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Moncler

Remuneration Information Mar 25, 2024

4110_def-14a_2024-03-25_86ca6c87-90ec-4d39-8721-043010e65ce5.pdf

Remuneration Information

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CONTENTS

LETTER FROM THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE 3
GROUP FINANCIAL HIGHLIGHTS 5
INTRODUCTION 6
INFORMATION ON THE REMUNERATION POLICY REPORT AND ON PAID REMUNERATION
6
SUSTAINABLE VALUE CREATION 7
SECTION I - REMUNERATION POLICY (2022-2024)8
1. EXECUTIVE SUMMARY 8
2. PAY-MIX 9
3. RESULTS OF THE SHAREHOLDERS' MEETING VOTE AND DESCRIPTION OF THE CHANGES
COMPARED TO 2023
10
4. TERM, PURPOSE AND GENERAL PRINCIPLES OF THE REMUNERATION POLICY 13
5. GOVERNANCE OF THE REMUNERATION PROCESS 14
6. EXCEPTIONS 19
7. REMUNERATION OF NON-EXECUTIVE DIRECTORS20
8. REMUNERATION OF THE MEMBERS OF THE BOARD OF STATUTORY AUDITORS21
9. REMUNERATION OF THE CHAIRMAN/CEO, EXECUTIVE DIRECTORS AND MANAGERS
WITH STRATEGIC RESPONSIBILITIES21
10 INDEMNITY FOR EARLY TERMINATION OR NON-RENEWAL OF THE RELATIONSHIP
(PARACHUTE AGREEMENTS) AND NON-COMPETE AGREEMENTS 35
11. CLAW-BACK / MALUS MECHANISMS37
12. THE REMUNERATION POLICY AND OUR EMPLOYEES 37
SECTION II: REMUNERATION PAID IN THE 2023 FINANCIAL YEAR 39
1. INTRODUCTION39
3. NON-EXECUTIVE DIRECTORS 40
4 CHAIRMAN AND CEO AND EXECUTIVE DIRECTORS 41
5. REMUNERATION OF THE BOARD OF STATUTORY AUDITORS42
6 REMUNERATION OF MANAGERS WITH STRATEGIC RESPONSIBILITIES 42
7 2023 MBO43
8. LTI47
9. INDEMNITIES AND/OR OTHER BENEFITS FOR TERMINATION OF OFFICE OR FOR
TERMINATION OF EMPLOYMENT DURING THE YEAR50
10. MALUS AND CLAWBACK50
11. EXEMPTIONS TO THE REMUNERATION POLICY 50
12. CHANGE IN THE REMUNERATION OF THE MANAGEMENT AND CONTROL BODY, THE
GROUP'S RESULTS AND THE AVERAGE REMUNERATION OF GROUP EMPLOYEES 50

LETTER FROM THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE

Dear Shareholders,

2023 was also a year of significant complexity from a geopolitical and macroeconomic perspective. In a context of global uncertainty, Moncler remained confident in the strength of its brands and the clear strategic vision that enabled the Group to achieve its growth objectives. This result has been achieved thanks to the work of Top Management and all the people of the Moncler Group who enable Moncler to continue with determination toward the achievement of its strategic objectives.

In this context, and always with a view to sustaining development prospects, the Group's ability to attract, retain and motivate the best resources continues to be of particular importance. For this reason, the guiding principles of Moncler's remuneration policy are aimed at rewarding merit with the goal of enhancing talent and the achievement of medium-long term results aimed at creating sustainable value shared with all stakeholders.

The Company's current three-year remuneration policy (the Remuneration Policy) was approved by the Shareholders' Meeting of 21 April 2022 with reference to the three-year period 2022-2024 and, therefore, unlike Section II, is not subject to approval at the next Shareholders' Meeting

Nevertheless, in continuity with past years, the Company, the Committee I chair and the Board of Directors have continued the work of improving this Report, which represents, as you know, the primary means of communication on the subject of remuneration with our stakeholders. In drafting the Report, therefore, we have sought to provide an increasingly clear, complete and transparent picture of the application of the Remuneration Policy with reference to the 2023 financial year, taking into account, among other things, the indications received as part of the intense engagement activity that, also in the past financial year, was held with investors and proxy advisors.

Thus, further updates and elements of improvement were made in the descriptive part of the Remuneration Policy (with the aim of representing the contents in an increasingly clear and usable way) and, at the same time, the extensive level of disclosure was confirmed, with a detailed description of the KPIs and objectives achieved. With respect to the actions taken, I would also like to point out that, in compliance with and consistent with the provisions of the Remuneration Policy, the new incentive plan that will be submitted for your approval at the next Shareholders' Meeting (referred to as the "Performance Shares 2024 Plan") provides for a single award cycle so as to align the conditions of implementation among all beneficiaries and allow them to contribute to the pursuit of the same objectives.

In the latter regard, I would like to remind you that the Remuneration Policy, by providing for the integration of sustainability objectives into the remuneration system (both short and medium-long term), has always aimed at aligning the remuneration of Top Management with the company's sustainability strategy. Consistent with the principles of the Remuneration Policy, the new 2024 Performance Shares Plan also includes an ESG indicator linked to 3 important objectives: (i) the completion of the training program on Diversity, Equity & Inclusion topics by 100% of Management (Managers, Senior Managers, Executives and Senior Executives) by 2026; (ii) 55% of the nylon used in the 2026 collections coming from so-called preferred raw materials (e.g, recycled nylon, bio-based nylon); (iii) the certification, by 2026, for Moncler's new headquarters in Milan according to the LEED for Building Design and Construction standard, which certifies the environmental efficiency of buildings, and according to the WELL standard related to employee comfort and working conditions.

I would also like to mention that, in the current share incentive plan called "2022 Performance Shares Plan", the ESG KPI refers to three major challenges enhanced in the 2020-2025 Strategic Sustainability Plan: (i) the carbon neutrality of the Group's directly operated locations worldwide, (ii) the expanded use of nylon from so-called preferred raw materials

(e.g., recycled nylon, bio-based nylon), and (iii) the achievement of Equal Pay certification for the Moncler brand perimeter.

I trust that the efforts made by the Company, the Nomination and Remuneration Committee and the Board of Directors, as well as the choices made in continuity with the Remuneration Policy approved in 2022 by the Shareholders' Meeting, can once again receive your support at the next Shareholders' Meeting.

In my capacity as Chairman of the Committee, I am therefore pleased to present you with the Report outlining the activities carried out and the initiatives implemented in 2023, and Section II of which will be submitted for your review and advisory vote at the Shareholders' Meeting convened on 24 April 2024.

I would like to take this opportunity to thank, as always, Directors Marco De Benedetti and Alessandra Gritti for their significant and ongoing contributions.

Diva Moriani

Chairman of the Nomination and Remuneration Committee

GROUP FINANCIAL HIGHLIGHTS1

1 This note applies to all pages: data including IFRS 16 impacts from 2019. The net financial position excludes lease liabilities. Data are rounded at the first decimal.

2022 free cash flow reflects the impact of the Stone Island brand value realignment.

INTRODUCTION

The Remuneration Policy described in Section I of this Report was approved by the Shareholders' Meeting of 21 April 2022 with reference to the three-year period 2022-2024. Therefore, since no exceptions or changes have been made to the principles and related guidelines (except for the necessary updates and certain improved elements in the presentation that also take into account the indications that emerged during the engagement activities), this Remuneration Policy remains fully applicable to financial year 2024 and will not be subject to another binding vote of the Shareholders' Meeting.

In Section II, the Report provides an explanation of the remuneration paid in 2023 to Directors, Statutory Auditors and Managers with Strategic Responsibilities.

INFORMATION ON THE REMUNERATION POLICY REPORT AND ON PAID REMUNERATION

The Report, approved on 28 February 2024 by Moncler's Board of Directors, on the proposal of the Nomination and Remuneration Committee, which met lastly on 27 February 2024, has been prepared pursuant to Art. 123ter of the Consolidated Law on Finance and in accordance with the provisions of Art. 84quater of the Issuers' Regulation and Schedule 7bis of Annex 3A to the IR.

The aim of the Report is to provide transparent and complete information of the criteria used to remunerate and evaluate the contribution made by the persons concerned by the Remuneration Policy to achieving the Company's objectives, in line with best market practices and in accordance with the recommendations of the Corporate Governance Code to which Moncler adheres.

The Report consists of two Sections:

  • a) SECTION I, approved by binding vote of the Shareholders at the Shareholders' Meeting of 21 April 2022, illustrates the Remuneration Policy adopted by the Company with respect to the remuneration of Directors, Statutory Auditors and Managers with Strategic Responsibilities with reference to the three-year period 2022-2024 (and therefore for the entire term of the Board in office) and indicates in detail the general objectives pursued, the bodies involved and the procedures used to adopt and implement the Remuneration Policy;
  • b) SECTION II, subject to an advisory vote by Shareholders at the Shareholders' Meeting convened for 24 April 2024, is divided into two parts: the first part describes each of the items relating to remuneration paid (or accrued) to members of the Board of Directors, the Board of Statutory Auditors and Managers with Strategic Responsibilities during 2023; the second part sets out and analyses the remuneration paid during the Financial Year, on any basis and in any form, by the Company and the Subsidiaries, using the tables attached to the Report.

The Report is made available to the public at Moncler's registered office and on the Company's website www.monclergroup.com in the "Governance/Shareholders' Meeting" section and on eMarket Storage's centralised system by the 21st day prior to the Shareholders' Meeting called to approve the financial statements for the financial year in question. Information documents on existing share-based compensation plans can be found in the "Governance/Remuneration/Incentive Plans" section of the company's website at www.monclergroup.com.

SUSTAINABLE VALUE CREATION

Moncler has always been committed to creating sustainable value for all its stakeholders. Several rating companies have expressed a positive assessment with respect to the Group's sustainability performance.

In 2023, for the fifth consecutive year, Moncler is confirmed in the Dow Jones Sustainability World and Europe indices by obtaining, in the S&P Global Corporate Sustainability Assessment3 2023, the highest score (89/100) in the "Textiles, Apparel & Luxury Goods" sector, as of February 7, 2024.

In the CDP4 Climate Change questionnaire 2023, the Group earned the highest score (A) in the ranking compiled globally by CDP, for its leadership in transparency and management of climate change issues.

Also in 2023, Moncler was rated with the highest AAA score (AA in 2022) by MSCI ESG Research5 , which provides sustainability ratings of international listed companies and some private companies by assessing them based on their exposure to sector-specific ESG (Environmental, Social and Governance) risks and their ability to manage these risks compared to companies in the same industry.

The Moncler Group also ranked second in the "Specialised Retail Europe" sector in Moody's ESG Solutions' ESG Overall Score, with a score of 65/100, achieving the "Advanced" level.

In January 2024 Sustainalytics6 confirmed to Moncler the Industry Top-Rated Badge as well as the Regional Top-Rated Badge for its sustainability performance.

Moncler's remuneration system translates sustainable development goals into concrete and measurable indicators through a direct linkage of the same with the short-term incentive system (MBO) and the medium-to-long-term incentive system (LTI).

In this regard, the annual incentive system (MBO) has a strong correlation with ESG topics, through the use of a KPI (Key Performance Indicator) that measures the achievement of the annual goals of the Strategic Sustainability Plan 2020-2025 (included in the Non-Financial Statement available on Moncler's website www. monclergroup.com, in the "Sustainability/Documents" Section); likewise, the medium-to-long-term incentive system (currently represented by Long Term Incentive (LTI) plans based on financial instruments traded on regulated markets such as stock grants) contains an ESG KPI correlated to specific sustainability objectives.

With regard to the ESG objectives of the short-term and medium-long-term variable component please refer to Sections 9.4.1 and 9.4.2 of Section I of the Report.

3 S&P Global is a leading global rating, benchmarking and analysis company, which conducts the assessment useful for admission into the Dow Jones Sustainability indices.

4 CDP is a nonprofit organization that maintains the leading international database in environmental reporting. Its ratings are highly considered by the financial community to guide investment decisions. To rate the more than 21 thousand companies that participate in the annual Climate Change questionnaire, CDP uses a detailed and independent methodology, assigning a score from A to D, based on the completeness of information, awareness, risk management, and best practices implemented, such as setting ambitious and meaningful targets.

5 MSCI ESG Research provides in-depth research, evaluation, and analysis on business practices related to environmental, social, and governance aspects to provide institutional investors with useful insights to identify risks and opportunities that traditional investment analysis methodologies may not highlight. The rating scale ranges from AAA (leading) to CCC (laggard).

6 Sustainalytics is a leading ESG and corporate governance research and rating firm that supports investors in developing and implementing responsible investment strategies.

SECTION I - REMUNERATION POLICY (2022-2024)

1. EXECUTIVE SUMMARY

As already highlighted in the past, the primary objective of the Remuneration Policy is to facilitate the pursuit of the Group's corporate strategy and sustainability objectives, ensuring the attraction and retention within the company of key personnel with important characteristics and skills for implementing medium-/long-term strategic guidelines.

Below is an overview of Moncler's Remuneration Policy for the three-year period 2022-2024.

REMUNERATION
COMPONENT
PURPOSE AND CONDITIONS CRITERIA AND PARAMETERS
Fixed remuneration Defined on the basis of inspiring principles and
adjusted to attract, motivate and retain
talented professionals
It may be subject to annual review, as part of
the remuneration review process
It is determined according to the role and
delegated powers of that role, taking into
account the pay levels adopted for equivalent
positions internally and on the market
Short-term
variable incentive
(MBO)
A
system
aimed
at
encouraging
the
achievement
of
specific
results,
through
mechanisms that reward this achievement and,
even more so, the overperformance of key
objectives
Eligibility is linked to the organisational group
to which the roles belong.
It is disbursed annually in monetary form
following verification by the Board of Directors
of Moncler of the achievement of the targets
1) PERFORMANCE TARGETS:
Chairman/CEO and Executive Directors:
55% Group EBIT
30% Group free cash flow
10% Group ESG
5% Group People Engagement
Managers with Strategic Responsibilities:
30% - 55% Group or Brand EBIT (Moncler/Stone
set Island), depending on role
10% Group free cash flow
20% - 40% financial targets of the function
15% - 25% strategic targets of the function
10% - 20% ESG
5% people engagement
Indicators and weights vary by role
2) PERFORMANCE PERIOD: annual, with targets
set in accordance with budget objectives
3) METHOD OF PAYMENT:
cash
Clawback clauses apply
Long-term variable
incentive (LTI)
Links incentives for Group managers and key
resources to the Company's actual results
Guides people towards achieving sustainable
and medium-/long-term results; aligns the
interests
of
beneficiaries
with
those
of
shareholders and investors in order to attract
and retain talented professionals
2024 Performance Shares Plan (subject to the
vote of the 2024 Shareholders' Meeting) and
2022 Performance Shares Plan based on Shares
1) PERFORMANCE TARGETS:
70% of the Group's net income
15% Group free cash flow
15% ESG
2) VESTING PERIOD: three years
3) INCENTIVE ACCRUAL:
Verification
of
performance
targets
on
a
cumulative basis during the vesting period
Clawback clauses apply

REMUNERATION
COMPONENT
PURPOSE AND CONDITIONS CRITERIA AND PARAMETERS
Benefits Included in the remuneration package and
designed to improve people' current and future
well-being
Include life insurance, pension schemes and
prevention programmes
Severance Regulates the indemnity to be paid in the event
of
early
termination
of
the
directorship
relationship or termination of the employment
relationship, in the absence of just cause for
dismissal
There are specific circumstances which determine
the right and criteria to define the amount. The
total
amount,
including
any
non-compete
agreements, does not exceed two years of fixed
and variable remuneration (the latter calculated
as the average of the last 3 MBOs paid)

2. PAY-MIX

The remuneration package of the Chairman and CEO, Executive Directors and MSRs is characterised as follows:

  • a) a significant portion is represented by the variable component and is linked to the achievement of results defined ex-ante;
  • b) the disbursement of a significant portion of the variable component is deferred in the medium-long term, as shown in the chart below;
  • c) the variable remuneration is largely paid in Shares, partially subject to lock-up constraints.

In particular, the variable component makes up more than 70% of the remuneration package and is paid for more than 2/3 in Shares. This approach, in application of the pay for performance principle, allows the Group's financial and ESG results to be directly linked to the payment of short and medium-long-term incentives, with respect to the continuous alignment of interests between management and shareholders.

