Remuneration Information • Apr 17, 2025
Remuneration Information
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UNIDATA S.P.A.

(approved by the Board of Directors of Unidata S.p.A. on March 20, 2025)
(Prepared pursuant to Articles 123-ter of the TUF and 84-quater of the Issuers' Regulations)
| INDEX2 | ||
|---|---|---|
| FOREWORD4 | ||
| SECTION I - Remuneration policy6 | ||
| 1. | REMUNERATION SYSTEM GOVERNANCE MODEL 6 | |
| 2. | AIMS, OBJECTIVES, TARGET AUDIENCE AND DURATION OF THE POLICY8 | |
| 3. | COMPONENTS OF REMUNERATION 10 | |
| 4. | TREATMENT PROVIDED FOR TERMINATION OF OFFICE OR TERMINATION OF EMPLOYMENT16 | |
| 5. | INSURANCE, SOCIAL SECURITY OR PENSION COVERAGE OTHER THAN COMPULSORY COVERAGE 17 |
|
| 6. | THE POLICY REGARDING THE REMUNERATION OF INDEPENDENT DIRECTORS AND DIRECTORS WITH SPECIAL DUTIES 18 |
|
| 7. | CRITERIA FOR SETTING POLICY18 | |
| 8. | DEROGATIONS18 | |
| 9. | CRITERIA FOR DETERMINING THE COMPENSATION OF THE SUPERVISORY BOARD 19 | |
| SECTION II - Fees paid20 | ||
| PART A20 | ||
| 1. | FEES PAID20 | |
| 2. | COMPENSATION AND/OR OTHER BENEFITS FOR LEAVING OFFICE OR TERMINATION EMPLOYMENT DURING THE FISCAL YEAR23 |
|
| 3. | EXCEPTIONS TO THE REMUNERATION POLICY APPLIED IN EXCEPTIONAL CIRCUMSTANCES 23 | |
| 4. | APPLICATION OF EX POST CORRECTION MECHANISMS OF THE VARIABLE COMPONENT 23 | |
| 5. | COMPARISON INFORMATION23 | |
| 6. | INFORMATION ON HOW THE COMPANY TOOK INTO ACCOUNT THE VOTE CAST BY THE SHAREHOLDERS' MEETING ON SECTION II OF THE REMUNERATION REPORT FOR THE YEAR 2023 25 |
|
| PART B25 | ||
| TABLE other |
- 1 Compensation paid to members of management and supervisory bodies, general managers, and executives with strategic responsibilities26 |
|
| TABLE 2 - Stock-options allocated to members of the governing body, general managers and |
||
| to other executives with strategic responsibilities31 | ||
| TABLE 3A - | Incentive plans based on financial instruments, other than stock options, for members of the board |
|
| of directors, general managers and other executives with responsibilitiesstrategic 32 | ||
| TABLE | - 3B Monetary incentive plans for members the board of directors, of general managers and other |
|
| executives | with strategic responsibilities35 |
SCHEDULE No. 7-TER - Schedule regarding information on the shareholdings of members of bodiesmanagement and supervisory , general managers and other executives with strategic responsibilities 36
TABLE 2: Holdings of other executives with strategic responsibility...................................................................................38
This report (the "Report") on the remuneration policy (the "Policy") for fiscal year 2025 (Section I) and the compensation paid to members of the management and supervisory bodies and key management personnel during fiscal year 2024 (Section II) (the "Report"), was approved by the Board of Directors of Unidata
S.p.A. ("Unidata" or the "Company") on March 20, 2025 and is prepared pursuant to Article 123-ter of the
D. Legislative Decree No. 58/1998, as subsequently amended and supplemented ("TUF") and in accordance with Article 84-quater of the Regulations adopted by Consob resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulations"), Schedules 7-bis and 7-ter set forth in Annex 3A of the Issuers' Regulations and the Corporate Governance Code of Borsa Italiana S.p.A. (the "Corporate Governance Code")
The Policy has also been defined in accordance with the Code of Ethics of the group headed by Unidata (the "Group"), promoting the adoption of behavior in accordance with it and consistent with the requirements of sustainable performance.
The Policy is aimed at rewarding effective and lasting results, adequately adjusted for the risks associated with them, as well as taking into account the nature, size and operational characteristics of the company (in accordance with the principle of proportionality) and is based on clear and sustainable principles, providing for variable components of remuneration linked to the achievement of medium- and long-term results. In all cases where the recognition of variable components of remuneration is envisaged, the balance between them and fixed components is ensured, as well as the additional conditions, limits, timing and payment methods set out in this Policy.
The Nominating, Compensation and Sustainability Committee plays a particularly important role in the decision-making process that leads to the definition of the Group's Senior Figure Policy, which has ultimate responsibility for processes that may affect their development or future prospects and the management of legal and reputational risks.
Lastly, the Policy complies with the recommendations on compensation in the Code of Corporate Governance.
