|---|---|---|---|---|---|
| Fulvio Montipo | Executive Chairman | Interpump Group S.p.A. | 1,555,233 | - | - | 1,555,233 | |
| Fabio Marasi | Chief Executive Officer | Interpump Group S.p.A. 18,000 - |
18,000 | - | |||
| Managers with Strategic Responsibilities | Interpump Group S.p.A. | 1,010 | 5,000 | 5,000 | 1,010 |