PAY MIX*

(*) Managers with Strategic Responsibilities are represented in aggregate form

QUANTITATIVE REFERENCES
Fixed Chairman and CEO: 1,500,000
remuneration
(which does not
Executive Director and Chief Business Strategy & Global Market Officer: 1,198,000
include the fixed
annual fee for
Executive Director and Chief Corporate & Supply Officer: 940,000
directors
resolved on
by
the
Shareholders'
Meeting)
MSRs: related to the delegated powers and role held, for a total amount of Euro 1,726,000
Short-term
variable
incentive
(MBO)
It is calculated according to a performance curve. The first payout threshold is 50% of the
target value and, exclusively for financial KPIs, over-performance is paid up to a maximum
value of 150%. There is also a multiplier that applies to the entire MBO, which varies
according to the level of EBIT achieved by the Group, up to a maximum value of 150%.
There is no payout for performance levels below 50%, and the maximum value of the MBO
(cap) may not exceed 150% of the fixed component.
The following table shows the value of the MBO at threshold, target and maximum level
compared to the fixed component.
Role Min. MBO (50%) Target MBO
(100%)
Max. MBO (150%)
Chairman/CEO 33% 67% 143%
Chief Business
Strategy & Global
Market Officer
21% 42% 89%
Chief Corporate &
Supply Officer
24% 49% 105%
MSRs (aggregate
average)
22% 44% 91%
Long-term
variable
incentive (LTI)
level compared to the fixed component. The following table shows the value of the annualised LTI at threshold, target and maximum
Role Min. LTI (80%) Target LTI (100%) Max. LTI (120%)
Chairman/CEO 134% 168% 202%
Chief Business
Strategy & Global
Market Officer
107% 134% 160%
Chief Corporate &
Supply Officer
133% 167% 200%
MSRs (aggregate
average)
135% 169% 202%

3. RESULTS OF THE SHAREHOLDERS' MEETING VOTE AND DESCRIPTION OF THE CHANGES COMPARED TO 2023

The following charts show the results of the votes on the remuneration reports from 2020 to 2023.

It should be noted that the Shareholders' Meetings held on 11 June 2020 and 21 April 2022 approved the Remuneration Policy for the two-year period 2020-2021 and, then, the Remuneration Policy for the three-year period 2022-2024 (currently in force). Therefore, as no changes have been made, neither in 2021 nor in 2023, were the remuneration policies subject to a vote in the Shareholders' Meeting.

In 2023, therefore, only Section II of the remuneration report (relating to the financial year 2022) was subject to a vote by the Shareholders' Meeting, receiving significant consent from the Shareholders and stakeholders, also as a result of the usual engagement activities that Moncler carries out during the year.

Page 11 of 68 In fact, both before and after the shareholders' meeting vote, the Company engages in continuous dialogue with selected proxy advisors, investors and stakeholders in relation to the remuneration policies adopted through the Chairman of the Nomination and Remuneration Committee, the Lead Independent Director and the Secretary of the Board of Directors. In this regard, during the year, four meetings were held with institutional investors in preparation for

the Shareholders' Meeting held on 18 April 2023, which, as mentioned above, had a high percentage of support for Section II of the remuneration report. In addition, in December, as usual, the Secretary of the Board of Directors attended a meeting with one of the main proxy advisors, during which the latter shared its considerations, mainly on remuneration, in view of the 2024 Shareholders' Meeting season.

The information gathered, now as in the past, is taken into account when defining and gradually improving the Remuneration Policy as well as in the drafting of the Report itself. Moncler attributes significant importance to this review as well as to the constant integration, in its remuneration system, of national and international best market practices, taking into consideration any cue for potential development.

As mentioned in the Introduction, the Remuneration Policy was approved by the Shareholders' Meeting of 21 April 2022 with reference to the three-year period 2022-2024. Therefore, since no exceptions or changes have been made to the principles and related guidelines (except for the necessary updates and certain improved elements in the presentation which also take into account, as mentioned above, the insights that emerged during the engagement activities with proxy advisors and investors), this Remuneration Policy remains fully applicable to financial year 2024 and will not be subject to another binding vote of the Shareholders' Meeting.

Nevertheless, as mentioned above, the effort of the Company, of the Nomination and Remuneration Committee and of the Board of Directors has focused on improving the presentation of this Report, which represents the primary means of communication in regards to remuneration with stakeholders in general. The aim of the Report is therefore to provide a picture that is as complete, transparent and clear as possible of the application of the Remuneration Policy to the financial year and to share some updates and descriptions of improvements introduced. In this regard, compared to the previous remuneration report, the following should be noted:

  • a) an update of the remuneration benchmarking analysis, carried out by the consulting firm Willis Towers Watson, to verify the competitiveness of the pay package of the Group Chairman/CEO and top management;
  • b) a detailed representation of the elements making up the new 2024 Performance Shares Plan (which will submitted to the approval of the Shareholders on 24 April 2024), with particular regard to the objectives underlying the Plan (including those related to the ESG KPI).

In continuity with the previous year's report, the following should also be noted:

  • a) a higher level of disclosure with respect to agreements with Executive Directors and/or Managers with Strategic Responsibilities governing, ex-ante, the economic matters in the event of termination, including early termination, of the relationship at the initiative of the Company or the person concerned or in the event of non-renewal (indemnity /so-called parachute) and with respect to non-competition agreements;
  • b) increased information on elements of the Remuneration Policy for which, in exceptional circumstances, it is possible to make an exception and, without prejudice to the provisions of the RPT Regulation, any additional procedural conditions on the basis of which the exception may be applied;
  • c) in Section I, an increase in ex-ante disclosure on objectives linked to short and mediumlong-term variable components, with a detailed indication of the ESG KPI connected to the new 2024 Performance Shares Plan and the 2022 Performance Shares Plan currently in place;
  • d) in Section II, an increase in the ex-post disclosure on the level of achievement of the objectives linked to the short-term (MBO) and medium-/long-term variable component (second cycle of the 2020 Performance Shares Plan). In particular, financial target values are indicated accurately and in a fully transparent manner, and the results achieved are

represented in a detailed manner with respect to the ESG indicator (for the MBO and the second cycle of the 2020 Performance Shares Plan).

4. TERM, PURPOSE AND GENERAL PRINCIPLES OF THE REMUNERATION POLICY

4.1 TERM

The term of the Remuneration Policy is consistent with the term of office of the current Board of Directors, which was appointed by the Shareholders' Meeting of 21 April 2022 and, therefore, will be applicable until the approval of the financial statements as at 31 December 2024, when a new remuneration policy for the following period will be submitted for approval.

4.2 PURPOSE AND GENERAL PRINCIPLES

In line with the past, and in accordance with company values and the relevant legislation, the Remuneration Policy is inspired by the principles of fairness, transparency and the creation of value in the medium-long term and no pay for failure, so as to be effective not only in attracting, but also in retaining, the best resources.

In setting the Remuneration Policy, the Board has taken into account the following principles and criteria of the Corporate Governance Code:

  • i. balance between the fixed and variable components appropriate and consistent with the Company's strategic objectives and risk management policy, anticipating, however, that the variable component represents a significant part of the overall remuneration. In particular:
    • a) the fixed component is sufficient to remunerate the services of Executive Directors and Managers with Strategic Responsibilities if the variable component is not disbursed due to failure to achieve the performance targets set by the Board;
    • b) the short-term (annual) variable component is characterised by a challenging access threshold and is designed to significantly remunerate, within the maximum limits, results that exceed the targets; in the case of results between the threshold and target levels, the payout is significantly reduced. The medium-long term variable component is paid mainly through Shares, in accordance with a sustainable approach to the performance achieved and which provides for deferral and lock-up periods consistent with best practices;
  • ii. performance targets to which the payment of the variable, predetermined, measurable components are linked, and also significantly linked to a long-term horizon. They are consistent with the Company's strategic objectives and are aimed at promoting its sustainable success, including non-financial, yet measurable, parameters and promoting the alignment of the interests of management with the expectations of Shareholders;
  • iii. adequate deferral period from the time of accrual for the payment of a significant part of the medium- and long-term component;
  • iv. contractual clauses which enable the Company to seek the return, in whole or in part, of variable components of remuneration already paid that were awarded (or to withhold sums subject to deferral), on the basis of data later proved to be manifestly erroneous and/or other circumstance that may be identified by the Company (malus and claw-back);
  • v. clear and pre-established rules for the potential payment of any directorship severance indemnity which define the maximum limit of the total amount payable, linking it to a certain amount or a certain number of years of remuneration. This indemnity will not be paid if the termination is due to objectively inadequate results.

The elements that define the Remuneration Policy support the achievement of the Group's strategic guidelines through an appropriate balance of short and medium-long term financial and ESG performances.

5. GOVERNANCE OF THE REMUNERATION PROCESS

5.1 REMUNERATION POLICY DEFINITION AND APPROVAL PROCESS

The process which goes from preparation to approval of Moncler's Remuneration Policy involves several corporate bodies and functions in accordance with the governance model adopted by the Company and indicated below:

  • Nomination and Remuneration Committee;
  • Board of Directors;
  • Board of Statutory Auditors;
  • Shareholders' Meeting;
  • Internal functions of the Company (People & Organization, Finance, Corporate Affairs & Compliance and Sustainability); and
  • Independent consultants, if any.

The Remuneration Policy is discussed by the Nomination and Remuneration Committee and submitted by it to the Board of Directors for approval. In its definition, the Nomination and Remuneration Committee involves the People & Organization and Corporate Affairs & Compliance Functions (together with whom, among other things, the legislative framework and recommendations of the Corporate Governance Code regarding remuneration in force at the time are monitored and analysed) and, where necessary, independent experts on the subject. The Board of Directors, having examined, discussed and approved the Remuneration Policy, submits it to the Shareholders' Meeting for approval.

The corporate bodies and departments involved in finalising, approving and implementing the Remuneration Policy are described below.

5.2 NOMINATION AND REMUNERATION COMMITTEE

Composition

In line with the recommendations contained in the Corporate Governance Code, to which Moncler adheres, the Board has set up a Nomination and Remuneration Committee composed of Non-Executive Directors with a majority of independent Directors, defining their duties.

The composition, methods of holding the meetings and assignments of the Committee, described below, fully satisfy the recommendations of the CG Code.

The Committee in office at the date of this Report was appointed by the Board on 21 April 2022 and will remain in office until the approval of the 2024 financial statements, with the following composition:

Diva Moriani Independent Non-Executive Director –
Chairman
Marco De Benedetti Non-Executive Director
Alessandra Gritti Non-Executive and Independent Director

The majority of the Committee members fulfil the independence requirements. Upon appointment, the Board assessed that the Chairman, like all the members of the Committee, had adequate knowledge and experience in financial matters and remuneration policies.

Assignments

The Committee carries out proposal and advisory functions towards the Board of Directors. In particular:

  • a) it formulates proposals, arranges in-depth analyses and investigations concerning the determination of the fixed and variable economic treatment of Executive and Non-Executive Directors and Managers with Strategic Responsibilities;
  • b) it carries out investigations related to the setting of performance objectives related to the variable component of such remuneration and verifies the actual achievement of those objectives;
  • c) it monitors the implementation of decisions taken by the Board;
  • d) it examines the report on remuneration policy and fees paid pursuant to Art. 123ter of the Consolidated Law on Finance and makes proposals to the Board on the matter;
  • e) it periodically evaluates the adequacy, overall consistency and practical application of the Remuneration Policy adopted, making proposals to the Board on the matter;
  • f) it formulates opinions on appointments and, through the guidance opinion for Shareholders at the end of its term of office, makes recommendations to the Board of Directors on its size and composition and on the need to expand to specific aspects; it also expresses its views on proposals concerning non-competition agreements, cases of coopting, business continuity plans and any succession plans;
  • g) it supervises and coordinates the self-assessment process on the functioning, size and composition of the Board of Directors and internal Board Committees (Board Review).

Functioning

The Nomination and Remuneration Committee meets when called by its Chairman, whenever the Chairman deems it appropriate or when the Chairman or its members deem it appropriate or when the Chairman of the Board of Directors, the other Executive Directors or the Chairman of the Board of Statutory Auditors request it and, in any case, at least every six months. The notice of call is also sent to the Board of Statutory Auditors in order to allow them to attend the meetings (it being understood that, according to the Committee's regulations, at least the Chairman of the Board of Statutory Auditors or another Auditor appointed by him) always attends the meetings.

Meetings of the Nomination and Remuneration Committee are always attended by the Head of the Corporate Affairs & Compliance Function in his capacity as Secretary of the Committee. The Chairman of the Committee has the right to invite to the meetings the heads of the People & Organization and Sustainability Functions, the Manager assigned to drawing up the corporate accounting documents and other members of the Board of Directors as well as other heads of Functions of the Company necessary from time to time with reference to individual agenda items, always checking that there is no risk of conflict of interest.

In the performance of its activities, the Committee has the possibility to access information and corporate Functions necessary from time to time for the performance of its tasks and may use expert consultants in compliance with the Budget approved by the Board of Directors.

Activities carried out in 2023

During the Financial Year, 7 Committee meetings were held, with an average duration of around two hours and total attendance of 95% of its members. The meetings were also attended by at least one member of the Board of Statutory Auditors.

Outside of the Committee's ordinary activities, in addition, during the first half of the financial year, in the lead-up to the Shareholders' Meeting held on 18 April 2023, the Chairman of the Committee, together with the Lead Independent Director (and Committee member,

Alessandra Gritti) actively took part in four meetings with investors to describe the Remuneration Policy and its developments.

Below are the details of the activities carried out by the Committee during the year, broken down by quarter.

JANUARY -
MARCH 2023
a) preliminary examination of (i) the mandate of the independent consultant
Spencer Stuart, who, in continuity with the previous year, assisted the
Company in conducting the Board Review; and (ii) the questionnaire used
during the Board Review. In addition to each Director completing the
questionnaire, the Board Review also included an individual interview
carried out
by the consultant in order to discuss the most important
aspects
that
emerged
from
completion
of
the
questionnaire.
Subsequently, examination of the results of the Board Review;
b) preliminary discussion on
the report on remuneration
for 2022, for the
subsequent approval by the Board, also taking into account the voting
results of the Shareholders' Meeting held on 21 April 2022. This analysis
was also supported by the documentation prepared by the consulting firm
Morrow Sodali, which also reported on certain recommendations and
observations made by investors and proxy advisors;
c) verification of the achievement of the performance objectives of the
short-term variable component (MBO) for 2022 (in which the Committee
also verified the achievement of the objectives related to MONVoice,
i.e.
the survey of Group employees on the degree of satisfaction of the
employees) and the medium-long
term objective (LTI) represented by the
2020 Performance Shares Plan (first cycle of allocation);
d) verification
of
the
adequacy,
overall
consistency
and
concrete
application of the Remuneration Policy;
e) formulation of opinions and proposals regarding the definition of MBO
performance objectives for the Financial Year;
f) examination of the remuneration package of the new Group Chief
Financial Officer as well as changes to the organizational structure
following his arrival;
g) examination of the Committee's periodic report on the activities carried
out in the second half of 2022, for the purposes of subsequent approval
by the Board;
APRIL -
JUNE
2023
a) preliminary examination of the proposal to allocate the Shares within the
second cycle of the 2022 Performance Shares
Plan
(2023-2025);
b) examination and issuance
of an opinion on the proposals to amend the
remuneration package of a Strategic Manager; preliminary examination
of the proposed amendment concerning the organizational structure
relating to a person reporting directly to the Chairman/CEO and the

c) review of the results of the votes of the Shareholders' Meeting of 18 April 2023 on Section II of the report on remuneration relating to 2022. This examination also described the engagement activities conducted by the Company with the help of the Chairman of the Committee and the Lead Independent Director in view of the mentioned Shareholders' Meeting;

consequent proposal to amend the remuneration package;

JULY

SEPTEMBER
a) examination of the Committee's periodic report on the activities carried
out during the first half of the year for the purposes of subsequent
approval by the Board;
2023 b) subsequent examination and issuance of an opinion on the proposed
amendment to the organizational structure relating to a person reporting
directly the Chairman/CEO and the consequent proposal to amend the
remuneration package;
OCTOBER –
DECEMBER
2023
a) examination, as part of the regular monitoring of the Remuneration
Policy, of the analysis conducted by the independent consultant Willis
Towers Watson in the light of Moncler's short-term (MBO) and medium
long
term (LTI) remuneration system and market practices (identified with
reference to two separate panels);
b) examination of the analysis conducted by Morrow Sodali in relation to
the
main
recommendations
made
by
the
proxy
advisors
at
the
Shareholders' Meetings of companies listed on the FTSE MIB segment held
during the Financial Year;
c) preliminary discussions with respect to
the periodic assessment of the
maintenance
of independence requirements by members of the Board;
d) issuance
of an opinion on the Company's proposal for the appointment of
a Manager with Strategic Responsibilities;
e) preliminary examination of the structure of the short-term variable
component and therefore the MBO objectives for 2024;
f) preliminary discussions on
the structure and main characteristics of the
new incentive plan to be submitted to the Shareholders' Meeting of 24
April 2024 (2024 Performance Shares Plan).

Activities undertaken and planned for 2024

As of the date of approval of the Report, 3 Committee meetings have already been held, mainly concerning: (i) the examination and approval of this Remuneration Report; (ii) discussions regarding the new 2024 Performance Shares Plan to be submitted to the Shareholders' Meeting, also with the help of external consultants, so as to verify the relevant best practices and impacts on the market, and subsequent approval to be submitted to the Board; (iii) the remuneration benchmarking analysis in relation to the Chairman/CEO and the Management; (iv) the examination on the achievement of the performance objectives of (a) the short-term component (MBO) which therefore also covered the People Engagement objective related to the results of the MONVoice company survey; and (b) the medium-long term component represented by the 2020 Performance Shares Plan (second cycle) including the examination as to how ESG objectives are accounted for; (v) the examination of the salary review of a Manager with Strategic Responsibilities; (vi) the setting of MBO performance targets for 2024; (vii) preliminary evaluation of the documentation concerning the Board Review process for the Financial Year and the relevant results; (viii) an update by the Secretary of the Board of Directors on the results of the call with a Proxy Advisor ahead of the 2024 Shareholders' Meeting season; (ix) review and approval of the periodic report of the Committee concerning the activities carried out in the second half of the Financial Year.