Specifically, this Report is divided into two sections:
(i) Section I, entitled "Remuneration Policy," sets forth: a) the Policy: (i) of the members of the Company's Board of Directors; (ii) of the Company's general managers (iii) of the Company's key management personnel; and (iv) subject to the provisions of Article 2402 of the Civil Code, of the members of the Company's Board of Statutory Auditors; as well as b) the procedures used for the adoption and implementation of the Policy;
(ii) in Section II, entitled "Compensation Paid": a) an adequate representation is provided - by name for members of the Board of Directors, the Board of Statutory Auditors, and in aggregate form for executives with strategic responsibilities - of each of the items that make up remuneration, including treatments provided in the event of termination of office or termination of employment; and b) the compensation paid during the reporting year for any reason and in any form is illustrated.
The Policy was approved by the Company's Board of Directors, upon the recommendation of the Nominating, Compensation and Sustainability Committee (for the purposes of this Report, the "Compensation Committee"), on March 20, 2025 and is updated on an annual basis.
The Policy is: (i) approved by the Company's Board of Directors at the proposal of the Remuneration Committee; and (ii) presented - at the time of the approval of the financial statements - to the ' Meeting, whose vote is binding pursuant Article 123-ter, paragraph 3-ter, of the TUF.
The main individuals and bodies involved in the preparation, approval and implementation of the Policy are: the Shareholders' Meeting, the Board of Directors, the Compensation Committee and the Board of Statutory Auditors.
The Shareholders' Meeting:
The Board of Directors:
The Remuneration Committee, composed of three independent directors (Alessandra Bucci, who also holds the position of Chairman, Stefania Argentieri Piuma and Barbara Ricciardi) performs functions, of a preliminary, propositional and advisory nature and, in particular:
In carrying out its functions, the Compensation Committee has access to information and business functions necessary for performance of its duties and may use external consultants at the Company's expense, within the limits of the budget approved by the Company's Board of Directors.
Attendance at Remuneration Committee meetings by third parties is usually by invitation from the Chairman of the Remuneration Committee itself with reference to individual agenda items.
Finally, in accordance with Recommendation No. 26 of the Corporate Governance Code, no director (and, more generally, no beneficiary, if any) takes part in Remuneration Committee in which proposals are made regarding his or her own remuneration or regarding the allocation of any benefits.
The Group's HR function provides for the study of market trends and practices and provides the necessary analysis for the development of remuneration policies and their alignment with the highest quality standards, thereby supporting the work of the Remuneration Committee in setting the Policy.
In preparing the Policy, the Company's bodies did not use any independent experts.
The Board of Statutory Auditors formulates the opinions required by the regulations in force and expresses, in particular, its opinion with reference to the proposals for the remuneration of Directors holding special offices.
The Policy has as its main objective the pursuit of a responsible approach geared toward competence, performance and sustainability. Consistently, the adopted Policy gives significant weight to performance targets related to the impact of the company's activities on the environment, governance and social aspects in addition to the achievement of significant financial and economic results.
The Policy is instrumental in the pursuit of the sustainable success of the Company and takes into account the need to attract, dispose, retain and motivate people with the competence and professionalism required by their role in the Company.
The Policy, in fact, has the twofold objective of motivating existing management to achieve, in a sustainable manner and in the medium to long term, operational performance objectives that are consistent with the culture and values of the Company and to attract and retain, in a highly competitive labor market, the most talented people or those otherwise able to contribute most relevantly to the achievement of the company's business targets.
The Policy is guided by the following principles:
Along with the above, the Policy also takes into consideration the compensation and working conditions of employees. In particular, Unidata adopts certain measures aimed at greater elasticity in the performance of work performance and improving the so-called "work-life balance." In particular, second-level agreements have been signed to encourage agile working arrangements.
In addition, the Policy uses tools and logic aimed at attracting, motivating and retaining people with the professional qualities necessary to contribute to the definition of the Company's growth strategy and the strengthening its medium- to long-term interests and sustainability. Retention strategies involving stock grants have also been applied to second lines considered key people.
In compliance with the aforementioned principles underlying the Policy and in pursuit of the purposes set forth therein, the Company plans to maintain and confirm the medium-to-long term variable incentive systems envisaged and dedicated to executive directors, executives with strategic responsibilities and/or other key people of the Group, correlating part of their remuneration to the achievement of predetermined objectives.
The Policy applies to members of the Board of Directors, both executive and nonexecutive and independent, members of the Board of Statutory Auditors, general managers and executives with strategic responsibilities of the Issuer.
The Policy refers to an annual time frame.
This Policy fiscal year 2025 is in substantial continuity with the previous policy for fiscal year 2024, which was approved by the Shareholders' Meeting on May 10, 2024.
The Policy consists of the following elements:
The Company considered it appropriate to distinguish the compensation structure in relation to the executive/managerial skills and responsibilities recognized to the individuals concerned and consequently to independently define the criteria for determining the remuneration of:
A fixed amount of compensation is provided for all Directors to ensure adequate remuneration for the work and commitment of the Directors to the Company.
