Group CEO
The remuneration of the Group Chief Executive Officer includes a fixed component, a variable component (short-term and long-term incentive), benefits and employee severance indemnity.
Closely related to the 2024-2026 Business Plan, the short and long-term variable components constitute a significant part of the CEO's pay mix in order to recognise and enhance the results achieved in a sustainable manner over time, aligning management behaviour to the corporate strategy, creating value for stakeholders.
Specifically for the new 2024-2026 mandate, the remuneration package of the CEO provides for:
• Fixed remuneration of €800,000 (of which €400,000 Fixed remuneration as Group Chief Executive Officer and
€400,000 fixed gross annual salary for managerial positions assumed as a Company employee);
• Annual variable remuneration paid in monetary form with a maximum opportunity equal to 100% of the fixed remuneration (sum of Gross Annual Salary and Fixed Remuneration) and linked to the Group economic, financial, strategic and ESG objectives.
• Long-term variable remuneration (share-based LTI Plan) which corresponds to a Performance Share plan and provides for multiple three-year share assignment cycles ("rolling plan") and a two-year lock-up period. This plan provides for an entry gate linked to the Group's profitability, and the maximum bonus opportunity is set at 160% of the fixed remuneration (sum of Gross Annual Salary and Fixed Remuneration). The 2024-2026 LTI cycle is linked to economic sustainability and financial growth objectives, share price appreciation, turnover growth and ESG.
It is specified that the CEO may not be the recipient of discretionary one-off payments. If this were to happen, it would be considered a derogation from the Remuneration Policy, permitted only in exceptional circumstances and following the procedure outlined in paragraph 2.2.
Benefits are also provided in line with the reference policies, in addition to D&O (Directors and Officers) insurance coverage.
Annual variable remuneration of the Group CEO (MBO)
Annual variable remuneration: STI\MBO
The Group Chief Executive Officer is a beneficiary of the annual variable incentive plan (MBO) approved by the Board of Directors on the proposal of the Appointments and Remuneration Committee.
The MBO plan provides for an entry gate, below which no MBO payment takes place. It is represented by the achievement of at least 80% of the target value of the Group's EBITDA envisaged in the budget for the reference year.
In line with the Company's strategic drivers focused on profitable growth, technological/digital innovation and transformation, operational excellence, people engagement and the creation of sustainable value, the CEO's MBO includes:
• economic and financial objectives with a weight of at least 75%
• non-financial objectives (strategic and sustainability), predetermined and measurable with a total weight not exceeding 25%
The objectives defined for 2024 are as follows:
• Economic and Financial Objectives: Group EBITDA (weight 20%), Group Free Cash Flow (weight 20%), Cost Reduction Plan (weight 20%), Group Net Income (weight 15%)
• Non-Financial Objectives: Strategic Initiatives\Digital Platform (weight 15%), ESG (weight 10%)
The maximum bonus opportunity is equal to 100% of the total fixed remuneration (sum of Gross Annual Salary and Fixed Remuneration).
The expected target, the minimum value (below or at which the objective is considered not achieved) and the maximum value (beyond which the overperformance is not further remunerated) are defined for each objective.
The pay-out curve is linear based on the percentage of target achievement. Each objective is measured and valued independently from the other objectives.
In the event of extraordinary transactions (“M&A”), on the proposal of the Remuneration Committee and with the positive opinion of the Related Parties Committee, the BoD may update the KPIs to include the M&A finalisation among the relevant priorities. The assessment of the individual contribution actually provided to the above-mentioned extraordinary transactions is always carried out by the BoD, subject to the opinion of the Remuneration Committee.
In any case, the overall annual variable component remains within the maximum level defined by the Policy, equal to 100% of the fixed component of remuneration, including the combined effect of achieving all the Scorecard objectives.
The Company reserves the right, within five years from the date of assignment of the annual variable remuneration and regardless of whether the relationship is still in place or terminated, to ask the CEO to return the bonus (“clawback”), if one of the following cases occurs:
• a beneficiary’s fraudulent behaviour or gross negligence to the detriment of the Group;
• serious and intentional violations of laws, the Code of Ethics and company rules;
• allocation of a bonus based on data which later turns out to be manifestly incorrect or intentionally altered.
If one of the clawback clauses occurs during the performance period and, in any case, before the payment of the bonus, it will be cancelled (malus condition).
Long-term variable remuneration: LTI
The Group Chief Executive Officer is the recipient of a long-term incentive component, assigned in doValue shares, which, if the performance is achieved at the maximum level, can assign 160% of the total fixed remuneration (sum of Gross Annual Salary and Fixed Remuneration) and is related to the achievement of long-term objectives. (“Performance Share”). This remuneration is aimed at:
• incentivising the achievement of strategic performances and the generation of value, encouraging the alignment
of the beneficiaries with the long-term interests of shareholders and the stakeholders;
• promoting the "One-Group culture";
• promoting the attraction and retention of doValue employees as a strategic asset for the Group.
With reference to 2024, a resolution is submitted to the same Shareholders' Meeting called to approve this remuneration policy aimed at adapting the third and final cycle of the 2022-2024 LTI Plan approved at the Shareholders' Meeting of 28 April 2022 to the changes introduced with this remuneration policy.
In particular, the third and final 2024-2026 cycle is characterised by the measurement of results with a three-years time frame, as shown below:
The entry gate envisaged is the Group EBITDA at the end of the vesting period (as at 31 December 2026) no less than 80% of the Group EBITDA defined in the annual (strategic and operational) plan. The number of shares accrued depends on the achievement of the KPIs at the end of each vesting period, provided that the entry gate condition is reached.
The KPIs of the 2024-2026 cycle and the related targets are as follows:
Notes:
(LTI EBITDA: Ordinary Group EBITDA)
(2) Share price appreciation: price adjusted for dividend distributions and other extraordinary transactions on the share capital. It will be considered the average share price of last 30 days of trading of 2026.
(3) REVENUES GROWTH: the objective excludes the effect of any M&A
(4) ESG Sustainability Index: current MSCI rating “AAA”, Sustainalytics “Low Risk, Moody's, Robust”
Any share involved in extraordinary transactions that involve their delisting or a significant reduction of the free float will be replaced with comparable shares, where possible.
For the third 2024-2026 cycle of the 2022-2024 LTI Plan, the long-term incentive KPIs were updated in line with the objectives outlined in the 2024-2026 Business Plan:
• GROUP EBITDA (ordinary): result as at 31.12.2026
• SHARE PRICE APPRECIATION: value of the security at the end of the vesting period
• REVENUE GROWTH: growth in production value over the three-year period (CAGR)
• ESG: People Engagement and Sustainability Indexes