Page 17 of 68 In line with the past, additionally, in 2024, the Chairman of the Committee, together with the Lead Independent Director, will continue to engage in dialogue with institutional investors, proxy advisors and stakeholders for a better understanding of the contents of this Report in

preparation for the Shareholders' Meeting, scheduled for 24 April 2024, which will be called upon to express an opinion, with an advisory vote, on Section II of the Report concerning a description of the implementation of remuneration policies during the Financial Year.

5.3 BOARD OF DIRECTORS

With regard to remuneration, the Board of Directors:

  • a) passes resolutions, after hearing the opinion of the Board of Statutory Auditors, on the remuneration of Executive Directors and, if the Shareholders' Meeting has not already done so, on the distribution of the total remuneration due to members of the Board and Board Committees;
  • b) passes resolutions, having heard the opinion of the Nomination and Remuneration Committee, on the setting of performance targets, including ESG goals (for which it receives the opinion of the Control, Risk and Sustainability Committee), related to the variable component of the remuneration of the Chairman and CEO, Executive Directors and Managers with Strategic Responsibilities;
  • c) passes resolutions, upon the proposal of the Nomination and Remuneration Committee, in favour of the Remuneration Policy for the Directors, Statutory Auditors, Managers with Strategic Responsibilities of the Company and the executive Directors of the businessrelevant Subsidiaries;
  • d) defines the remuneration of the Head of Internal Audit Department in accordance with the Company's remuneration policies, subject to the favourable opinion of the Control and Risk Committee;
  • e) defines and implements the compensation plans based on financial instruments approved by the Shareholders' Meeting;
  • f) approves the Remuneration Policy, upon the proposal of the Nomination and Remuneration Committee, to be submitted to the Shareholders' Meeting;
  • g) assesses the contents of the vote on the remuneration report expressed by the Shareholders' Meeting and the proposals of the Nomination and Remuneration Committee regarding the adequacy, overall consistency and implementation of the Remuneration Policy adopted.

5.4 BOARD OF STATUTORY AUDITORS

With regard to remuneration, the Board of Statutory Auditors, which regularly attends Committee meetings (at least through the Chairman), expresses the opinions required by current rules and regulations with reference, in particular, to the remuneration of Executive Directors pursuant to Art. 2389, of the Italian Civil Code, also verifying that it is consistent with the Remuneration Policy adopted by Moncler.

5.5 CONTROL, RISKS AND SUSTAINABILITY COMMITTEE

The Control, Risks and Sustainability Committee formulates proposals regarding the remuneration package of the Head of the Internal Audit Department to be submitted to the Board of Directors for approval.

5.6 INTERNAL FUNCTIONS

The internal Functions that are involved and collaborate in various ways in discussions relating to the definition and subsequent verification of the correct implementation of the Remuneration Policy are:

  • a) the PEOPLE & ORGANIZATION FUNCTION, which provides technical support for defining the Remuneration Policy and its subsequent implementation and management. In particular, the People & Organization Function is the guarantor of the remuneration systems, the analysis of remuneration levels, performance management processes and any succession planning;
  • b) the FINANCE FUNCTION, which provides assistance in all stages of the process of defining the Remuneration Policy (from the determination of financial KPIs to checks on the achievement of the objectives underlying short- and medium-long term variable components (e.g. MBO and LTI);
  • c) the CORPORATE AFFAIRS & COMPLIANCE FUNCTION, which provides support for the purpose of verifying the consistency of the Remuneration Policy with respect to applicable rules and regulations on remuneration, including the Corporate Governance Code, also taking into account national and international best practices; and
  • d) the SUSTAINABILITY FUNCTION, which provides technical support for defining ESG objectives and their reporting.

5.7 INDEPENDENT EXPERTS AND MARKET ANALYSIS

Moncler's Remuneration Policy provides for continuous monitoring of the national and international regulatory framework, of the best practices in terms of remuneration and general market trends, in terms of pay mix, remuneration levels and systems, in order to ensure the competitiveness of the remuneration offer and ensure the Group's ability to attract, retain and motivate key personnel. For this reason, Moncler defines its Remuneration Policy and verifies its remuneration structure on the basis of analysis carried out by independent consultants on market benchmarks referred to companies in the sector which are considered comparable in terms of size and business affinity (peer group), and on the basis of the best Italian and international market practice.

As part of its advisory and consulting role, for the Financial Year, the Committee continued to make use of independent experts in order to obtain a market analysis of remuneration practices and levels in order to monitor the adequacy of the remuneration of Top Management. In particular, the Committee asked Willis Towers Watson for an update on the remuneration benchmarking activity that is generally carried out every two years in order to verify the competitiveness of the remuneration package of the Chairman/CEO and the Group's Top Management compared to the reference panel. In this regard, please refer to Paragraph 9.2 of the Report below.

6. EXCEPTIONS

Moncler looks unfavourably on making exceptions to the elements that make up the Remuneration Policy.

However, the Company reserves the right to make exceptions only in exceptional circumstances in order to pursue the long-term interests and financial sustainability of the Company as a whole, i.e. to ensure its ability to compete on the talent market in terms of attraction/retention. Circumstances that could give rise to an exception include, but are not limited to:

  • a) the need to promote the recruitment and retention of personnel with specific skills and professional characteristics considered essential for achieving the Group's objectives;
  • b) the need to motivate these individuals in particular contingent circumstances or in the event of extraordinary events that significantly affect the results of the Company and/or the Group;

c) the need to align with substantial changes in the Group's organisation, whether of an objective nature (such as extraordinary transactions, mergers, trasnfers, including of a business/business units) or of a subjective nature (such as changes in the top management's structure) or significant changes in socio-economic scenarios or in any event the occurrence of extraordinary and unforeseeable events concerning the Group or the sectors and/or markets in which it operates, which significantly affect the Group's results.

The Nomination and Remuneration Committee, supported by the People & Organization and Corporate Affairs & Compliance Functions, is the body responsible for verifying the presence of such exceptional situations and formulating any proposals for temporary exceptions to the Remuneration Policy to the Board of Directors. The process also requires the intervention of the Committee for Related Party Transactions, in response to changes concerning the remuneration of Directors, Statutory Auditors and Managers with Strategic Responsibilities, in accordance with the procedure for related party transactions adopted by Moncler (and last updated in 2021, to take into account the changes introduced by CONSOB with resolution no. 21624 of 10 December 2020). All interested parties refrain from participating in board discussions and resolutions relating to their own remuneration.

The elements of the Moncler Remuneration Policy which, in exceptional circumstances, are subject to an exception, without prejudice to the provisions of the RPT Regulation may concern, inter alia:

  • a) the award of an annual bonus (in lieu of or in addition to, the one already provided for in the Remuneration Policy) related to performance objectives and quantitative parameters other than those provided for in the Remuneration Policy, as well as
  • b) the adoption of an incentive scheme other than the one based on the assignment of Shares.

Any exceptions that may concern one or more of the elements of the Remuneration Policy described in this Report will be highlighted in the subsequent Remuneration Report, together with the reasons that led the Company to provide for such an exception.

7. REMUNERATION OF NON-EXECUTIVE DIRECTORS

In accordance with the provisions of the law and the By-Laws, the remuneration of Directors for their respective roles is determined by the Shareholders' Meeting. Directors are also entitled to be reimbursed for any expenses incurred in the performance of their duties.

The remuneration of Non-Executive Directors is determined solely on a fixed basis and is appropriate for the competence, professionalism and commitment required by the duties assigned to them on the Board and internal Board Committees. For Non-Executive Directors, there are therefore no short or medium-long term variable incentive components or benefits. A Directors & Officers Liability (so-called D&O) policy is provided to cover civil liability. There is no distinction in remuneration for Non-Executive Directors who also qualify as Independent.

The remuneration of Non-Executive Directors was determined by the Shareholders' Meeting of 21 April 2022 at the time of the appointment of the new Board for the three-year period 2022-2024. The Shareholders' Meeting approved the proposal submitted by Double R S.r.l. to grant each Non-Executive Director a fixed annual amount of Euro 100,000 as well as an additional fixed annual amount of Euro 30,000 for participation in individual internal Board committees. These fees were also examined by the Nomination and Remuneration Committee and by the Board of Directors at the first available meeting following the Shareholders' Meeting indicated above.

8. REMUNERATION OF THE MEMBERS OF THE BOARD OF STATUTORY AUDITORS

The remuneration of the Board of Statutory Auditors is commensurate with the technical expertise, experience and commitment required by the role held as well as the size and sectorspecific characteristics of the Company.

For all members of the Board of Statutory Auditors, remuneration consists exclusively of a fixed amount and is in no way linked to the operating results achieved by the Company. In the same manner as for Directors, there is also a Directors & Officers (so-called D&O) liability policy for Statutory Auditors.

In preparation for the Shareholders' Meeting convened on 18 April 2023, called on to pass resolutions on the renewal of the Board of Statutory Auditors and its remuneration, the outgoing Board of Statutory Auditors, in accordance with the provisions of the "Rules of Conduct of the Board of Statutory Auditors of Listed Companies of the CNDCEC (Accountants and Auditors' Association) of 26 April 2018", submitted to the Company a document summarising the activities carried out during its term of office so as to facilitate the Shareholders in assessing, inter alia, the adequacy of the remuneration paid. As indicated in the document available in the "Governance/Shareholders' Meeting" section of the Issuer's website at www.monclergroup.com, the outgoing Board of Statutory Auditors emphasised the opportunity of carrying out a new assessment on the adequacy of the remuneration of its members.

The remuneration of the Board of Statutory Auditors in office at the date of the Report was therefore resolved upon by the Shareholders' Meeting of 18 April 2023 when the Board of Statutory Auditors was renewed. The Shareholders approved the proposal submitted by the Shareholder Double R S.r.l. (which took into account, inter alia, the remarks of the Board of Statutory Auditors itself) and therefore resolved to grant Euro 80,000 gross per year for the Chairman of the Board of Statutory Auditors and Euro 60,000 gross per year for each Standing Auditor.

9. REMUNERATION OF THE CHAIRMAN/CEO, EXECUTIVE DIRECTORS AND MANAGERS WITH STRATEGIC RESPONSIBILITIES

9.1 SALARY PACKAGE

Moncler Group has a clear and simple remuneration system, which uses transparent performance criteria directly linked to short-term and long-term objectives, that are able to align beneficiaries' interests with stakeholders' interests.

FIXED COMPONENT Emolument for the position/role in question.
It is defined in a manner consistent with the specific powers
offices
and the role and strategic responsibilities assigned.
and
VARIABLE COMPONENT SHORT-TERM (MBO) MEDIUM-LONG-TERM (LTI)
When
targets
are
met,
the
incentive generally amounts to
30%-70%
of
the
fixed
component.
When
targets
are
met,
the
incentive
amounts
to
an
annualised 120%-180% of the
fixed component.
The maximum incentive that can
be achieved, if the targets are
exceeded, may not in any case
The
payout level
may range
from a minimum of 80% and up

target incentive

to a maximum of 120% of the

.

component.

BENEFITS The scheme provides for the allocation of non-monetary benefits defined in line with market practice and in a manner consistent with the office and role in question. Non-monetary benefits include life and accident policies, supplementary health cover and the use of a car.

It is noted that, with regard to Carlo Rivetti, Chairman of Stone Island and, as of 22 April 2021, Non-Executive Director of Moncler and Manager with Strategic Responsibilities of the Group, the remuneration attributable to him consists solely of the fixed part, the amount of which, defined in the context of the Stone Island Transaction, is in line with the purposes and criteria provided for by the Remuneration Policy.

exceed 150% of the fixed

9.2 SALARY BENCHMARKING

As specified in the previous paragraphs, Moncler's Remuneration Policy is also defined through continuous monitoring of the market practices adopted by the relevant peer groups in terms of levels, remuneration systems and pay mix, with the aim of ensuring the competitiveness of the remuneration offer and enabling the Group to attract, retain and motivate key professionals. For the Financial Year, the reference panel used for the remuneration package of the Chairman and CEO was defined with the support of the consulting firm Willis Towers Watson, according to a methodology that considers both quantitative and business criteria. The market analysis was carried out on the basis of market data also provided by Willis Towers Watson.

This method envisages the application of the following criteria:

  • a) size: companies comparable to Moncler in terms of revenues, capitalisation and number of employees were included;
  • b) sector and country: the panel includes European listed companies, with the presence of Italian companies, including those of different sectors, to ensure the correct geographical balance of the sample;
  • c) international nature and business model: companies with a global presence are included.

The panel used consists of the following companies: Burberry Group, Davide Campari, Ferrari, Hermes, Hugo Boss, Pandora, Prada, Puma, Salvatore Ferragamo, The Swatch Group and Tod's.

The proposed panel guarantees:

  • a) the comparability in terms of size of the peer group with respect to Moncler: in terms of size, Moncler is positioned in the 45th percentile of the reference panel;
  • b) that the Fashion & Luxury sector is represented through the inclusion of companies comparable to Moncler in terms of size;
  • c) a balanced geographical representation, with the inclusion of comparable Italian companies.

The overall remuneration of Moncler's Chairman and CEO is broadly in line with the median values of the reference peer group, consistent with the principles of the corporate remuneration policy, as shown in the chart below.

The competitiveness of the remuneration packages of the Top Management was also assessed with reference to a panel composed exclusively of companies in the luxury sector; in this case, in order to take into account the differences in size with some of the companies considered, the comparison was made on the basis of the organisational weight of the roles, calculated by applying the methodology for assessing the positions in use in the Moncler Group.

In order to compare roles within the organisation with market benchmarks, a position weighting analysis was conducted with the support of the consulting firm Willis Towers Watson, by means of the company's proprietary methodology. Under this approach, the Group's Executive positions were assessed on the basis of the extent of management responsibility (accountability), know-how and the management and problem-solving skills required for the performance of their respective roles. The Group's positions thus assessed were then compared with the relevant market benchmark, consisting of positions of the same grading.

The companies included in the panel are as follows: Alexander McQueen, Balenciaga, Bottega Veneta, Boucheron, Burberry Group, Chanel, Christian Dior, Ermenegildo Zegna, EssilorLuxottica, Fendi, Ferrari, Gucci, Hermes, Hugo Boss, Kenzo, Kering, L'Oreal, Lacoste, Loro Piana, Louis Vuitton, LVMH, Mark Jacobs, Nike, Pandora, Puma, Ralph Lauren, Richemont, Saint Laurent, Salvatore Ferragamo, SMCP, Tod's, Valentino, Versace and YOOX.

Among the main findings of the analysis in question, the impact of the medium-/long-term component on the positioning of the Group's Top Management with respect to the benchmark analysed is confirmed as significant, confirming Moncler's remuneration strategy, according to which, in the balance between the fixed and variable components, the latter represents a significant part of the overall remuneration. This approach is also consistent with the aim of retaining key resources for achieving the Group's medium-long term objectives, consistently supporting the creation of value and the alignment of interests with all stakeholders.

9.3 FIXED REMUNERATION

Fixed remuneration is determined on the basis of the role and responsibilities assigned, considering the average remuneration levels found in the market for roles with a similar level of responsibility and managerial complexity.

9.4 VARIABLE REMUNERATION

Variable remuneration consists of a short-term component (cash) and a medium-/long-term component (generally shares) with a view to sustainability of results and the creation of value for shareholders in the medium-long term. The performance targets allocated for the shortterm component are assessed in order to evaluate an individual's actual contribution to achieving these targets for each financial year.

Performance targets are predetermined and measurable, and their achievement is verified at least once a year by the Board of Directors (at the same time as the approval of the draft financial statements), following an examination by the Nomination and Remuneration Committee.

9.4.1 SHORT-TERM VARIABLE COMPONENT

Function and structure of the MBO

The short-term variable component (MBO) is intended as a short-term incentive for the beneficiaries of the Remuneration Policy and the Group's management, focusing on the key annual objectives for the development of the business, whether economic-financial or linked to projects, activities and processes useful for long-term value creation for the benefit of the Shareholders. The MBO system aims to create a results-oriented culture within the organisation, aligning the objectives assigned to individual persons with the Group's general and strategic objectives.

The MBO system is intended to significantly remunerate results in excess of predefined targets and, in application of the principle of pay for performance, provides for:

  • a) a challenging access threshold equal to 98% of the set target;
  • b) a payout, in the event of performance achieved within the threshold-target values (98%- 100%), significantly reduced by 50%.

This system has two components:

  • a) a collective component, to incentivise performances that lean on the overall component for the Group;
  • b) an individual component, to recognise the individual contribution to the achievement of strategic function objectives.

The weight of the MBO target component may vary from 30% to a maximum of 70% of the fixed remuneration, while at the maximum level of the payout, the weight of the incentive may vary from 70% to 140% of the fixed remuneration.