The Board of Directors currently in office was appointed at the Shareholders' Meeting held on May 10, 2024, and remains in office until the date of the Shareholders' Meeting called to approve the financial statements as of December 31, 2026. The Shareholders' Meeting on that date also resolved to set the total gross annual fixed compensation payable to the members of the Board of Directors at 400,000.00 euros, including the compensation recognized to the members of the internal committees appointed by the Board, it being understood that additional fixed and variable compensation to the members of the Board of Directors holding special offices will be determined by the Board of Directors, after consulting with the Remuneration Committee and the Board of Statutory Auditors, in accordance with the criteria determined by the Remuneration Policy adopted by the Company.
In this regard, it should be noted that the balance between the fixed and variable components of remuneration on the total remuneration package is established having regard to the strategic objectives of the Company, taking into account the characteristics of the Company, providing, however, that the variable part should represent a significant part of the total remuneration.
On May 13, 2024, the Board of Directors resolved to allocate the aforementioned compensation by awarding each member of the Company's Board of Directors a gross annual compensation of 27,000.00 euros, and resolved to award the Chairman and Chief Executive Officer and the Vice Chairman, as directors holding special offices, pursuant to Article 2389, Paragraph 3 of the Civil Code, a fixed annual compensation - pro rata temporis - of 45,000.00 euros.
In addition, on May 13, 2024 the Board of Directors constituted from among its members the endoconsulting committees required pursuant to applicable laws and regulations and resolved to remunerate the members of each committee as follows:
The amount of compensation payable to members of the Board of Statutory Auditors on an annual basis is determined by the Shareholders' Meeting pursuant to Article 2402 of the Civil Code.
As of the date of this Report, the total compensation of the Board of Statutory Auditors is Euro 94,000.00 gross per annum, broken down as follows: Euro 40,000.00 gross per annum for the Chairman and Euro 27,000.00 gross per annum for each regular auditor.
The remuneration of executives with strategic responsibilities is determined, in accordance with the remuneration policies adopted by the Company, consistent with the duties assigned to them and is composed of a fixed annual component as employee compensation and a variable component.
The fixed component of remuneration is related, primarily, to: (a) professional specialization, (b) organizational role held, (c) responsibilities assumed, and (d) market practice for comparable professional positions.
With particular reference to the determination of the fixed remuneration of directors holding special offices, it is also specified that the Board of Directors shall take into account
(a) of the specific content of the powers delegated to the individual executive directors and/or (b) of the functions and role concretely performed and covered by the individual executive directors within the Company, thereby ensuring that remuneration is consistent with the nature of the tasks assigned to them and with the Company's medium- to long-term objectives, since no risk management policy has been formalized, however.
It should be noted that the proper combination of the fixed and variable components will take into account the application of a short-term incentive system (MBO) as further outlined in Section 3.2.2 below.
Variable compensation is divided into a short-term component (typically annual - MBO System) and a medium- to long-term component, reserved solely for a population of key managers.
The short-term variable component is designed to incentivize the achievement of annual targets set in the Company's budget and in line with the business plan for the reporting year.
The short-term incentive (MBO) plan is based on:
The percentage of short-term variable component is determined by taking into account the weight of the role according to the position weighting methodology adopted, the person's technical, managerial and professional skills, the extent and nature of specific delegated powers assigned, and́ based on market practices.
The theoretical remuneration related MBO may be up to a maximum of 25 percent at target of fixed compensation, depending on both the complexities and responsibilities of the role and the seniority of the recipient.
Recipients of the short-term incentive (MBO) plan include, among others, current executive director Giampaolo Rossini and current nonexecutive director Paolo Bianchi, by virtue of their respective working relationships with the Company and key executive Roberto Giacometti.
In addition, the Board of Directors still reserves the right to award one-time compensation to executive directors and/or the Key Manager in the event of transactions or performance that it deems worthy of additional compensation.
For the sake of completeness, it should be noted that the President and CEO and Vice President of the Company are not among the MBO recipients.
3.2.1.1 Short-term variable compensation of Executive Director Giampaolo Rossini, Non-Executive Director Paolo Bianchi, and Executive with Strategic Responsibilities Roberto Giacometti.
The variable remuneration of Directors Paolo Bianchi and Giampaolo Rossini, for 2025, in their capacities as Unidata employees (Framework Area Bianchi, Executive Rossini) and the variable remuneration of Roberto Giacometti, Strategic Executive, are subject to the achievement of 95% of Group EBITDA ("Access Threshold"). This value is the same for all employees included among MBO recipients.
When the Threshold is exceeded, a payout structured 60% on a quantitative basis and the remaining 40% on a qualitative assessment is applied.
The variable component within the compensation packages offered in Unidata to executive directors and those holding special offices, executives with strategic responsibilities and/or other top individuals in the Group, consists of medium-to-long-term incentives, comprising a share-based incentive plan 2023-2025 (the "Plan"), approved by the Company's Board of Directors on May 24, 2023, with an overall duration of three years from January 1, 2023 to December 31, 2025, and which provides for, on the one , (a) annual financial and ESG targets, the achievement of which will allow each beneficiary, for each year, to obtain up to 25% of the shares allocated to him or her, and, (b) a three-year target correlated to the performance of the stock, the achievement of which will allow each Plan beneficiary to obtain up to 25% of the shares allocated to him or her.
