Published by Global Banking & Finance Review®
Posted on March 25, 2026
2 min readLast updated: March 25, 2026
Add as preferred source on GoogleGovernance advisor ISS has urged shareholders to reject UniCredit’s 2025 pay report at the March 31 meeting, citing concerns about excessive CEO Andrea Orcel compensation and retroactive increases to deferred pay.
MILAN, March 25 (Reuters) - Governance firm Institutional Shareholder Services (ISS) has advised UniCredit shareholders to vote against the Italian bank's 2025 remuneration report at its March 31 general meeting, a document seen by Reuters showed.
The report sets out how UniCredit applied its pay policy in 2025.
"The 2026 remuneration policy and incentive system introduce some improvements and, overall, form an acceptable framework," ISS said in its paper for investors.
"However, the scale of the CEO's total pay opportunity remains problematic," it added, saying the package "may not be fully supported by performance conditions of commensurate rigor, most notably within the long-term component of the incentive system."
ISS said the bank's strong financial performance and high investor returns currently mitigate these concerns.
UniCredit CEO Andrea Orcel's 2025 compensation totalled 38 million euros ($44 million), including deferred pay, ISS calculated. That was largely due to a 28.6-million-euro deferred portion of Orcel's 2022 variable pay, which was subject to a three-year performance review over 2023-2025.
"While the exceptional share price appreciation over the period should be acknowledged, questions arise from the company's decision to increase this deferred portion by an additional 30% after the performance period," ISS said.
The increase was achieved by adding 2022 social security contributions, legal end-of-employment indemnities and benefits to the base used to determine the variable compensation, which European Union rules cap at twice fixed pay.
"Such retroactive adjustments raise concern," ISS said.
The adviser also recommended rejecting the proposed issuance of new shares for the 2022 group incentive system.
($1 = 0.8628 euros)
(Reporting by Valentina Za. Editing by Gianluca Semeraro and Mark Potter)
ISS cited concerns over the scale of the CEO’s total pay opportunity and whether it is fully tied to rigorous performance conditions.
Andrea Orcel's 2025 compensation totalled 38 million euros ($44 million), largely from deferred variable pay.
ISS questioned retroactive adjustments to deferred pay and the rigor of performance requirements tied to the incentive system.
ISS noted that the 2026 remuneration policy and incentive system show improvements and form an acceptable framework overall.
ISS recommended rejecting UniCredit's proposed issuance of new shares for the 2022 group incentive system.
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