The MBO also sets a maximum cap for beneficiaries of the Remuneration Policy, equal to 150% of the fixed component of the remuneration package, beyond which no incentive may be paid, even if performance exceeds the maximum range defined by the system.

Payment of the MBO is always subject to verification of the achievement of the objectives defined at the beginning of the financial year in question. Exclusively during the first year of employment, in order to increase the potential for attraction and, therefore, to encourage the employment of professionals in possession of specific skills considered necessary to achieve the Group's objectives, or to offset any loss of benefits that such professionals may have acquired during their previous professional employment, a bonus may be awarded that is wholly or partly guaranteed, or wholly or partly linked to qualitative objectives of significant strategic and operational importance (the amount of which does not in any event exceed 50% of the fixed component).

Performance objectives

In line with previous Policies, the objectives are focused on the Group's economic and financial performance as well as on sustainability matters and on the engagement of the employees. The KPIs that make up the MBO scorecard for the Chairman and CEO, Executive Directors and Strategic Managers are shown below.

GOAL & WEIGHT DESCRIPTION

EBIT (*) 30% - 55% Earnings Before Interest and Taxes (Operating Result). Indicator of operating profit before financial charges and taxes.

FREE CASH FLOW (*) 20% - 30%

Cash flow as reported in the reclassified consolidated statement indicated in the management report, "performance update" section, included in the consolidated financial statements of the Moncler Group pre-IFRS 16 and net of changes in other assets/liabilities

ESG 10%

ESG 10% This KPI refers to the achievement of the annual objectives of the 2020-2025 Strategic Sustainability Plan, classified according to five drivers: climate change and biodiversity, circular economy, responsible sourcing, valuing diversity and supporting local communities.

PEOPLE
ENGAGEMENT
5%

The people engagement objective measures the level of people's involvement with their work and the company through a business satisfaction survey called MONVoice.

These are individual objectives focused on economic/financial and operational performance, internal efficiency, on issues related to the model of managerial skills assigned in relation to the scope of responsibility for the role in question. These objectives are diversified in light of their respective functions and include, inter alia, sales and profitability objectives as well as project objectives related to the achievement of milestones relevant to the specific function.

(*) For the details of the KPI measurement criteria, please see Section 2 with specific reference to the plans final for the Financial Year.

Financial /economic objectives have a weight range of 85% - 65%, quality/design objectives of 15% - 35%.

Performance objectives: focus on ESG KPI

As mentioned above, this KPI concerns the achievement of the objectives set out in the 2020- 2025 Strategic Sustainability Plan, with reference to the year in question, relating to the five pillars of the sustainability strategy set out in the Non-Financial Statement (published annually on the website www.monclergroup.com, Sustainability/Documents section), to which reference is made for further details:

  • a) Act on Climate & Nature: reduce CO2 emissions; safeguard biodiversity;
  • b) Think Circular & Bold: use so-called preferred materials in both collections and packaging; extend product ability to last over time;
  • c) Be Fair: strengthen traceability systems of raw materials; promote a safe and fair workplace;
  • d) Nurture Uniqueness: promote an inclusive culture through training, procedures, policies and ways of working in support of diversity, equity and inclusion;
  • e) Give Back: protect people from the cold; create shared value.

The progress of the objectives is constantly monitored through a project management IT tool that makes it possible to carry out periodic checks during the year on the progress achieved of each objectives for final reporting purposes. For a detailed description of the specific objectives achieved during the accrual year for each of the five pillars and for the relevant reporting, please see Paragraph 7 of Section II of the Report.

Performance objectives: focus on the People Engagement KPI

The objective of this KPI is to measure the level of people's engagement in their work and towards the company. It is measured through an employee opinion survey called MONVoice, which is addressed annually to all Group employees, worldwide.

The survey, now in its eighth edition, aims to gather the opinions, feedback and suggestions of everyone in the Group, on a number of areas relevant to the organisation. The measured aspects include various areas, from leadership to respect and recognition, diversity, equity and inclusion, internal development and training, remuneration, internal structure and processes. The use of this tool aims to empower the company, and in particular leaders, in the definition and implementation of improvement plans in the areas highlighted by the analysis. The survey results are collected in aggregate form through the use of a platform external to the Company and are then compared with specific international benchmarks.

The results achieved by the Group are assessed against two panels of reference companies: a general industry panel, representative of more than 600 companies and six million employees, and a narrower high-performing panel, composed of more than 50 companies and 700,000 employees. The latter are classified as "high-performing" by the consulting firm by virtue of particular financial results and a particularly positive level of internal people engagement. The survey is carried out with the support of a specialised third-party company involved in all stages, including the final reporting, ensuring compliance with the methodology illustrated here and the confidentiality of individual responses, allowing access only to aggregated results for teams of at least five people.

Performance conditions

In order to encourage the achievement of distinctive objectives and further incentivise contributions to corporate results, the MBO system provides for a scaled performance curve (with a challenging threshold level of 98%) and a multiplier (linked to the Group EBIT performance) that incentivise and reward the achievement of the best results in the Group's interest, thus attracting and retaining the beneficiaries of the Remuneration Policy and making the most of their responsibilities and skills.

The two mechanisms (performance curve and multiplier) are applied as follows:

1) Performance curve: this applies exclusively to economic-financial indicators (i.e. EBIT and Free Cash Flow) and is activated once the 98% minimum/threshold level has been reached. Depending on the weight attributed to each indicator, the incentive is paid in an amount equal to: (i) 50% on reaching the threshold/minimum level; (ii) 100% at the target level; (iii) between 107% and up to a maximum of 150% when the target level is exceeded. The performance curve is scalar and is based on predetermined levels of performance (i.e., a minimum level of performance of 98% and a maximum level of 107%) for economic and financial indicators, as illustrated in greater detail below.

The mechanism of the performance curve operates as follows:

FROM TO %
PAYOUT
< 98% 0%
98% 98.99% 50%
99% 99.99% 75%
100% 100.99% 100%
101% (*) 101.99% 107%
102% 102.99% 114%
103% 103.99% 121%
104% 104.99% 129%
105% 105.99% 136%
106% 106.99% 143%
≥107% 150%
(maximu
m level)
(*) MULTIPLIER ACTIVATION
LEVEL

2) Multiplier: this is a factor, linked to the performance of the Group's EBIT, that multiplies the payout of the individual objectives calculated by applying the respective performance curve. The multiplier is activated from the 101% of achievement of the Group's target EBIT: in the event of performance between the threshold level (98%) and the target level (100%), the multiplier does not apply, in light of the materiality of the payout access threshold. At the same time, taking into account the challenging access threshold (98%) of the performance curve, to which a 50% payout reduction corresponds, there is no demultiplier mechanism; therefore, the incentive is not reduced if the EBIT performance level is below the target level.

The total value of the MBO determined as above is subject to a cap as the paid out MBO may not exceed 150% of the fixed remuneration.

With regard to non-financial indicators, the assessment of the level of achievement of the relative objectives follows the incentive scale shown in the chart below and operates from the achievement of the minimum/threshold level of 50%. When this threshold level is achieved, the incentive, for the part related to each objective (and therefore according to the weight assigned), is paid at 50%. When, instead, the target level is achieved, the incentive is paid at 100%. It should be noted that there is no payout level above 100% in the event that the objective is achieved at a level higher than the target level.

FROM TO %
PAYOUT
< 50% 0%
50% 59.99% 50%
60% 69.99% 60%
70% 79.99% 70%
80% 89.99% 80%
90% 99.99% 90%
100% 100.00
%
100%
≥100% 100%
(maximum
level)

The incentive calculation mechanism is represented in the chart below, which is structured on the scheme applied to the Chairman and CEO and to the Executive Directors7 : the final payout "(y)" is obtained from the final reporting of the single objectives, whose payout "(x)" is multiplied by the multiplier itself.

Role KPls Achievement Payout
CEO and
Executive
Directors
ર રેજેશ Group EBIT 98%
100%
50%
100%
30% Free cash flow 107% 150%
10% ESG 50% 50%
5% People engagement 100% 100%
Achieved payout (x)
+
Multiplier effect 101%
107%
107%
150%
Final payout (y)

7 The same calculation mechanics is also applied for MSRs, observing the relevant objectives assigned annually to each of them.

The short-term variable component represents on average 50% of the fixed annual remuneration of the recipients of the Remuneration Policy and, by virtue of the payout mechanism described above, can be up to twice the target incentive at the maximum level.

9.4.2 MEDIUM-LONG-TERM VARIABLE COMPONENT (2024 and 2022 PERFORMANCE SHARES PLANS)

In accordance with the Remuneration Policy, medium-long term variable incentive schemes are also linked to the achievement of specific objectives. These incentive schemes, represented by share-based incentive plans with a 3-year vesting period, provide for the free assignment of Shares every two years. The frequency of assignment every two years represents one of the elements characterizing this system and further strengthens the retention lever of the remuneration system, also considering that the medium-long term component represents a significant part of the overall remuneration of the recipients of the Policy.

The medium-long term incentive system provided for in the Remuneration Policy is represented by (i) the share incentive plan entitled the "2024 Performance Shares Plan" (the 2024 Plan), which will be submitted for approval to the Shareholders' Meeting called for 24 April 2024; and (ii) the share incentive plan known as the "2022 Performance Shares Plan" (the 2022 Plan), approved by the Shareholders' Meeting on 21 April 2022.

2024 PLAN

The essential characteristics of the 2024 Plan which shall be submitted to the Shareholders' Meeting on 24 April 2024 are indicated in the relevant information document (available on the Company's website www.monclergroup.com, in the "Governance/Shareholders' Meetings" section) and are set out below.

Beneficiaries and purpose

In line with the past, the 2024 Plan is also reserved to the Chairman and CEO, Executive Directors, Managers with Strategic Responsibilities, employees and collaborators, including external consultants, of Moncler and its Subsidiaries who hold strategically relevant roles or are in any way able to make a significant contribution, identified by the Board of Directors, having heard the Nomination and Remuneration Committee.

The 2024 Plan pursues the following objectives:

  • a) to link the incentive system for managers and key personnel of the Group to the actual performance of the Company and the creation of new value;
  • b) to further develop retention policies aimed at retaining key corporate figures and encouraging them to remain within Moncler Group;
  • c) to further develop attraction policies for talented managerial and professional figures, in order to develop and strengthen Moncler's key and distinctive skills.

Characteristics

The 2024 Plan is based on the free assignment of Shares (deriving from the buyback programmes implemented in the previous years). Specifically, the 2024 Plan provides for the granting of "Moncler Rights", which entitle holders, if the performance objectives are met, to the assignment of a Share free of charge for each "Moncler Right". The 2024 Plan, for the first time compared to previous plans, consists of a single attribution cycle of Shares (within the limits of the maximum number approved by the Shareholders' Meeting) in order to guarantee alignment among the beneficiaries of the 2024 Plan of the relevant implementation terms (and therefore also of the vesting period which, for all beneficiaries, refers to the three-year period 2024-2026).

Performance objectives

The 2024 Plan provides for the following KPIs:

KPIs DESCRIPTION
NET INCOME The net income as reported in the consolidated income statement indicated in
the Management Report / Report on Operations, "Operating Performance"
section, included in the consolidated financial statements of the Moncler Group.
FREE CASH
FLOW
Cash flow as reported in the reclassified consolidated statement of cash flows
indicated in the Management Report / Report on Operations, "Operating
Performance" section, included in the consolidated financial statements of the
Moncler Group pre -IFRS 16 and net of changes in assets/(liabilities).
ESG Pillar: Nurture Uniqueness
A training programme on Diversity, Equity and Inclusion topics to be completed
by 100% of management (Managers, Senior Managers, Executives and Senior
Executives) by 2026.
Pillar: Think Circular & Bold
55% of the nylon used in the 2026 collections coming from so-called preferred
raw materials (i.e. recycled nylon, bio-based nylon) taking into account that
in the 2023 collections over 40% of the nylon used came from
recycled
material.
Pillar: Act on Climate & Nature
Certification by 2026 for the new Moncler headquarters in Milan according to
the LEED for Building Design and Construction standard which certifies the
environmental efficiency of buildings and the WELL standard for employee
comfort and working conditions.
An additional target reflecting the achievement of a high sustainability
performance rating by one of the leading ESG rating companies is also included
for the purpose of eventual achievement of over-performance 8

Performance and payout conditions

A minimum, target and maximum level is set for each of the objectives, on the basis of which the achievement of results will be measured. The assignment of the Shares is therefore determined proportionally upon the achievement of results and is calculated in a linear manner for intermediate results.

The achievement of results below the minimum level, with respect to an individual objective, means that no Shares will be awarded for the individual performance condition to which the results relate to. Performance conditions operate independently of each other. In the event of

8 This objective is related to Moncler's inclusion within the Dow Jones Sustainability World or Europe index or, alternatively, obtaining an A- or A rating from CDP Climate Change or obtaining an A or AA or AAA rating from MSCI Research or Sustainalytics' recognition of the Industry Top-Rated Badge or Regional Top Rated badge.

over-performance (i.e. the target level is exceeded), the relevant payout is increased linearly up to a maximum of 120% of the target value.

The performance conditions and the resulting payout are as follows:

Access threshold (leading to a payout of 80%):

  • a) for the economic and financial performance indicators, this corresponds to the achievement of 90% of the set target;
  • b) for the ESG KPI, this corresponds to the achievement of at least two ESG objectives during the vesting period.

Maximum payout (120% of the incentive per target):

  • a) for the economic and financial performance indicators, this applies to the achievement of 105% of the set target;
  • b) for the ESG KPI, this applies upon the achievement of the three ESG targets during the reporting period and upon the achievement of at least a high evaluation of the Group's sustainability performance by one of the leading ESG rating agencies in all three consecutive years.

The structure and the relative performance scale of the 2024 Plan is represented below.

KPIs WEIGHT
(%)
PERFORMANCE/PAYOUT (% ACHIEVEMENT/% OF
ASSIGNMENT OF SHARES WITH REGARD TO THE
MONCLER RIGHTS ALLOCATED)
MINIMUM TARGET KPI MAXIMUM
NET
INCOME
70 Performance -10% Cumulative Plan
target
+5%
Payout 80% 100% 120%
FREE CASH
FLOW (*)
15 Performance
Payout
-10%
80%
Cumulative Plan
target
100%
+5%
120%
ESG 15 Performance Achievement
at
least
two
ESG
objectives
over
the
reporting
period
Achievement
of
the
three
ESG
objectives
over
the vesting period
Achievement
of
the
three
ESG
objectives
over
the vesting period
and achievement
of
a
high
assessment of the
Group's
sustainability
performance
by
one of the leading

(*) Pre-IFRS 16 and net of changes in other Assets/(Liabilities).

Lock-up

In line with the past, a lock-up constraint applies also to the Shares referred to in the 2024 Plan, to be granted to the Chairman and CEO, the Executive Directors and MSRs. Specifically, the above beneficiaries are required to hold the following Shares on a continuous basis, after the vesting period has expired and upon receiving the Shares following the verification of the achievement of the objectives by the Board of Directors (after examination by the Nomination and Remuneration Committee):

  • a) a number of Shares equal to 30% of those assigned until the end of the current term of office on the Shares assignment date (for the Chairman and CEO and the Executive Directors); and
  • b) a number of Shares equal to 30% of those assigned for at least 24 months from the date of assignment (for MSRs)

net of transferable Shares for the payment of tax, social security and healthcare charges, where due, related to the allotment of the Shares.

The Shares are, therefore, subject to an inalienable restriction until the above deadline has expired, unless authorised in writing by the Board of Directors, following the favourable opinion of the Nomination and Remuneration Committee.

If the beneficiaries (whether Executive Directors or Strategic Managers) are assigned, pursuant to the provisions of the 2024 Plan, sums in cash instead of - in whole or in part - the Shares, they are required to reinvest these sums in Shares of the Company to be held in accordance with the terms set out above.

Change of control

If, prior to the allotment date of the Shares, certain extraordinary events occur (change of control, launching of a takeover or public exchange offer for Moncler Shares, withdrawal from the listing of the Shares from Euronext Milan (delisting)), the beneficiaries of the 2024 Plan will be entitled to request the early assignment of a number of Shares to be determined pro rata temporis, subject to verification by the Board of Directors that they have achieved their performance objectives under the detailed terms and conditions set out in the 2024 Plan.

Termination of employment

The granting to beneficiaries of so-called Moncler Rights (and, where applicable, the assignment of Shares) is subject, inter alia, to the beneficiary having a directorship, employment, collaboration or consultancy relationship with Moncler or one of the Subsidiaries.

The 2024 Plan regulation establishes, with reference to the various types of relationship, the different effects caused by any termination of the relationship, taking into account the cause and the time when the termination occurs. The regulation thus provides for cases of so-called good leavers (such as, by way of example but not limited to, satisfying the conditions for early pension benefits, expiry of the mandate or death of the beneficiary) and so-called bad leavers (such as, by way of example but not limited to, termination of the relationship in the event of unilateral withdrawal by Moncler, removal of the beneficiary from office for just cause or withdrawal by the beneficiary from the mandate). In particular, in the event of these latter hypotheses (bad leaver), and in the manner specifically provided for each of them in the regulation, the beneficiary will have no rights to the Moncler Rights granted which shall be considered extinguished and no compensation and/or indemnity shall be due from Moncler for any damage and/or adverse effect suffered by the beneficiaries. If the relationship is terminated on a good leaver basis, the beneficiary (or his/her heirs) will retain the ownership of the rights to the Moncler Rights on a pro rata temporisbasis.