The Plan is directed to:
The Plan also complies with the principles and criteria contained in Article 5 of the Corporate Governance Code and is designed in accordance with best market practices and trends.
This Plan was therefore identified as the most suitable tool for incentivizing top executives to pursue value creation goals.
The Plan consists of the free grant of rights entitling beneficiaries to receive free ordinary shares of the Company's common stock, based on the exercise ratio, upon achievement of certain objectives, financial and ESG in nature.
Each right granted to the beneficiaries will entitle them to receive 1 Unidata ordinary share free of charge under the conditions set forth in the regulations of the Plan itself and at the end of the vesting period equal to 1 year relative to hypothesis of achievement of each Annual Target and each Annual ESG Target, as well as equal to 3 years relative to the hypothesis of achievement of the Three-Year Target, as specified below.
The Plan consists of three cycles, and at the end of each cycle, upon the occurrence of certain conditions, the Board of Directors will review the achievement of objectives. Specifically:
exercise the rights equal to 25 percent of the total rights allocated to it and will be entitled to the allocation of the shares due to it on the basis of the exercise ratio.
For the purposes of the Plan, objectives are articulated as follows:
For the purposes of the exercise of rights and, consequently, the awarding of shares, the objectives will be achieved independently of each other. With respect to the achievement of the performance targets identified in the Plan, in the event of failure to achieve the threshold performance in relation to a particular target, the rights referable to that target will be forfeited and the recipient will not be entitled to be awarded the relevant shares.
This is without prejudice to the fact that the Company's Board of Directors, if it deems at its own discretion and unquestionable judgment that special circumstances exist and having heard the opinion of Remuneration Committee, may still allow the exercise, in whole or in part, of the rights assigned even in the event of failure to achieve the objectives.
On March 20, 2025, the Board of Directors approved the consolidated financial statements for the year ending December 31, 2024, and also reviewed the Annual Goal and the Annual ESG Goal.
For completeness, it should be noted that with regard to the 2025 Vesting period, the list of Plan beneficiaries has been updated due to changes in the Company's organizational structure.
The Plan includes so-called "claw-back" clauses pursuant to which, in particular, the Company reserves the unilateral right to obtain the revocation, even partial, of the rights not yet exercised, or the return of the shares allotted following the exercise of the rights, net of any and all taxation suffered by the beneficiary, or if the shares had already been sold, the return of the net gain obtained.
The beneficiaries will be required to continuously hold, for a period of 24 months following each share grant date (the "Holding Period"), a number of shares at least equal to 50 percent of the shares granted from time to time following the exercise of rights.
Non-monetary benefits standard with respect to the office and role held (e.g., cell phone, car, computer) may be provided to executive directors and key management personnel.
As of the date of the report, there are no plans to award or recognize any special compensation or other benefits to Directors and any Executives with strategic responsibilities who are terminated from office or for whom early termination of employment has occurred. It also constitutes a Company policy not to enter into any agreements with Directors and Managers with strategic responsibilities that regulate ex ante the economic aspects pertaining to the possible early termination of the relationship, whether at the initiative of the Company or the individual.
In case of termination of the existing relationship with the Company for reasons other than just cause, the orientation is to seek agreements for the "termination" of the relationship in a consensual manner. Without prejudice, in any case, to legal and/or contractual obligations, agreements for the termination of the relationship with the Company are inspired by the relevant benchmarks, within the limits defined by case law and practices.
Regarding the management of early termination agreements with its directors, the other Group companies also adhere to these criteria.
With respect to the Plan, in the event of the termination of the existing employment and/or administrative relationship between the individual beneficiary and Unidata or one of the Group companies (the "Relationship") prior to the grant date or otherwise prior to the delivery of the shares for each cycle of the Plan and unless otherwise determined by the Board of Directors in a more favorable sense for the beneficiaries:
In case of termination of the Relationship as a result of a good leaver hypothesis:
In the event of a transfer of the Relationship to another Group company and/or in the event of termination of the Relationship and simultaneous establishment of a new Relationship within the Group, again as a beneficiary, the same will retain, mutatis mutandis, any right attributed to it the Plan.
Having acknowledged in advance that there is no social security or pension coverage other than compulsory coverage, it should be noted that there is an insurance policy in place for third-party liability of Directors, Statutory Auditors and Executives in the performance of their duties (so-called "Directors & Officers Liability"), valid for the Company and its subsidiaries.
The remuneration of independent directors is not linked to the economic results achieved by the Company and/or the Group and is represented by a fixed component approved by the Shareholders' Meeting, as well as a fixed component approved by the Board of Directors for participation in endocommittees and, in particular, as of date of this report:
For the rules governing the remuneration policy followed for directors holding special offices, please refer to what has already been indicated in Section 2 above.
The Remuneration Policy has been defined by the Company without using the remuneration policies of other companies as a reference. Remuneration levels and pay-mix are determined in accordance with the principles and purposes of the Policies and in consideration of market benchmarks.
to Article 123-ter, paragraph 3-bis, of the TUF and Article 84-quater, paragraph 2-bis, letter c) of the Issuers' Regulations, provision is made for the possibility of temporary derogation from the Policy described in this Section I of the Report upon the occurrence of exceptional circumstances by which is meant those situations in which derogation from the Policy is necessary for the purpose of pursuing the long-term interests and sustainability of the Company as a whole or to ensure its ability to stand on the market, such as, for example, (i) the occurrence, at
national or international level, of extraordinary and unforeseeable events concerning the Group or the sectors and/or markets in which it operates, which could significantly affect the Group's results; (ii) the intervention of substantial changes in the organization of business activities, both of an objective nature (such as extraordinary transactions, mergers, divestitures, etc.) and of a subjective nature, such as changes in the top management team.
Elements of the Policy for which, under exceptional circumstances, exceptions may be made for temporally defined periods may include:
With regard to the procedures under which the waiver may be applied, any waiver of the Policy must be approved by the Board of Directors, after hearing the opinion of Compensation Committee and the possible assistance of independent third parties, subject to provisions of Consob Regulation No. 17221 of March 12, 2010 on related party transactions and the procedure adopted by the Company on related party transactions, where applicable.
The resolution of the Board of Directors shall determine the duration of this waiver and the specific elements of the Policy that are waived, subject to the above.
The amount of compensation payable to members of the Board of Statutory Auditors on an annual basis is determined by the Shareholders' Meeting pursuant to Article 2402 of the Civil Code.
The compensation for members of the Board of Directors, the Board of Statutory Auditors, as well as key management personnel with reference to the fiscal year ending December 31, 2024, is shown below.
The compensation paid is consistent with the Company's compensation policy approved by the Board of Directors at its meeting on April 10, 2024 and by the Shareholders' Meeting on May 10, 2024.
On May 10, 2024, the Shareholders' Meeting resolved to set the total gross annual remuneration for the Board of Directors at a total of 400,000.00 euros for each year of their term of office, giving a mandate to the Board of Directors itself in relation to the division of this emolument among the directors.
On May 13, 2024, the Board of Directors, in consultation with the Board of Statutory Auditors, resolved to divide the above emolument as follows:
In accordance with the above, with reference to fiscal year 2024, the members of the Board of Directors were paid the following gross annual compensation in addition to reimbursement of expenses incurred in the performance of their duties:
Euro 69,111 for President Renato Brunetti;
69,111 euros for vice president Marcello Vispi
In addition, on May 13, 2024 the Board of Directors constituted from among its members the endoconsulting committees required pursuant to applicable laws and regulations and resolved to remunerate the members of each committee as follows:
Regarding participation in endoconsiliar committees during FY2024, the following gross compensation was paid:
On September 12, 2023, the Board of Directors identified executive directors such as Board Chairman Renato Brunetti, Board Vice Chairman Marcello Vispi, executive director Giampaolo Rossini, and non-executive director Paolo Bianchi as beneficiaries of the Plan.
As of the date of approval of this Report, the following rights have been granted to the aforementioned beneficiaries:
On March 20, 2025, at the time of approving the consolidated financial statements for the year ended December 31, 2024, the Board of Directors summarized the achievement of the Annual Target and the Annual ESG Target for the second cycle of the Plan (lasting from January 1, 2024 to December 31, 2024), noting that in view of the achievement of the threshold performance of the Annual Target and the Annual ESG Target, the beneficiaries have accrued the right to exercise the number of rights related to the Annual Target and the Annual ESG Target.
For detailed information about the Plan, including how the variable component of compensation contributes to the Company's long-term results, see Section I, Paragraph 3 "Components of Compensation," well as Table 3A below.
In addition, the Board of Directors accounted for the achievement of the MBO-related EBITDA target, noting how, in view of the achievement of the EBITDA threshold performance target, the recipients had access to their MBO target goals, which were subsequently verified by the relevant departments of the Company with reference to each MBO recipient.
In line with market practices, certain benefits have been provided in favor of directors, including forms of welfare insurance coverage as well as more generally standard nonmonetary benefits (e.g., cell phone, computer).
On May 10, 2024, the Shareholders' Meeting resolved to set the total gross annual remuneration for the Board of Statutory Auditors at a total of EUR 94,000.00 for each year of office, broken down as follows: EUR 40,000.00 gross annual remuneration for the Chairman and EUR 27,000.00 gross annual remuneration for each statutory auditor.
In accordance with the above, with reference to the fiscal year 2024, the members of the Board of Statutory Auditors were paid the following gross annual compensation:
Alternate auditors received no remuneration.
Roberto Giacometti as an executive with strategic responsibilities as well as the Company's Executive in Charge receives a fixed annual gross compensation of 174,200.00 euros; a variable compensation (MBO) of up to 20% of the RAL.
In addition to the above, among the beneficiaries of the Plan, the Board of Directors also identified Mr. Giacometti as an Executive with Strategic Responsibilities of the Company.
As of the date of approval of this Report, 10,000 rights have been granted to the aforementioned Strategic Executive
As of the date of this Report, there are no agreements in place between the Issuer and the members its Board of Directors that provide for the payment of indemnities in the event of resignation, dismissal and/or removal without just cause or in any of termination of employment following a takeover bid.
There were no exceptions to the remuneration policy FY2024.