2022 PLAN

The essential characteristics of the 2022 Plan are detailed in the relevant Information Document prepared pursuant to Art. 84bis of the Issuers' Regulation, to which reference is made, available on the Company's website www.monclergroup.com, in the "Governance /Remuneration" section.

Notice is also made to the remuneration reports submitted to the Shareholders' Meeting in 2022 and 2023, as well as the update schedules on the status of implementation of the 2022 Plan.

Performance objectives

The KPIs established in the 2022 Plan are as follows:

KPIs DESCRIPTION
NET INCOME The net income as reported in the consolidated income statement indicated in
the Management Report/"Operating Performance" section, included in the
consolidated financial statements of the Moncler Group.
FREE CASH
FLOW
Cash flow as reported in the reclassified consolidated statement of cash flows
indicated in the Management Report/ "Operating Performance"
section,
included in the consolidated financial statements of the Moncler Group pre
IFRS 16 and net of the changes in Other Assets/(Liabilities).
ESG The ESG KPI is defined against the following 3 targets:
(a) Climate Change: carbon neutrality of the Group's directly operated sites
worldwide achieved through 100% energy from renewable sources, 90% of
company fleet vehicles with low environmental impact, and offsetting residual
emissions that cannot be avoided, in 2025;
b) Circular economy: 50% of nylon used in 2025 collections coming from so
called preferred raw materials (e.g., recycled nylon, bio-based nylon);
c) Diversity, Equity & Inclusion: obtaining Equal Pay certification for the Moncler
brand worldwide in 2025.

An additional target reflecting the achievement of a high sustainability performance rating by one of the leading ESG rating companies is also included for the eventual achievement of over-performance.

Performance objectives: focus on ESG KPIs

To demonstrate Moncler's continued commitment to creating sustainable value in the medium- -long term for the benefit of all stakeholders, and also taking into account the indications provided by the market as part of the engagement activity, an ESG KPI has also been provided for as the basis for the 2022 Performance Shares Plan, which refers to three important challenges set out in the 2020-2025 Strategic Sustainability Plan (included in the Non-Financial Statement available on the Moncler website www.monclergroup.com, "Sustainability/Documents" section) that, for the second allocation cycle, are as follows:

  • (a) Carbon neutrality: this is the result of a process of monitoring, reducing and offsetting residual and unavoidable CO2 emissions generated by the Group in the direct operational management of its worldwide sites. The Group is committed to using only 100% renewable energy in its corporate sites and to have, by 2025, 90% of the entire corporate car fleet consist of low environmental impact vehicles, to implement specific energy efficiency measures in production hubs as well as to neutralize, through certified projects on the voluntary market, unavoidable residual emissions;
  • (b) Nylon "preferred": with a view to an increasingly circular economy, the Moncler Group commits that 50% of the nylon used in the Spring/Summer and Fall/Winter 2025 collections will be recycled nylon or bio-based nylon;
  • (c) Equal Pay certification: the Group is committed to obtaining the Equal Pay certification related to pay equity between women and men for the Moncler brand perimeter worldwide by 2025.

In addition, the 2022 Plan enhances the ESG KPIs with an additional objective that applies for over-performance purposes and reflects the high evaluation of the Group's sustainability performance given by one of the leading ESG ratings agencies. In particular, this objective relates to the inclusion of Moncler in the Dow Jones Sustainability World or Europe Index or, alternatively, achieving an A- or A score from CDP Climate Change, or obtaining an A or AA or AAA rating from MSCI Research rather than recognition by Sustainalytics of the Industry Top-Rated Badge or Regional Top Rated badge.

Performance conditions, payout level and other characteristics of the 2022 Plan

For performance conditions and provisions governing the lock-up, the change of control or the termination of the relationship with the beneficiary, please refer to the documentation for the 2022 Plan, and therefore the information document for the 2022 Plan, as well as the two previous remuneration reports available on the website www.monclergroup.com in the "Governance/Shareholders' Meeting" or "Governance/Remuneration" sections. As stated above, the performance conditions and the resulting level of payout operate through the same mechanism as that provided for the 2024 Plan described above.

9.4.3 MEDIUM-LONG TERM INCENTIVE PLANS IN PLACE

The 2022 Plan applies as at the date of this Report. Please refer to Paragraph 9.4.2 of this Section for more information.

At the date of this Report, the 2020 Performance Shares Plan (the 2020 Plan) approved by the Shareholders' Meeting on 11 June 2020 has ended. The 2020 Plan was executed by holding two attribution cycles, one in 2020 and the other in 2021. Each attribution cycle, in accordance with the provisions of the Remuneration Policy, was associated with a three-year vesting period. The assignment of the Shares referred to in the first cycle (relating to the 2020- 2022 performance period) was approved, following the verification of the achievement of the

relative objectives, in the Board meeting held on 28 February 2023, while the assignment of the Shares mentioned in the second cycle (relating to the 2021-2023 performance period) was approved following verification of the achievement of the relative performance objectives, by the Board meeting held on 28 February 2024. With respect to the final reporting on the achievement of the objectives for the second cycle of the 2020 Plan, see Paragraph 7 of Section II of the Report.

The documentation related to the 2020 Plan and the 2022 Plan is available on the Company website www.monclergroup.com in the "Governance / Remuneration" section, which also includes the related Information Documents drawn up pursuant to Art. 84bis of the Issuers' Regulation, which provide the relevant essential characteristics.

10 INDEMNITY FOR EARLY TERMINATION OR NON-RENEWAL OF THE RELATIONSHIP (PARACHUTE AGREEMENTS) AND NON-COMPETE AGREEMENTS

Indemnification

The Remuneration Policy provides for the possibility for Moncler to enter into agreements with Executive Directors and/or Managers with Strategic Responsibilities which govern economic aspects ex ante in the event of termination, including early termination, of the relationship at the initiative of the Company or the person concerned or in the event of non-renewal (indemnification/so-called parachute agreements). Such agreements are subject to the prior assessment and approval of the Board of Directors, after obtaining the favourable opinion of the Nomination and Remuneration Committee.

These agreements must be defined according to the reasons underlying the early termination of the relationship. In particular, compensation may be paid in the following cases:

  • a) removal of the Director from office in the absence of just cause (including cases in which the termination of office is as a result of the Board of Directors stepping down following the implementation of the simul stabunt simul cadent clause referred to in the By-Laws or of corporate transactions such as, inter alia, mergers, spin-offs and demergers);
  • b) failure to reappoint a Director after the end of his/her term of office;
  • c) termination of employment relationship by the Company for reasons of an objective nature;
  • d) consensual termination of the employment relationship.

Compensation is paid on condition that the Executive Director and/or the Manager with Strategic Responsibilities resigns from any position held within the Group and a consensual termination and a general novative settlement agreement is concluded pursuant to Articles 2113, 1975 and 1976 of the Italian Civil Code and Art. 411 of the Italian Code of Civil Procedure

In line with the provisions of recommendation 31, letter C) of the Corporate Governance Code, the Company, in any event, reserves the right to ask the Executive Director and/or the Manager with Strategic Responsibilities to return, in whole or in part, any amounts paid if said amounts were determined on the basis of data that subsequently proved to be manifestly erroneous or if the removal from office or the termination of the contract is due to results that are objectively inadequate or achieved as a result of conduct resulting in a significant loss to the Company or, in any case, as a result of fraudulent conduct or gross negligence to the detriment of the Company.

Secondly, the Remuneration Policy provides for the possibility of payment of a severance indemnity in the event of termination of the office by the relevant beneficiary.

Non-compete agreements

The Remuneration Policy provides for the possibility of entering into non-compete agreements with Managers, Executives, Executive Directors and Managers with Strategic Responsibilities which provide for(i) a maximum term of one year; and (ii) a consideration that varies up to 100% of the fixed gross annual remuneration as well as additional provisions in line with market best practice.

In the event that both indemnity clauses and non-competition agreements apply to Executive Directors and/or Strategic Managers as described above, their overall amount must not exceed two years of fixed and variable remuneration (the latter calculated as the average of the last three MBOs paid), except as a result of specific provisions of law and/or in execution of the national collective labour agreement of reference.

***

10.1 EXECUTIVE DIRECTOR/CHIEF BUSINESS STRATEGY & GLOBAL MARKET OFFICER

The contract between the Company and Roberto Eggs, Executive Director and Chief Business Strategy & Global Market Officer according to which his management relationship with the Company is governed until 31 December 2024 provides for:

  • a) the disbursement of a sum of Euro 1,498,000 in the event of (i) removal in the absence of just cause; or (ii) failure to reappoint him following the expiry of his mandate until 31 December 2024 (parachute);
  • b) on the expiry and/or in the event of any early termination due to removal in the absence of just cause, participation as beneficiary in all plans in relation to which, pursuant to the respective regulations, he would be entitled to on that date, provided that the termination takes place after the end of the last year of reference of the Business Plan and of the threeyear vesting period in relation to which the performance objectives must be verified (it being understood that if the expiry occurs sooner, the number of Shares to be allocated is determined on a pro rata temporisbasis)
  • c) an amount equal to Euro 500,000 in the event that the obligations arising from the noncompete undertakings set in his contract are executed (the "non-competition clause").

Amounts a) and c) result in a total not higher than 2 annuities of the fixed and variable remuneration (the latter calculated as the average of the last three MBOs paid).

10.2 STRATEGIC MANAGER/MONCLER CHIEF BRAND OFFICER

The directorship between the Company and the Strategic Manager as well as Moncler's Chief Brand Officer, according to which the directorship with the subsidiary Industries S.p.A. (Industries) is governed until the date of approval of Industries' financial statements for the year ending 31 December 2023, provides for:

  • a) an amount equal to Euro 1,035,000 in the event of (i) removal in the absence of just cause; or (ii) failure to reappoint him or her following the expiry of the current mandate (expiring on the date of approval of Industries' financial statements for the year ending 31 December 2023) (parachute) unless the contract is replaced during the term of office or on its expiry with another contract with the same terms and conditions (e.g., by an employment contract). This amount does not exceed 2 years' fixed remuneration;
  • d) in the event of termination of the contract due to non-renewal and/or in the event of any early termination due to removal in the absence of just cause, participation as beneficiary in all plans in relation to which, pursuant to the respective regulations, he is entitled on that date, provided that the termination takes place after the end of the last year of reference of the Business Plan and the three-year vesting period in relation to which the performance objectives of each plan must be verified (it being understood that if the expiry

occurs sooner, the number of Shares to be allocated is determined on a pro rata temporis criterion).

10.3 STRATEGIC MANAGER / SPW CHAIRMAN

The contract between the subsidiary Stone Island and Carlo Rivetti, Strategic Manager and Non-Executive Director of Moncler as well as Chairman of SPW, under which his directorship with the subsidiary Stone Island is governed until the date of approval of the 2023 financial statements, provides for:

  • a) in the event of removal from the office of the Chairman of SPW, before the expiry of the contract, in the absence of just cause or resignation from the office, again before the expiry of the contract, for just cause, the payment of a gross amount by way of penalty for early termination pursuant to Art. 1382 of the Italian Civil Code equal to the annual remuneration to which he would have been entitled, calculated from the date of actual termination and until expiry;
  • b) in the event of removal from office prior to its expiry for just cause, the payment of the annual remuneration accrued up to the date of actual termination and not yet paid, without prejudice to the right of SPW to take action to obtain any further damages;
  • c) a non-compete clause of 2 years from the date of termination of office in the case of a good leaver or 4 years in the case of a bad leaver. The 2-year term (compared to the one year set out by the Remuneration Policy) is justified in light of the fact that, as stated in Paragraph 9.1 above, the contract with Carlo Rivetti, was defined as part of the Stone Island Transaction.

11. CLAW-BACK / MALUS MECHANISMS

The short-term (MBO) and long-term (LTI) incentive system provides for clawback/malus mechanisms, as provided for in recommendation 31(c), letter C of Art. 5 of the Corporate Governance Code.

In particular, the Company may demand the return of all or part of variable remuneration components (or withhold components subject to deferral), the assignment of which has been determined on the basis of data or information that subsequently is proven to be manifestly erroneous or determined in the event of fraudulent conduct or gross negligence on the part of the beneficiaries.

12. THE REMUNERATION POLICY AND OUR EMPLOYEES

The Remuneration Policy consists of tools and rationale applicable to all the employees, aimed at attracting, motivating and retaining people with the professional qualities necessary to help define the Group's growth strategy and to strengthen its interests and long-term objectives including sustainability. It is based on principles of equity, equal opportunities, meritocracy and market competitiveness.

The determination of the remuneration of the employees takes into account specific criteria, including comparison with the external market and the internal equity of the company, the characteristics of the role and responsibilities assigned, as well as the distinctive skills of people, always with a view to maximum objectivity, in order to avoid any form of discrimination. Moncler is committed to offering a fair level of remuneration that reflects each individual's skills, ability and professional experience, ensuring application of the principle of equal opportunity and avoiding the risk of discrimination. For further information, please refer to the 2023 Non-Financial Statement, available at www.monclergroup.com, in the "Sustainability" Section.

The remuneration package offered to employees in general includes a wide offer of benefits, which include life insurance, pension plans and prevention programmes aimed at improving people's welfare. Benefits are linked to the professional category to which they belong, regardless of the type of contract (fixed-term, permanent, full-time, part-time). They follow international guidelines, with possible changes according to the local policy of the country in question.

More than 85% of the eligible population, consisting of professionals, managers, executives and senior executives, benefits from a remuneration that consists of a fixed component, valued according to the criteria mentioned above, and a variable component, aimed at rewarding the attainment of specific economic-financial objectives as well as environmental and social ones, assessed on the basis of a balance score card system and closely related to the Company's strategic projects.

Moncler also ensures:

  • a) a safe, fair, inclusive, functional and pleasant working environment: in the Group's offices and stores, architectural criteria are applied that are functional to the activities, enhancing exchanges and collaboration and in compliance with fundamental health and safety criteria;
  • b) working methods that facilitate effective and efficient collaboration, leveraging space and smart technologies, allowing greater global proximity and ensuring continuous value creation for the Company and individuals;
  • c) the concrete possibility of guiding one's individual and professional development, thanks to a periodic and structured performance assessment; a continuous learning system, accessible via an on-line platform, which facilitates the development of knowledge and skills; and a global dimension, which allows the Company to tackle continual, complex and innovative challenges, opening up opportunities for growth.

In addition, as outlined in the Strategic Sustainability Plan, Moncler is focused, inter alia, on promoting the principles of diversity, equity and inclusion with respect to which the Company has set specific objectives related to valorising people and redesigning inclusive ways of working.

Diversity, Equity & Inclusion

Moncler has committed to strengthening the culture of inclusion and valorising diversity both inside and outside the Company, launching a programme of Diversity, Equity & Inclusion (DE&I). Nurture Uniqueness is one of the five pillars of the 2020-2025 Sustainability Strategic Plan dedicated to promoting diversity and inclusion.

For further information, see Chapter 3 "Nurture Uniqueness" of the Consolidated Non-Financial Statement for the Financial Year.

SECTION II: REMUNERATION PAID IN THE 2023 FINANCIAL YEAR

1. INTRODUCTION

Here follows a description of the items that make up the compensation paid to beneficiaries of the Policy during the Financial Year. In particular, remuneration is reported on an accrual basis with reference to fixed compensation accrued in 2023 and variable incentives, shortand long-term, accrued with respect to performance in 2023 and payable/ assignable in 2024.

For the purposes of this Section, the Nomination and Remuneration Committee took into account the vote expressed by the Shareholders' Meeting of 18 April 2023 on Section II of the report for the 2022 financial year, which received favourable votes equal to 89.424% of the capital present, as represented in Paragraph 3 of Section I of the Report. Therefore, in continuity with the previous year and taking into account the input received from all stakeholders, in this Section, extensive disclosure and visibility is given to all relevant aspects concerning the implementation of the Remuneration Policy and, in particular, the achievement and achievement of the performance objectives related to the short-term (MBO) and mediumlong term (LTI) variable components.

The implementation of the Policy, as verified by the Nomination and Remuneration Committee, in accordance with the recommendations in Article 5, paragraph 25, of the Corporate Governance Code, was found to be in line with the general principles referred to in the resolutions taken by the Board of Directors: remuneration is consistent with the Policy also and in particular in terms of consistency between variable remuneration accrued and the degree of achievement of the objectives set. Based on the Committee's assessment, the Remuneration Policy was substantially consistent with the market references found, both in terms of overall positioning and pay mix.

In accordance with the provisions of Paragraph 8bis of Art. 123ter of the TUF, the auditing firm appointed to carry out the statutory audit of the financial statements (Deloitte & Touche S.p.A.) correctly verified that Section II of this Report had been prepared, by means of a formal audit of the publication of the information contained therein.