In view of the characteristics of the Plan, for the analytical description of which please refer to Section I, Paragraph 3 "Components of Remuneration" of this Report, no ex-post correction mechanisms of the variable component of the remuneration of the recipients of the Plan were applied during the year 2024.
| Board of Directors |
2024 | 2023 |
|---|---|---|
| Renato Brunetti | 69.111 | 63.999,96 |
| Marcello Vispi | 69.111 | 63.999,96 |
| Paul Bianchi | 24.472 | 20.000,00 |
| Giampaolo Rossini | 24.472 | 20.000,00 |
| Maurizio Tucci | 17.250 | - |
| Barbara Ricciardi | 24.472 | 26.815,00 | ||
|---|---|---|---|---|
| Alessandra Bucci |
24.472 | 25.833,00 | ||
| Stefania Argentieri Feather | 24.472 | 19.375,00 | ||
| Luca Annibaletti |
17.250 | - | ||
| Stephen Ciurli | - | 14.375,00 | ||
| Michela Colli | - | 10.000,00 | ||
| Board of Auditors | 2024 | 2023 | ||
| Pierluigi Scibetta |
32.841 | 20.000,00 | ||
| Antonia Coppola |
20.915 | 10.000,00 | ||
| Luca Damiani |
- | 5.556,00 | ||
| Rizzi Luigi |
20.915 | 3.156,63 |
| 2024 | 2023 | %change | |
|---|---|---|---|
| Total revenue |
101.307.446 | 100.743.020 | 0,56 % |
| Gross margin (Ebitda) | 27.007.848 | 24.082.904 | 10,83 % |
| Operating income (Ebit) | 15.934.874 | 13.684.904 | 14,12 % |
| Result for the year |
9.370.800 | 8.080.432 | 13,77 % |
| 2024 | 2023 | |
|---|---|---|
| Change | 39.€ | 39.€ |
At Annual General Meeting of Shareholders held on May 10, 2024, there were no shareholder evaluations in relation to Section II of the Remuneration Report on compensation paid in fiscal year 2023, which was approved by the affirmative vote of 97.87% of the shareholders present at the meeting.
***
The compensation paid in fiscal year 2024 for any reason and in any form by the Company in favor of the management and supervisory bodies, as well as, in aggregate form, for executives with strategic responsibilities is shown below.
The information in Tables 1, 2, 3A and 3B is provided separately with reference to positions in the Company and for any positions held in listed and unlisted subsidiaries and affiliates.
This includes all individuals who during the fiscal year served, even for a fraction of the period, as a member of the board of directors and control body, general manager or manager with strategic responsibilities.
The following table shows the remuneration referring to fiscal year 2024, identified on an accrual basis, due to the members of the Board of Directors and the Board of Statutory Auditors, general managers and executives with strategic responsibilities, in accordance with the provisions of Annex 3A, Schedule 7-bis, of the Issuers' Regulations.
This includes all individuals who held the above positions during fiscal year, even for a fraction of a year.
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First and last name |
Charge | Period for which the office was held |
Expiration of term of office |
Fixed fees |
Comp enses for the participatio n in committees |
Variable compensationnon equity |
Non monet ary benefi ts |
Other compensa tion |
Total | Fair Value of Equity Compensation |
Allowance for termination of office or dicessation of the relationship of work |
|||
| Bonuses and other incentives (*) |
Profit sharing |
|||||||||||||
| Board of Directors |
||||||||||||||
| Renato Brunetti |
President and executive director |
01.01.24- 31.12.24 |
Assembly approval 2026 budget |
69.€ | 69.€ | |||||||||
| Of which compensation of the Company |
69.€ | 69.€ | ||||||||||||
| Of which compensation from subsidiaries and affiliates |
||||||||||||||
| Marcello Vispi |
Vice president and executive director |
01.01.24- 31.12.24 |
Assembly budget approval 2026 |
69.€ | 69.€ | |||||||||
| Of which compensation of the Company |
69.€ | 69.€ |
| Of which |
compensation | from subsidiaries and |
affiliates | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Giampaolo Rossini |
Executive director |
01.01.24- 31.12.24 |