For the purposes of this Section, it should be noted that:

  • (i) the BOARD OF DIRECTORS in office at the date of the Report was appointed by the Shareholders' Meeting of 21 April 2022 and will remain in office until approval of the 2024 financial statements. The following Executive Directors were in office at the date of the Report:
    • Remo Ruffini, Chairman and CEO of Moncler;
    • Roberto Eggs, Executive Director of Moncler and Group Chief Business Strategy & Global Market Officer;
    • Luciano Santel, Executive Director of Moncler and Group Chief Corporate & Supply Officer and Financial Reporting Officer pursuant to Art. 154-bis of the TUF;
  • (ii) the BOARD OF STATUTORY AUDITORS in office at the date of the Report was appointed by the Shareholders' Meeting of 18 April 2023 and will remain in office until the approval of the 2025 financial statements;
  • (iii) the MANAGERS WITH STRATEGIC RESPONSIBILITIES in office at the date of the Report are:
    • Francesca Bacci, Operations & Supply Chain Director;
    • Gino Fisanotti, Chief Brand Officer;

  • Mariolina Piccinini, Chief Marketing and Corporate Strategy Officer;
  • Carlo Rivetti, Chairman and Chief Executive Officer of SPW and Non-Executive Director of Moncler;
  • Andrea Tieghi, Senior Director of WW Retail Business and Development.

Executive Directors and Managers with Strategic Responsibilities compose the Strategic Committee.

2 PAY MIX

2.1 Chairman and CEO and Executive Directors

The percentage of fixed and variable remuneration of the Chairman/CEO and the Executive Directors during the year is as follows.

Percentage of fixed and variable remuneration (*)
Fixed
remuneration
Short-term
variable
compensation
Long-term
variable
compensation
Chairman and Chief
Executive Officer
16% 22% 63%
Executive Director/Chief
Business Strategy & Global
Market Officer
28% 24% 49%
Executive Director/Chief
Corporate & Supply Officer
26% 27% 47%

(*) This percentage is calculated according to the remuneration items shown in Table 1 of Section II. Fixed components are defined as: remuneration for the role, remuneration for participation in committees, non-monetary benefits, other remuneration; short-term variable components as: profit sharing, bonuses and incentives, and long-term variable components as: fair value equity compensation.

2.2 Managers with Strategic Responsibilities

The percentage of fixed and variable remuneration for Managers with Strategic Responsibilities for the year is shown below:

Percentage of fixed and variable remuneration (*)
Fixed
remuneration
Short-term
variable
compensation
Medium to long
term variable
compensation
4
Managers with Strategic
Responsibilities
26% 20% 54%

(*) This percentage is calculated according to the remuneration items shown in Table 1 of Section II. Fixed components are defined as: remuneration for the role, remuneration for participation in committees, non-monetary benefits, other remuneration; short-term variable components as: profit sharing, bonuses and incentives, and long-term variable components as: fair value equity compensation.

3. NON-EXECUTIVE DIRECTORS

In accordance with the resolution passed by the Shareholders' Meeting of 21 April 2022:

a) each Non-Executive Director has been paid gross annual remuneration of Euro 100,000;

b) additional remuneration of Euro 30,000 gross per annum for participation in each Committee was paid to members of Moncler's Board Committees.

A breakdown of emoluments for the year is shown in Table 1. Table 4 shows the number of shares held by the individuals in question.

4 CHAIRMAN AND CEO AND EXECUTIVE DIRECTORS

4.1 CHAIRMAN AND CEO

The Chairman and CEO, Remo Ruffini, received a total of Euro 3,673,376 in 2023 as detailed below.

Fixed remuneration

The fixed remuneration for the Chairman and CEO amounts to Euro 1,535,165 of which 1,520,000 was received from Moncler, 10,000 from Industries and 5,165 from Stone Island.

Annual variable remuneration: 2023 MBO

This remuneration amounts to Euro 2,137,500 and is accrued based on the final level of achievement of the 2023 MBO objectives, as reported in Paragraph 7.1 below, and the application of the performance curve and the relevant multiplier.

Medium-long term variable remuneration (LTI)

In 2024, 169,014 Shares were assigned in favor of the Chairman and CEO under the 2020 Plan, second cycle. This assignment was made following the Board's review on 28 February 2024, after examination by the Nomination and Remuneration Committee, of the achievement of the objectives of the aforementioned Plan, as set out in Paragraph 8.1. In this regard, it should be noted that in 2020, as part of the activities undertaken by the Group to address the Covid-1 9 emergency, Remo Ruffini waived his designation in 2020 as a beneficiary of the first cycle of the aforementioned Plan.

Secondly, Remo Ruffini is a beneficiary of the first cycle of the 2022 Plan under which he was granted 126,355 Moncler Rights, following the resolution passed by the Board on 4 May 2022 after receiving the favorable opinion of the Nomination and Remuneration Committee.

Benefits

Benefits include a company car for a value of Euro 10,711, of which 3,673 was received from Moncler and 7,057 from Industries.

4.2 EXECUTIVE DIRECTOR AND CHIEF CORPORATE & SUPPLY OFFICER

In 2023, the Executive Director and Chief Corporate & Supply Officer, Luciano Santel, received a total of Euro 1,991,678, as described in greater detail below.

Fixed remuneration

Fixed compensation amounts to Euro 965,165 of which 770,000 was received from Moncler 190,000 from Industries and 5,165 from Stone Island.

Annual variable remuneration: 2023 MBO

This remuneration amounts to Euro 1,004,625 (of which Euro 855,000 was received from Moncler and Euro 149,625 from Industries) and is accrued on the basis of the final level of achievement of the 2023 MBO objectives, as reported in Paragraph 7.1 below, and the application of the performance curve and the relevant multiplier.

Medium-long term variable remuneration (LTI)

Luciano Santel is a beneficiary of the 2022 Plan, first cycle, whereby he was granted 80,225 Moncler Rights, in accordance with the resolution adopted by the Board on 4 May 2022 following the favourable opinion of the Nomination and Remuneration Committee.

Benefits

Benefits include a company car, life insurance, accident insurance and supplementary health insurance for a value of Euro 21,888.

4.3 EXECUTIVE DIRECTOR AND CHIEF BUSINESS STRATEGY & GLOBAL MARKET OFFICER

In 2023, the Executive Director and the Chief Business Strategy & Global Market Officer, Roberto Eggs, received a total of Euro 2,319,305, as described in greater detail below.

Fixed remuneration

Fixed remuneration amounts to Euro 1,223,165, of which 1,218,000 was received from Moncler and 5,165 from Stone Island.

Annual variable remuneration: 2023 MBO

This remuneration amounts to Euro 1,068,750 and is accrued based on the final level of achievement of the 2023 MBO objectives, as set out in Paragraph 7.1 below, and the application of the performance curve and the relevant multiplier.

Medium-long term variable remuneration (LTI)

In 2024, 21,352 Shares were assigned in favour of Roberto Eggs under the 2020 Plan, second cycle. This assignment was made following verification by the Board on 28 February 2024, after examination by the Nomination and Remuneration Committee, of the achievement of the objectives of the said Plan, as set out in Paragraph 8.1 below. Roberto Eggs is also a beneficiary of the first cycle of the 2022 Plan, under which, following the resolution passed by the Board of Directors on 4 May 2022 with the favorable opinion of the Nomination and Remuneration Committee, he was granted 80,225 Moncler Rights.

Benefits

Benefits include a company car, accident insurance, and supplementary health insurance for a value of Euro 127,390.

5. REMUNERATION OF THE BOARD OF STATUTORY AUDITORS

The Ordinary Shareholders' Meeting of 18 April 2023 appointed the Board of Statutory Auditors in office as of the date of this Report, awarding fixed remuneration of Euro 80,000 gross per annum to the Chairman and Euro 60,000 gross per annum to the other Statutory Auditors.

A breakdown of emoluments for the year is shown in Table 1.

No monetary and non-monetary benefits are envisaged for the Statutory Auditors, with the exception of the insurance policy.

6 REMUNERATION OF MANAGERS WITH STRATEGIC RESPONSIBILITIES

Managers with Strategic Responsibilities received a total of Euro 3,952,478, including:

  • a) Fixed remuneration: Euro 2,176,000;
  • b) Annual variable compensation (2023 MBO): 1,721,546, as set out in Paragraph 7.2 below;
  • c) Medium- and long-term variable compensation (LTI): In 2024, 73,452 Shares were assigned under the 2020 Plan, second cycle. This assignment was made following verification by the Board on 28 February 2024, after examination by the Nomination and Remuneration Committee, of the achievement of the objectives of the said Plan as set out in Paragraph 8.1. Secondly, MSRs are beneficiaries of the first and second cycle of the 2022 Plan whereby 165,274 Moncler Rights were granted, in accordance with resolutions adopted by the Board on 4 May 2022, and 4 May 2023 following the favourable opinion of the Nomination and Remuneration Committee;
  • d) Benefits: they include a company car, life and accident insurance policies and supplementary healthcare cover for a value of Euro 54,932.

7 2023 MBO

7.1 MBO 2023 for the Chairman/CEO and Executive Directors

With regard to the achievement of MBO objectives, it should be noted that, in evaluating the Business Plan and the financial objectives contained therein, the Board also analyses the forecasts that the financial market expresses regarding the Company's future results, the socalled consensus. The Board verifies that the Business Plan does not deviate significantly from the consensus and, if this is the case, it assesses any deviations with Management.

Regarding the Group's economic/financial performance:

  • a) the Group's EBIT objective was achieved at 107.8% compared to the target set ex ante;
  • b) the Free Cash Flow objective was achieved at 107.3% compared to the target.

Regarding the achievement of non-financial targets:

  • a) the ESG objective was achieved at 100%, as better depicted below;
  • b) the People Engagement objective was achieved at 100%, in line with the target

The ESG objective refers to the achievement of the annual goals of the 2020-2025 Strategic Sustainability Plan classified according to five drivers: combating climate change and safeguarding biodiversity, circular economy, responsible supply chain, valuing diversity, and supporting communities.

All the objectives of the Strategic Sustainability Plan expiring on 31 December 2023 have been met as shown in the table below.

Materials that aim to deliver reduced impacts compared to the conventional equivalents used by the Moncler Group (for example recycled, organic, or certified according to specific standards).


That said, the following table shows the level of achievement of KPIs, the pay-out percentage (determined by application of the performance curve) and that of the multiplier (linked to Moncler's EBIT performance).

KPI Target Achievement*
Payout
CEO Chief Corporate Chief Business
Strategy &
% Name % % & Supply Officer Global Market Officer
ર રજ Group EBIT 844 €M 911 €M 107,8 150 825.000 387.750 412.500
30% Group FREE CASH FLOW
**
544 €M 584 €M 107,3 150 450.000 211.500 225.000
10% ESG see § ad hoc 100,0 100 100.000 47.000 50.000
5% PEOPLE ENGAGEMENT 71% - DE&I
73%
76% -
DE&I 78%
107,0 100 50.000 23.500 25.000
Achieved payout 1.425.000 669.750 712.500
EBIT Multiplier 150% 150% 150%
MBO payout 2.137.500 1.004.625 1.068.750
% MBO payout / target 214% 214% 214%

(*) Level of achievement at constant exchange rates.

(**) Free Cash Flow adjusted for change in other assets / (liabilities) tax related.

7.2 2022 MBO of Managers with Strategic Responsibilities

The following table sets out the level of achievement of KPIs, the pay-out percentage (determined by application of the performance curve) and that of the multiplier (linked to Moncler's EBIT performance).

KPI Achievement* Payout
% Name % %
25-55% EBIT (Group/ Function) 107,8 - 111,1 150 523.875
10% Group FREE CASH FLOW ** 107,3 150 30.000
10-30% Other function's financial KPIs 84,7 - 118,4 0 - 150 335.697
5-15% Function's Strategic KPIs 100 - 104,9 100 61.250
10-30% ESG 100,0 - 107,0 100 - 150 152.250
CIA

5% PEOPLE ENGAGEMENT 91,2 - 107,0 90 - 100 44.625
Achieved payout 1.147.697
EBIT Multiplier 150%
MBO payout 1.721.546
% MBO payout / target (media) 191%

(*) Level of achievement at constant exchange rates. (**) Free Cash Flow adjusted for change in other assets / (liabilities) tax related.

8. LTI

8.1 2020 Performance Shares, second cycle

The 2020 Performance Share Plan makes the exercise of the "Moncler Rights" granted to the beneficiaries conditional on the expiration of a vesting period of 3 years and the achievement of specific performance objectives determined on the basis of the indicators (i) Net Income, (ii) Free Cash Flow and (iii) ESG (the KPIs) and are expressed by the ratio of the KPIs achieved to the KPIs indicated as targets in the relevant vesting period.

On 14 June 2021, the Board of Directors, subject to the favorable opinion of the Nomination and Remuneration Committee, as part of the first vesting cycle of the Plan under review, awarded 463,425 Moncler Rights" in favor of 59 beneficiaries of the plan, among whom are the Executive Directors and Managers with Strategic Responsibilities of the Group, under the terms specified in Paragraphs 4 and 6 of this Section above.

On 28 February 2024, the Board, after review by the Nomination and Remuneration Committee, verified the achievement of the targets under the first cycle of the Plan's allocation, and Shares were therefore released according to the level of achievement of the relevant targets.

Specifically, with regard to the Net Income and Free Cash Flow targets, the performance achieved was above the maximum level, so the relevant payout level was subject to the maximum cap of 120%.

The ESG objective included in the second cycle of the 2020 Performance Shares Plan was achieved with the maximum attainment percentage of 120% thanks to the achievement of all three ESG indicators in the reporting period (climate neutrality at its own sites, reduction of virgin single-use plastic and recycling of nylon production scraps) and inclusion of the Moncler Group, for each year of the reporting period, in the Dow Jones Sustainability World and Europe indices. With respect to the ESG objectives, the auditing firm Deloitte & Touche S.p.A. conducted the agreed-upon verification procedures.

Details are given below.

Climate neutrality at own sites

In 2023, the Group maintained carbon neutrality at own directly managed corporate sites (offices, stores, logistics hub and production sites) worldwide through:

  • 1) programs to reduce direct CO2 emissions (scope 1 and scope 2) through:
  • energy efficiency activities such as, for example, the use of more energy-efficient lighting and air-conditioning systems as well as systems for more efficient management

of energy consumption. To date, 99%10 of Moncler brand directly managed stores worldwide, as well as the production site in Romania and the logistics hub in Castel San Giovanni (Piacenza), are equipped with Light-Emitting Diode (LED) systems;

  • use of electricity from renewable sources. In line with its commitment, during 2023 the Moncler Group used exclusively electricity from renewable sources for the corporate sites worldwide.

The Group has achieved this result through: i) the use of self-generated electricity through photovoltaic systems installed at the logistics hub in Castel San Giovanni (Piacenza) and at the Stone Island corporate site in Ravarino (Modena); ii) the signing of contracts for the supply of electricity from renewable sources for its offices, stores, logistics hubs, and production sites; iii) the purchase of green energy certificates through Guarantee of Origin (GO), Renewable Energy Certificate (REC) and International Renewable Energy Certificate (I-REC);

  • use of lower environmental impact vehicles. In 2023, hybrid or electric cars made up 85% of the Moncler Group's total car fleet (+22 percentage points compared to 2022). The Group will continue the introduction of lower environmental impact vehicles to achieve 90% coverage by 2024.

These activities resulted in a 36% reduction of the Group's scope 1 and 2 market-based emissions compared to 2022 (-50% vs 2021 considering Stone Island consolidated from 1 January 2021).

2) offsetting the unavoidable residual emissions. Unavoidable residual emissions have been offset through carbon credits generated through two projects certified on the voluntary market and focused respectively on circular economy and renewable energy production. Each credit, certified following the most important international standards such as the Gold Standard or the Verified Carbon Standard, guarantees the offset of a tonne of CO2 in atmosphere. In particular, the first project is related to the expansion of a high-energy efficiency plastic recycling plant in Romania and certified according to Gold Standard. To this initiative adds the contribution to the realization of a photovoltaic system, certified according to the Verified Carbon Standard, at the Mauritius islands.

In order to monitor the maintenance of carbon neutrality, the Sustainability Unit at its own sites annually:

  • monitors the implementation of the Group's energy procurement guidelines;
  • collaborates with relevant company departments to continuously identify areas for improvement in energy efficiency;
  • monitors energy consumption and related CO2 emissions through dedicated company tools and the support of a consulting company;
  • collaborates with recognized partners to purchase renewable energy certificates and CO2 credits aligned to the most important international standards such as the Gold Standard or Verified Carbon Standard.

Reduction of single-use virgin plastic

Moncler has been committed for several years to research and increase the use of lower impact materials compared to conventional solutions. Evaluations for material replacements are supported by technical considerations or Life Cycle Assessment analyses.

10 Excluding from the calculation the shop-in-shops where lighting is provided by the host department stores (18 at global level) and, on which, therefore, Moncler cannot take action. However, in 2023, these shop-in-shops were equipped with LED lighting.

In particular, in recent years, virgin single-use plastic has been eliminated where not strictly necessary or replaced with other materials, including paper and recycled or bio-based compostable plastic.

Over the years, the Group has progressively reduced the use of fossil-derived virgin singleuse plastic until its complete elimination in 2023. In addition, to ensure the continuous recycling of single-use plastics at the logistics hub in Castel San Giovanni, a recycling process has been set up in collaboration with a private partner specialized in the virtuous management of industrial wastes.

In order to ensure the achievement of the set objectives, each year the Sustainable Innovation Unit carries out activities of:

  • research and development to identify materials with lower environmental impact than conventional solutions;
  • monitoring of material orders and related certifications in order to track progress against the objective set at global level for both Moncler brand and Stone Island brand.

Recycling of nylon scraps at own direct sites

Since 2022 all nylon production scraps at Moncler Group's direct sites (Industries S.p.A. in Trebaseleghe and Milan, Industries Yield in Bacau in Romania and Stone Island in Ravarino) entered the recycling process.

This result derived from the collaboration of Moncler's Sustainable Innovation Unit, which defined the scope, parameters and methods of recycling, and the Operations and Supply chain Unit, which implemented the "Nylon Scrap Process Management" procedure.

In accordance with the procedure, during the year, nylon production scraps were classified and collected by line operators into specific recycling categories, weighed, registered, stored and afterwards sent to the recycler. In order to monitor the correct allocation of scraps to the respective recycling categories, physical and process controls were carried out by the Group at the sites, as well as differential scanning calorimetry analysis performed on a sample basis at third-party analysis laboratories.

At the recycler site, nylon scraps can undergo processes of fraying, or shredding, melting, cooling, extruding, and finally cutting the material into chips in order to become available again as a "second raw material."

During 2023, the auditing firm Deloitte & Touche S.p.A. performed some agreed-upon verification procedures on the three indicators of the ESG Performance Indicator included into the 2020 Performance Shares Plan, referring to the International Standard on Related Services (ISRS) 4400 (Revised) "Engagements to Perform Agreed-Upon Procedures" issued by the International Auditing and Assurance Standards Board ("IAASB") and to the Assirevi Research Paper No. 179R "Procedures requested by the company".

Inclusion in the Dow Jones Sustainability Indices World and Europe

Moncler has been confirmed for the three-year period 2021, 2022 and 2023 in the Dow Jones Sustainability Indices World and Europe obtaining, in the S&P Global Corporate Sustainability Assessment, the highest score of the 'Textiles, Apparel & Luxury Goods' industry.

The level of achievement of the KPIs is then shown below with the relative payout percentage (determined by the application of the performance curve).

KPI Target Achievement *** Payout
% Name % %

70% NET INCOME* 1.159,8 1.554,8 134% 120%
15% FREE CASH FLOW** 1.178,4 1.349,8 115% 120%
15% ESG 3 KPIs
+ rating
All 3 KPIs + rating
achieved
120%

*Pre IFRS 16.

**Pre IFRS 16, net of Change in Other Curr/Non-Curr Assets/(Liabilities).

***Achievement level at constant exchange rates

9. INDEMNITIES AND/OR OTHER BENEFITS FOR TERMINATION OF OFFICE OR FOR TERMINATION OF EMPLOYMENT DURING THE YEAR

During the Year no indemnities or other benefits were paid for the termination of office or termination of employment.

10. MALUS AND CLAWBACK

During the year, no ex post correction mechanisms were applied to the variable component (malusor return or clawback of variable remuneration).

11. EXEMPTIONS TO THE REMUNERATION POLICY

The Company, during the Financial Year, did not apply any exceptions to the Remuneration Policy.

12. CHANGE IN THE REMUNERATION OF THE MANAGEMENT AND CONTROL BODY, THE GROUP'S RESULTS AND THE AVERAGE REMUNERATION OF GROUP EMPLOYEES

The table below shows the change in the total remuneration paid to the Directors and Statutory Auditors of Moncler in office at the date of the Report, the economic performance of Moncler in terms of EBIT and the gross annual remuneration of full-time employees in the five-year period 2019-2023.

To this end, the total gross annual remuneration, which includes the fixed component, the short-term variable component and the fair market value of the long-term variable component, has been taken into account.

In particular, it should be noted that the 2022-2023 change in the compensation actually received by the Chairman and CEO is mainly due to the achievement level of short-term variable compensation (achieved at 214% of target level, as compared to 123% in 2023).

ROLE CHANGE
2019-2020
CHANGE
2020-2021
CHANGE
2021-
2022
CHANGE
2022-
2023
Remo Ruffini Chairman/CEO -36.5%11 20.1%12 49.5%13 31.7%14
Roberto Eggs Executive Director -19.0%15 19.0%16 6.6% -6.9%17
Luciano Santel Executive Director -0.8%18 22.6%19 9.8% -9.1%20
Marco De
Benedetti
Non-Executive
Director
-5.9%21 0.0% 89.5%22 20.6%23
Bettina Fetzer Independent
Director
24
-
- - 43.7%25
Gabriele
Galateri di
Genola
Independent
Director
0.0% 0.0% 94.9%26 21.3%27

15 This change results from the waiver for the 2020 financial year of the short-term variable component of remuneration, as well as the calculation of the fair value of the second cycle (2017-2019) of the 2016-2018 Performance Share Plan, considered pro rata temporisin 2020.

16 See note 12.

17 This change is mainly due to the lower impact of the fair value of the medium-long term remuneration component compared to the previous year.

18 This change follows the changes made on 1 November 2020 to the remuneration received by Industries and Moncler following the termination of the management contract between Luciano Santel and Industries. It should be noted that against these changes in remuneration, the company cost remained unchanged due to the decrease in contribution costs associated with the termination of employment as an employee. In addition, the change follows the waiver for the 2020 financial year of the short-term variable component of remuneration.

19 This change follows the payment of the 2021 MBO that he had waived in 2020 and the remuneration review approved by the Board on 14 June 2021.

20 See note 17.

21 This change follows the termination of the position of member of the Related Party Transactions Committee during the 2019 financial year (i.e., on 16 April 2019).

26 See note 22.

27 See note 23.

11 This change results from the waiver for the 2020 financial year of the short-term variable component of remuneration and the designation as beneficiary of the first allocation cycle of the 2020 Performance Shares Plan.

12 This change results from the payment of the 2021 MBO that was waived in 2020.

13 This change is mainly due to the inclusion in 2022 of Remo Ruffini among the beneficiaries of the first cycle of allocation of the 2022 Performance Shares Plan, resulting in an increase in the fair value of the medium-long term remuneration component. The inclusion in question took place following Remo Ruffini's waiver during 2020, as part of the initiatives undertaken during the COVID emergency, of his designation as a beneficiary of the first cycle of the 2020 Performance Shares Plan and consequent postponement of the award in the next cycle (2021). The fixed and variable short-term target components, in fact, did not change.

14 This change is mainly due to the achievement level of short-term variable compensation (achieved at 214% of target level, as compared to 123% in 2023).

22 This change follows the Shareholders' Meeting resolution of 21 April 2022, approving the compensation of non-Executive Directors when appointing the new Board for the three-year period 2022-2024. The fees approved on that date by the Shareholders' Meeting (on the proposal of the shareholder Double R S.r.l.) amounted to Euro 100,000 per year for the Non-Executive Directors and Euro 30,000 per year for participation in each internal Board Committee, while for the three-year period 2019-2021 the Shareholders' Meeting of 16 April 2019 had approved amounts of Euro 40,000 and Euro 15,000, respectively.

23 This change is due to the applicability to the full fiscal year 2023 of the compensation of non-executive directors and members of committees approved by the Shareholders' Meeting on 21 April 2022.

24 Bettina Fetzer was appointed as a member of the Moncler Board on 21 April 2022.

25 This change is due to the applicability to the full fiscal year 2023 of the compensation of non-Executive Directors approved by the Shareholders' Meeting on 21 April 2022.

ROLE CHANGE
2019-2020
CHANGE
2020-2021
CHANGE
2021-
2022
CHANGE
2022-
2023
Alessandra
Gritti
Independent
Director
40.9% 28 0,0% 132.9%29 24.9%30
Jeanne Jackson Independent
Director
31
-
- - 43.7%32
Diva Moriani Independent
Director
0.0% 0.0% 89.5%33 20.6%34
Guido Pianaroli Independent
Director
0.0% 0.0% 89.5%35 20.6%36
Carlo Rivetti Non-Executive
Director
37
-
NA 45.8%38 4.3%
Maria
Sharapova
Independent
Director
39
-
- - 43.7%40
Riccardo Losi Chairman of the
Board of
Statutory Auditors
0.0% 0.0% 0.0% 23.5%41
Carolyn
Dittmeier
Statutory Auditor - 80.3%42 0.0% 32.6%43
Nadia Fontana Statutory Auditor - 80.3%44 0.0% 32.6%45

28 According to the pro rata temporis calculation criterion, this change results from the actual number of months of office during the 2019 financial year (Alessandra Gritti is in office as of 16 April 2019).

40 See note 24.

43 See note 41.

44 See note 42.

45 See note 41.

29 This change follows the Shareholders' Meeting resolution of 21 April 2022 in relation to which please refer to note 20; in addition, such changes is also linked to the assumption of office as a member of the Related Party Transactions Committee that also took place on 21 April 2022.

30 See note 23.

31 Jeanne Jackson was appointed as a member of the Moncler Board on 21 April 2022.

32 See note 25.

33 See note 22.

34 See note 23.

35 See note 22.

36 See note 23.

37 Carlo Rivetti was appointed as a member of the Moncler Board on 22 April 2021.

38 This change follows the Shareholders' Meeting resolution of 21 April 2022, approving the compensation of Non-Executive Directors when appointing the new Board for the three-year period 2022-2024 (amounting to Euro 100,000 annually for each Non-Executive Director compared to the amount of Euro 40,000 approved by the Shareholders' Meeting on 16 April 2019 for the three-year period 2019-2021).

39 Maria Sharapova was appointed as a member of the Moncler Board on 21 April 2022.

41 This change follows the resolution of the Shareholders' Meeting of 18 April 2023, by which the compensation of the members of the Board of Statutory Auditors was approved. The remuneration approved on that date by the Shareholders' Meeting (on the proposal of the shareholder Double R S.r.l.) is Euro 80,000 per year for the Chairman of the Board of Statutory Auditors and Euro 60,000 per year for the Statutory Auditors, while for the three-year period 2020-2022 the Shareholders' Meeting of 11 June 2020 had approved amounts of Euro 60,000 and Euro 41,000, respectively.

42 This change results from the appointment as Standing Auditor as of 11 June 2020.

ROLE CHANGE
2019-2020
CHANGE
2020-2021
CHANGE
2021-
2022
CHANGE
2022-
2023
Mediana
remunerazione
annua lorda
totale
dipendenti46
-8.2% 16.6%47 -1,.8% 5.0%
EBIT 48 Reported -25.0% 57.0% 33.7% 15.4%

47 This change results from the payment of the 2021 MBO including over-performance (which did not apply in 2020).

46 Average gross annual total remuneration of the total number of employees, which includes the fixed component, the shortterm variable component and the fair market value of the long-term variable component, calculated on a full-time equivalent basis.

48 EBIT Reported as reflected in the Annual Financial Report.

Table 1: Remuneration of the members of the management and control bodies and of the Managers with Strategic Responsibilities

Name and
surname
Position
held
Period Expiry of
term of
office
Fixed Compensation
for
Variable non-equity
compensation
Non Other Fair value of Indemnities
for end of
when the
position
was held
remuneration
for the
position
49
participation
in Committees
50
Profit
sharing
Bonuses
and other
incentives
53
monetary
51
benefits
compensation Total equity
compensation
52
office or
termination
of
employment
Remo
Ruffini
Chairman
and Chief
Executive
Officer
2023 Approval of
financial
statements
for y/e
31/12/2024
Remuneration of the company preparing
the financial statements
1,520,000 54 2,137,500 3,653 3,661,153 6,123,182
Remuneration from subsidiaries and
associates
15,165 55 7,057 22,222
Total 1,535,165 2,137,500 10,711 3,683,376 6,123,182
Non
Executive
Director
2023 Approval of
financial
statements
for y/e
31/12/2024
Marco De
Benedetti
Remuneration of the company preparing
the financial statements
100,000 60,000 56 160,000
Remuneration from subsidiaries and
associates
Total 100,000 60,000 160,000
Roberto
Eggs
Executive
Director
2023 Approval of
financial
statements
for y/e
31/12/2024

49 Accrual remuneration resolved by the Shareholders Meeting are shown.

50 Accrued remuneration resolved by the Board of Directors are shown.

51 Non-monetary benefits may include a car, supplementary life insurance, accident insurance, supplementary healthcare insurance.

52 The portion of share-based compensation accrued in the financial year is shown and is calculated by distributing the fair value of the instruments on the award date, calculated using actuarial techniques, over the vesting period.

53 The annual incentive (MBO) is paid in 2024, following the approval of the financial statements for the year ending 31 December 2023, and subject to verification of the achievement of objectives.

54 Of which, Euro 20,000 as remuneration for the position of Executive Director of Moncler.

55 Of which, Euro 10,000 as remuneration for the position of Executive Director of Industries and Euro 5,165 as remuneration for the office of Director of Sportswear.

56 Of which 30,000 Euros as remuneration for the office of member of the Nomination and Remuneration Committee and 30,000 Euros for the office of member of the Moncler Control, Risk and Sustainability Committee.

Name and
surname
Expiry of
term of
office
Compensation
for
participation
in Committees
50
Variable non-equity
compensation
Indemnities
Position
held
Period
when the
position
was held
Fixed
remuneration
for the
49
position
Profit
sharing
Bonuses
and other
incentives
53
Non
monetary
51
benefits
Other
compensation
Total Fair value of
equity
compensation
52
for end of
office or
termination
of
employment
Remuneration of the company preparing
the financial statements
1,218,00057 1,068,750 27,390 2,314,140 2,185,381
Remuneration from subsidiaries and
associates
5,16558 5,165
Total 1,223,165 1,068,750 27,390 2,319,305 2,185,381
Bettina
Fetzer
Independent
Director
2023 Approval of
financial
statements
for y/e
31/12/2024
Remuneration of the company preparing
the financial statements
100,000 100,000
Remuneration from subsidiaries and
associates
Total 100,000 100,000
Gabriele Independent
Director
2023 Approval of
financial
statements
for y/e
31/12/2024
Galateri di
Genola
Remuneration of the company preparing
the financial statements
100,000 30,00059 130,000
Remuneration from subsidiaries and
associates
Total 100,000 30,000 130,000
Independent
Director
2023 Approval of
financial
statements
for y/e
31/12/2024
Alessandra
Gritti
Remuneration of the company preparing
the financial statements
60,00060 160,000
Remuneration from subsidiaries and
associates
Total 100,000 60,000 160,000

57 Of which, Euro 20,000 as remuneration for the position of Executive Director of Moncler.

58 Remuneration for the office of Director of Sportswear.

59 Remuneration for the office of member of the Moncler Control, Risk and Sustainability Committee.

60 Of which 30,000 Euros as remuneration for the office of member of the Nomination and Remuneration Committee and 30,000 Euros for the office of member of the Moncler Related Parties Committee.

Period Expiry of Fixed Compensation
for
participation
in Committees
50
Variable non-equity
compensation
Non Other Fair value of Indemnities
for end of
surname Position
held
when the
position
was held
term of
office
remuneration
for the
position
49
Profit
sharing
Bonuses
and other
incentives
53
monetary
51
benefits
compensation Total equity
compensation
52
office or
termination
of
employment
Name and
Jeanne
Jackson
Diva
Moriani
Guido
Pianaroli
Carlo
Rivetti
Independent
Director
2023 Approval of
financial
statements
for y/e
31/12/2024
Remuneration of the company preparing 100,000 100,000
the financial statements
Remuneration from subsidiaries and
associates
Total 100,000 100,000
Independent
Director
2023 Approval of
financial
statements
for y/e
31/12/2024
Remuneration of the company preparing
the financial statements
100,000 60,00061 160,000
Remuneration from subsidiaries and
associates
Total 100,000 60,000 160,000
Independent
Director
2023 Approval of
financial
statements
for y/e
31/12/2024
Remuneration of the company preparing
the financial statements
100,000 60,00062 160,000
Remuneration from subsidiaries and
associates
Total 100,000 60,000 160,000
Non
executive
Director
2023 Approval of
financial
statements
for y/e
31/12/2024
Remuneration of the company preparing
the financial statements
100,000 5,395 105,395

61 Of which 30,000 Euros as remuneration for the office of member of the Nomination and Remuneration Committee and 30,000 Euros for the office of member of the Moncler Related Parties Committee.

62 Of which 30,000 Euros as remuneration for the office of member of the Moncler Control, Risk and Sustainability Committee and 30,000 Euros for the office of member of the Moncler Related Parties Committee.