Assembly budget approval 2026 |
24.€ | 9.000 €+ 24.000 €(*) |
RAL from dip: 120.€ |
177.€ | ||
| Of which compensation |
24.€ | 9.000 €+ 24.000 €(*) |
RAL from dip 120.€ |
177.€ | |||||
| Of which |
compensation from |
||||||||
| Paul Bianchi |
Non-executive | director 01.01.24- 31.12.24 |
Assembly approval 2026 budget |
24.€ | 2.500 €+ 7.000 €(*) |
RAL from dip 42,803 € |
76.€ | ||
| Of which compensation |
24.€ | 2.500 €+ 7.000 €(*) |
RAL from dip 42,803 € |
76.€ | |||||
| Of | which compensation from subsidiaries and affiliates |
||||||||
| Maurizio Tucci |
Non-executive | director 10.05.24 31.12.24 |
Assembly - approval 2026 budget |
17.€ | 17.€ | ||||
| Of which |
compensation of the |
Company | 17.€ | 17.€ | |||||
| Of which |
compensation | from subsidiaries and |
affiliates | ||||||
| Roberto Giacometti |
Of rategic regent St |
01.01.2024 - 31.12.2024 |
Assembly approval budget 2026 |
12.+ 34.000 €(*) |
RAL from dip: 174.€ |
220.€ | |||
| Of which compensation |
12.+ 34.000€(*) |
RAL from dip: 174.€ |
220.€ |
| Of which |
compensation from subsidiaries |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Luca Annibaletti |
Independent director |
- 10.05.24 31.12.24 |
Assembly approval 2026 budget |
17.€ | 5.€ | 22.€ | |||
| Of which compensation |
Company | 17.€ | 5.€ | 22.€ | |||||
| Of which |
compensation from subsidiaries |
||||||||
| Barbara Ricciardi |
Independent director |
- 01.01.24 31.12.24 |
Assembly budget approval 2026 |
24.€ | 12.€ | 36.€ | |||
| Of which compensation |
24.€ | 12.€ | 36.€ | ||||||
| Of which compensation from subsidiaries and affiliates |
|||||||||
| Alessandra Bucci |
Independent director |
- 01.01.24 31.12.24 |
Assembly budget approval 2026 |
24.€ | 13.€ | 38.€ | |||
| Of which compensation |
of the Company |
24.€ | 13.€ | 38.€ | |||||
| Of which |
compensation from subsidiaries |
||||||||
| Stefania Argentieri Feather |
Independent director |
- 01.01.24 31.12.24 |
Assembly budget approval 2026 |
24.€ | 10.€ | 34.€ | |||
| Of which compensation |
24.€ | 10.€ | 34.€ |
| Of which |
compensation from |
subsidiaries and |
affiliates | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) | Compensation in the reporting |
company. | ||||||||||
| (II) Compensation |
from subsidiaries and affiliates |
|||||||||||
| (III) Total |
||||||||||||
| Board of Auditors |
||||||||||||
| Pierluigi Scibetta (*) |
President | - 01.01.24 31.12.24 |
Assembly approval of budget 2025 |
32,841 Euros |
- | - | - | - | - | 32,841 Euros |
- | - |
| Of which compensation |
32,841 Euros |
- | - | - | - | - | 32,841 Euros |
- | - | |||
| Of which |
compensation from |
subsidiaries and |
affiliates | - | - | - | - | - | - | - | - | - |
| Antonia Coppola (*) |
Acting auditor |
- 01.01.24 31.12.24 |
Assembly approval of budget 2025 |
20,915 Euros |
- | - | - | - | - | 20,915 Euros |
- | - |
| Of which compensation |
20,915 Euros |
- | - | - | - | - | 20,915 Euros |
- | - | |||
| Of | which compensation from subsidiaries and affiliates - |
- | - | - | - | - | - | - | ||||
| Luigi Rizzi (*) |
Acting auditor |
01.01.24 - 31.12.24 |
Assembly approval budget |
20,915 Euros |
- | - | -- | - | - | 20,915 Euros |
| 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Of which compensation |
of the Company |
20,915 Euros |
- | - | -- | - | - | 20,915 Euros |
||||
| Of which |
compensation from |
subsidiaries and |
affiliates | 0 - - - - - - |
||||||||
| (I) Compensation |
in the reporting company. |
- | - | - | - | - | - | - | - | |||
| (II) Compensation |
from subsidiaries and affiliates |
- | - | - | - | - | - | - | - | - | ||
| (III) Total |
- | - | - | - | - | - | - | - |
(*) This amount represents the MBO awarded if 100% of the defined goals are achieved. Consequently, it is intended as the maximum payable.
There are no stock-option plans for members of the board of directors and other executives with strategic responsibilities and, therefore, the relevant table is not shown.