Period
when the
position
was held
Expiry of Fixed Compensation
for
Variable non-equity
compensation
Non
monetary
51
benefits
Other Fair value of Indemnities
for end of
Name and
surname
held term of
office
remuneration
for the
49
position
participation
in Committees
50
Profit
sharing
Bonuses
and other
incentives
53
compensation Total equity
compensation
52
office or
termination
of
employment
associates 340,16563 340,165
Position
Remuneration from subsidiaries and
Total
Executive
2023
Director
Remuneration of the company preparing
the financial statements
Remuneration from subsidiaries and
associates
Total
Independent
2023
Director
Remuneration of the company preparing
the financial statements
Remuneration from subsidiaries and
associates
Total
Chairman
of
the
2023
Statutory
Board
Remuneration of the company preparing
the financial statements
Remuneration from subsidiaries and
associates
Total
440,165 5,395 445,560
Approval of
financial
statements
for y/e
31/12/2024
Luciano
Santel
770,00064 855,000 21,888 1,646,888 1,762,500
195,16565 149,625 344,790
965,165 1,004,625 21,888 1,991,678 1,762,500
Maria
Sharapova
Approval of
financial
statements
for y/e
31/12/2024
100,000 100,000
100,000 100,000
Approval of
financial
statements
for y/e
31/12/2025
Riccardo
Losi
74,082 74,082
74,082 74,082
Carolyn
Dittmeier
Standing
auditor
2023 Approval of
financial
statements
for y/e
31/12/2025

63 Of which, Euro 5.165 as remuneration for the office of Director of Sportswear and Euro 335,000 for the office of Chairman and Chief Executive Officer of Stone Island.

64 Of which, Euro 20.000 as remuneration for the position of Executive Director of Moncler.

65 Of which, Euro 5.165 as remuneration for the office of Director of Sportswear.

Name and
surname
Period
when the
position
was held
Expiry of
term of
office
Fixed Compensation
for
participation
in Committees
50
Variable non-equity
compensation
Other Fair value of Indemnities
for end of
Position
held
remuneration
for the
49
position
Profit
sharing
Bonuses
and other
incentives
53
Non
monetary
benefits
51
compensation Total equity
compensation
52
office or
termination
of
employment
Remuneration of the company preparing
the financial statements
54,378 54,378
Remuneration from subsidiaries and
associates
Total 54,378 54,378
Standing
auditor
2022 Approval of
financial
statements
for y/e
31/12/2025
Nadia
Fontana
Remuneration of the company preparing
the financial statements
54,378 54,378
Remuneration from subsidiaries and
associates
Total 54,378 54,378
Managers with Strategic
Responsibilities (4)
2023
Remuneration of the company preparing
the financial statements
450,000 339,938 9,548 799,485 723,332
Remuneration from subsidiaries and
associates
1,726,000 1,381,608 45,384 3,152,993 3,855,413
Total 2,176,000 1,721,546 54,932 3,952,478 4,578,745

Table 3 A: Incentive plans based on financial instruments other than stock options, for members of the Board of Directors and Managers with Strategic Responsibilities

Name and
surname
Position Plan Financial
instruments
allocated in
previous years not
vested during the
year
year Financial instruments allocated during the Financial
instrument
s vested
during the
year which
cannot be
allocated
Financial instruments
vested during the
year which can be
allocated
Financial
instrument
s accrued
during the
year
Number
and type
of
financial
instruments
Vesting
period
66
Number
and type
of
financial
instrume
nts
Fair
value on
award
date
Vesting
period
67
Date of
Allocatio
n
Market
price on
allocatio
n
Number
and type of
financial
instruments
Number
and type
of
financial
instruments
Value at
vesting
date
Fair
value68
Remo Ruffini Chairman and
Chief Executive
Officer
2020Performance
Shares Plan, cycle
II
financial statements Remuneration of the company preparing the 140,845 2021-23 169,014 9,414,080 3,347,231
Remuneration from subsidiaries or associates
Total 140,845 2021-23 169,014 9,414,080 3,347,231
Remo Ruffini Chairman and
Chief
Executive
Officer
2022 Performance
Shares Plan, cycle I
Remuneration of the company preparing the
financial statements
126,355 2022-24 2,775,951
Remuneration from subsidiaries or associates
Total 126,355 2022-24 2,775,951

66 The rights granted under the 2020 Performance Shares Plan are subject to a three-year vesting period; their exercise is subject to (i) as specified in Paragraph 9.4.3 of Section I of this Report, on the performance during the three-year reference period, as indicated in the relevant consolidated financial statements and the Non-Financial Statement, of the following indicators: Net Income (pre-IFRS 16), Free Cash Flow (pre-IFRS 16 and net of Change in Other Curr/Non-Curr Assets/(Liabilities)) and the ESG KPI, and to (ii) the other conditions of the Plan regulations.

67 The rights granted under the 2020 Performance Shares Plan are subject to a three-year vesting period; their exercise is subject to (ii) as specified in Paragraph 9.4.3 of Section I of this Report, on the performance during the three-year reference period, as indicated in the relevant consolidated financial statements and the Non-Financial Statement, of the following indicators: Net Income (pre-IFRS 16), Free Cash Flow (pre-IFRS 16 and net of Change in Other Curr/Non-Curr Assets/(Liabilities)) and the ESG KPI, and to (ii) the other conditions of the Plan Regulations.

68 The share-based compensation accrued during the financial year is shown, and is calculated by, distributing the fair value of the instruments on the award date, calculated using actuarial techniques, over the vesting period.

Name and
surname
Position Plan Financial
instruments
allocated in
previous years not
vested during the
year
Financial instruments allocated during the
year
Financial
instrument
s vested
during the
year which
cannot be
allocated
Financial instruments
vested during the
year which can be
allocated
Financial
instrument
s accrued
during the
year
Number
and type
of
financial
instruments
Vesting
period
66
Number
and type
of
financial
instrume
nts
Fair
value on
award
date
Vesting
period
67
Date of
Allocatio
n
Market
price on
allocatio
n
Number
and type of
financial
instruments
Number
and type
of
financial
instruments
Value at
vesting
date
Fair
value68
Roberto Eggs Executive
Director
2020
Performance
Shares Plan, cycle
II
financial statements Remuneration of the company preparing the 17,794 2021-23 21,352 1,189,306 422,881
Remuneration from subsidiaries or associates
Total 17,794 21,352 1,189,306 422,881
Roberto Eggs Executive
Director
2022
Performance
Shares Plan,
cycle I
financial statements Remuneration of the company preparing the 80,225 1,762,500
Remuneration from subsidiaries or associates
Total 80,225 1,762,500
Luciano Santel Executive
Director
2022
Performance
Shares Plan,
cycle I
Remuneration of the company preparing the
financial statements
80,225 1,762,500
Remuneration from subsidiaries or associates
Total 80,225 1,762,500
Managers with Strategic
Responsibilities (4)
2020
Performance
Shares Plan, cycle
II
financial statements Remuneration of the company preparing the 61,210 2021-23 73,452 4,091,276 1,450,249

Name and
surname
Position Plan Financial
instruments
allocated in
previous years not
vested during the
year
year Financial instruments allocated during the Financial
instrument
s vested
during the
year which
cannot be
allocated
Financial instruments
vested during the
year which can be
allocated
Financial
instrument
s accrued
during the
year
Number
and type
of
financial
instruments
Vesting
period
66
Number
and type
of
financial
instrume
nts
Fair
value on
award
date
Vesting
period
67
Date of
Allocatio
n
Market
price on
allocatio
n
Number
and type of
financial
instruments
Number
and type
of
financial
instruments
Value at
vesting
date
Fair
value68
Remuneration from subsidiaries or associates
Total 61,210 2021-23 73,452 4,091,276 1,450,249
2022
Managers with Strategic
Performance
Responsibilities (4)
Shares Plan, cycle
I
financial statements Remuneration of the company preparing the 80,226 2022-24 1,762,522
Remuneration from subsidiaries or associates
Total 80,226 1,762,522
Managers with Strategic
2022 Performance
Responsibilities (4)
Shares Plan, cycle II
Remuneration of the company preparing the
financial statements
85,048 5,843,648 2023-25 04/05/2023 67.30 1,365,974
Remuneration from subsidiaries or associates
Total 85,048 5,843,648 2023-25 04/05/2023 67.30 1,365,974

Table 3 B: Monetary incentive plans for members of the Board of Directors and the Managers with Strategic Responsibilities

Name
and
Position Plan Bonus for the year69 Bonuses from previous years Other
surname Payable/Disbursed Deferred Reporting
period
No
longer
payable
Payable/Disbursed Deferred Bonuses
Remo
Ruffini
Chairman and Chief
Executive Officer
Annual incentive
(2023
MBO)
Remuneration of the company preparing the financial
statements
2,137,500 2023
Remuneration from subsidiaries and associates
Total 2,137,500 2023
Roberto
Annual incentive
Executive Director
Eggs
(2023
MBO)
Remuneration of the company preparing the financial
statements
1,068,750 2023
Remuneration from subsidiaries and associates
Total 1,068,750 2023
Luciano
Santel
Annual incentive
Executive Director
(2023
MBO)
Remuneration of the company preparing the financial
statements
855,000 2023
Remuneration from subsidiaries and associates 149,625 2023
Total 1,004,625 2023
Managers with Strategic
Annual incentive
Responsibilities (4)
(2023
MBO)
Remuneration of the company preparing the financial
statements
339,938 2023
Remuneration from subsidiaries and associates 1,381,608 2023
Total 1,721,546 2023

69 The annual incentive (MBO) is paid in 2024, following the approval of the financial statements for the year ending 31 December 2023 and subject to verification of the achievements of the objectives.

SCHEDULE No. 7-TER Schedule containing information on the shareholdings of members of the management and control bodies and of the Managers with Strategic Responsibilities

TABLE 1: Shareholdings of members of management and control bodies

Name and surname Position held Type of ownership Shareholding in Number of
shares held as at
31/12/2022
Number of
shares
purchased
Number of
shares sold
Number of
shares held
as at
31/12/2023
Remo Ruffini Chairman and
Chief
Direct -
Ordinary
Shares
Moncler S.p.A. 187,889 187,889
Executive
Officer
Indirect -
Ordinary
shares
65,145,179
70
65,145,179
Marco De Benedetti Vice
Chairman and
Non-Executive
Director
Direct -
Ordinary
Shares
Indirect -
Ordinary
shares
Moncler S.p.A.
Roberto Eggs Executive
Director
Direct -
Ordinary
Shares
Indirect -
Ordinary
shares
Moncler S.p.A. 197,824 144,31771 119,36672 222,775
Bettina Fetzer Independent
Director
Direct -
Ordinary
Shares
Indirect -
Ordinary
shares
Moncler S.p.A.
Gabriele Galateri di
Genola
Independent
Director
Direct -
Ordinary
Shares
Indirect -
Ordinary
shares
Moncler S.p.A. 1,420 1,420
Alessandra Gritti Independent
Director
Direct -
Ordinary
Shares
Indirect -
Ordinary
shares
Moncler S.p.A.

70 The indirect shareholding is held through the company Double R S.r.l. (formerly Ruffini Partecipazioni S.r.l., hereinafter Double R), as of the date of the Report 66.7% owned by Ruffini Partecipazioni Holding S.r.l., a company whose share capital is wholly owned by Remo Ruffini.

71 Assignment of Shares free of charge under the 2020 Performance Shares Plan, first cycle.

72 Shares sold also within the Performance Shares Plans.

Name and surname Position held Type of ownership Shareholding in Number of
shares held as at
31/12/2022
Number of
shares
purchased
Number of
shares sold
Number of
shares held
as at
31/12/2023
Diva Moriani Independent
Director
Direct -
Ordinary
Shares
Indirect -
Ordinary
Moncler S.p.A.
Guido Pianaroli Independent
Director
shares
Direct -
Ordinary
Shares
Indirect -
Ordinary
shares
Moncler S.p.A.
Carlo Rivetti Non Executive
Director
Direct -
Ordinary
Shares
Indirect -
Ordinary
shares
Moncler S.p.A. 7,680,413
73
7,680,413
74
Luciano Santel Executive
Director
Direct -
Ordinary
Shares
Indirect -
Ordinary
shares
Moncler S.p.A. 77,028 144,31775 66,23876 155,107
Maria Sharapova Independent
Director
Direct -
Ordinary
Shares
Indirect -
Ordinary
shares
Moncler S.p.A.
Riccardo Losi Chairman of
the Board of
Statutory
Auditors
Direct -
Ordinary
Shares
Indirect -
Ordinary
shares
Moncler S.p.A.
Carolyn Dittmeier Standing
Auditor
Direct -
Ordinary
Shares
Moncler S.p.A.

74 See previous note.

73 These were shares held at the time by Rivetex S.r.l. (Rivetex), a company associated with Carlo Rivetti, and arising from the capital increase of Moncler resolved on 25 March 2021 (and reserved for members of the Rivetti family, including Rivetex, and Venezio Investments Pte Ltd., at the time shareholders of Stone Island), pursuant to the provisions of the agreements reached as part of the Stone Island Transaction. In the course of 2022, again under the agreements reached as part of the Stone Island Transaction, these shares were contributed to Grinta S.r.l. (a newly established company owned, directly and indirectly, by members of the Rivetti Family, including Carlo Rivetti, as indicated in the previous note), which in turn contributed these shares, together with those of the other members of the Rivetti Family, to Double R, a company indirectly controlled by Remo Ruffini.

75 Assignment of Shares free of charge under the 2020 Performance Shares Plan, first cycle.

76 Shares sold within the allocation of Shares free of charge under the 2020 Performance Shares Plan, first cycle.

Name and surname Position held Type of ownership Shareholding in Number of
shares held as at
31/12/2022
Number of
shares
purchased
Number of
shares sold
Number of
shares held
as at
31/12/2023
Indirect -
Ordinary
shares
Standing Direct -
Ordinary
Shares
150 150
Nadia Fontana Auditor Indirect -
Ordinary
shares
Moncler S.p.A.

Table 2: Information on the shareholdings of Managers with Strategic Responsibilities

Number of
managers with
strategic
responsibilities
Shareholding in Type of ownership Number of
shares owned as
at 31/12/2022
Number of
shares purchased
Number of
shares sold
Number of shares
owned as at
31/12/2023
4
77
Moncler S.p.A. Direct -
Ordinary
Shares
54,523 144,31678 42,97579 155,864
Indirect -
Ordinary
shares

77 The number does not include Carlo Rivetti as the information is provided in Table 1.

78 Allocation of Shares free of charge under the 2020 Performance Shares Plan, first cycle.

79 Shares sold within the allocation of Shares free of charge under the 2020 Performance Shares Plan, first cycle.

GLOSSARY

Board
of
Directors
or
Board
The board of directors of Moncler
Board
of
Statutory
Auditors
or
Statutory
Auditors
The board of statutory Auditors of Moncler
By-Laws The by-laws of Moncler in force at the date of the Report
CEO The Chief Executive Officer, i.e.,
the
person responsible for
the
management of the company identified as the Chairman and
Executive Director
of Moncler, Remo Ruffini
Corporate
Governance
Code or CG Code
The Corporate Governance Code for listed companies in force
at
the date of this Report,
approved by the Corporate
Governance Committee and promoted by Borsa Italiana
S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria
Consolidated
Law
on
Finance or TUF
Legislative
Decree
No.
58
of
24
February
1998,
as
subsequently amended and supplemented
Financial Year The financial year ended 31 December 2023
to which the
Report relates
to
Issuers' Regulation or IR The Regulation issued by Consob by resolution no. 11971 of 14
May
1999
on
issuers,
as
subsequently
amended
and
supplemented
LTI The medium-long term share-based incentive scheme
Managers with Strategic
Responsibilities
or
Strategic
Managers
or
MSRs
People who have the power and responsibility –
directly or
indirectly –
for planning, managing and controlling the
Company's activities, as defined in Annex 1 of the RPT
Regulation
MBO The short-term, variable, management by objectives, incentive
system
Moncler or Company Moncler S.p.A., a company having its registered office at via
Stendhal no. 47, Milan, fiscal code, VAT
ID
and Milano
Monza-Brianza-Lodi
Companies Register No. 04642290961
Moncler Group or Group Jointly, Moncler
and its direct or indirect subsidiaries pursuant
to Art. 93 of the Italian Consolidated Law on Finance at the
date of the Report
Nomination
and
Remuneration Committee
or the Committee
The nomination and remuneration committee established
within the Moncler Board of Directors pursuant to the
Corporate Governance Code
Remuneration
Policy
or
Policy
The Company's policy regarding the remuneration of members
of
the
Board
of
Directors,
Managers
with
Strategic
Responsibilities and the Board of Statutory Auditors of the
Company
for the three-year period 2022-2024 approved by
the Shareholders' Meeting on 21 April 2022
Report The present report on
the
remuneration and compensation
policy drawn up pursuant to Art. 123-
of the TUF and Art.
ter
84-
of the Issuers' Regulation
quater
RPT Regulation The regulation issued by Consob by resolution No. 17221 of 12
March 2010 on related-party transactions, as subsequently
amended and supplemented

Shares The Company's
shares
Shareholders' Meeting The Shareholders' Meeting of Moncler
SPW or Stone Island Sportswear Company S.p.A.,
whose share capital is entirely
owned by
Moncler
Stone Island Transaction Moncler's acquisition of Stone Island's entire share capital,
completed on 31 March 2021
Strategic Committee The advisory committee formed to support the Chairman and
CEO in defining and implementing strategic guidelines, to link
and share activities between the main strategic areas of the
Company and the Group
Subsidiaries Companies
directly or indirectly controlled by Moncler
pursuant to Art. 93 of the TUF

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