TABLE 3A - Incentive plans based on financial instruments, other than stock options, favor of members of the Administration, general managers and other executives with strategic responsibilities
| Financial instruments allocated in the non-vested previous years in the course of the exercise |
Instruments | financial | assigned in |
course of the year |
Financial instruments vested in the course of the financial year and not attributed |
Financial instruments vested during the year and attributable |
Accrual financial instruments of the exercise |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) |
| First name a ndlast name |
Uploa d to |
Plan | Number and type of financial instruments |
Vesting period |
Number and type financial distruments |
Fair value at date of allocation |
Vesting period |
Assignment date |
Market price at allotment |
Number and type of financial instruments |
Number and type of financial instrument s |
Value at date of accrual |
Fair value |
| Renato Brunetti |
Presi dent e |
Plan of Incentives one on base stock 2023- 2025 |
n. 11.000 rights correspondi ng to n. 11.000 actions Unidata |
Annual (2023, 2024, 2025) e Triennial (2023- 2025) |
15.500 Rights corresponds to n. 15.500 Actions Unidata |
4,41 | 2023 - 2024-2025 |
12 September 2023 |
4,41 | - | 2.500 Rights corresponds to n. 2.500 Actions Unidata |
2,98 | 2,98 |
| Marcello Vispi |
Deput y - Presi dent e |
Plan of Incentives one on sharehol der base 2023- 2025 |
n. 11.000 rights correspond entities to no. 11,000 actions Unidata |
Annual (2023, 2024, 2025) e Triennial (2023- 2025) |
15.500 Rights corresponds to n. 15.500 Actions Unidata |
4,41 | 2023 - 2024-2025 |
12 September 2023 |
4,41 | - | 2.500 Rights corresponds to n. 2.500 Actions Unidata |
2,98 | 2,98 |
| Giampaol or Rossini |
Amm inistr atore |
Plan of Incentives one on base stock 2023- 2025 |
n. 5.500 rights correspondi ng to n. 5.500 actions Unidata |
Annual (2023, 2024, 2025) e Triennial (2023- 2025) |
7.750 Rights corresponds to n. 7.750 Actions Unidata |
4.41 | 2023 - 2024-2025 |
12 September 2023 |
4.41 | - | 1.250 Rights corresponds to n. 1.250 Actions Unidata |
2,98 | 2,98 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Paul Bianchi |
Adm inistr ator |
Plan of Incentives one on sharehol der base 2023- 2025 |
n. 5.500 rights correspond entities to no. 5,500 actions Unidata |
Annual (2023, 2024, 2025) e Triennial (2023- 2025) |
7.750 Rights corresponds to n. 7.750 Actions Unidata |
4.41 | 2023 - 2024-2025 |
12 September 2023 |
4.41 | - | 1.250 Rights corresponds to n. 1.250 Actions Unidata |
2,98 | 2,98 |
| No. 1 Executive strategic |
CFO | Plan of Incentives one on base stock 2023- 2025 |
n. 5.500 rights correspondi ng to n. 5.500 actions Unidata |
Annual (2023, 2024, 2025) e Triennial (2023- 2025) |
7.750 Rights corresponds to n. 7.750 Actions Unidata |
4.41 | 2023 - 2024-2025 |
12 September 2023 |
4.41 | - | 1.250 Rights corresponds to n. 1.250 Actions Unidata |
2,98 | 2,98 |
| (I) Compensation Unidata |
in | Floor A (date related resolution) |
|||||||||||
| Plan B (date related resolution) |
|||||||||||||
| Plan C (date related resolution) |
| (II) Compensation from check linked |
Floor A e (date related resolution) |
||||||
|---|---|---|---|---|---|---|---|
| Plan B (date related resolution) |
|||||||
| (III) Total | n. 38.500 rights correspond entities a n. 38.500 actions Unidata |
54.250 Rights corresponding 54,250 Unidata shares |
8,750 Rights correspondent i to no. 8,750 Actions Unidata |
There are no monetary incentive plans for members of the board of directors, general managers and other executives with strategic responsibilities and, therefore, the relevant table is not shown.
SCHEDULE No. 7-TER - Outline regarding information on the shareholdings of members of management and supervisory bodies, general managers and other executives with strategic responsibilities
TABLE 1: Holdings of members of the governing and supervisory bodies and general managers
| SURNAME AND FIRST NAME. |
CHARGE | INVESTEE COMPANY |
NUMBER OF SHARES HELD AT THE END OF THE FISCAL YEAR PREVIOUS |
NUMBER OF SHARES PURCHASED |
NUMBER OF SHARES SOLD |
NUMBER OF SHARES HELD AT THE END OF THE FISCAL YEAR IN PROGRESS |
|---|---|---|---|---|---|---|
| Renato Brunetti |
President a ndexecutive director |
Unidata | 612.000 | - | - | 612.000 |
| Rossini Giampaolo |
Executive director |
Unidata | 501.237 | - | - | 430.867 |
| Marcello Vispi |
Executive director |
Unidata | 602.000 | - | - | 602.000 |
| Paul Bianchi |
Non-executive director |
Unidata | 1.500 | - | - | 1.500 |
| Tucci Maurizio |
Non-executive director |
Unidata | - | - | - | - |
|---|---|---|---|---|---|---|
| Barbara Ricciardi |
Independent director |
- | - | - | - | - |
| Alessandra Bucci |
Independent director |
- | - | - | - | - |
| Stefania Argentieri Feather |
Independent director |
- | - | - | - | - |
| Luca Annibaletti |
Independent director |
- | - | - | - | - |
| Pierluigi Scibetta |
President | - | - | - | - | - |
| Coppola Antonia |
Acting auditor |
- | - | - | - | - |
| Rizzi Luigi |
Acting auditor |
- | - | - | - | - |
|---|---|---|---|---|---|---|
TABLE 2: Holdings of other executives with strategic responsibility.
| NUMBER DIRECTORS WITH RESPONSIBILITY STRATEGIC |
SOCIETY. PARTICIPATION |
NUMBER OF SHARES HELD AT THE END OF THE FISCAL YEAR PREVIOUS |
NUMBER OF SHARES PURCHASED |
NUMBER OF SHARES SOLD |
AT THE NUMBER OF SHARES HELD END OF THE FISCAL YEAR IN PROGRESS |
|---|---|---|---|---|---|
| 1 | Unidata | 1.000 | - | - | 1.000 |
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