Remuneration policy

Our remuneration policy, which is updated on a regular basis to reflect changes in the Italian and European regulations, allows us to attract and retain the professionals we need for our Group to grow.

New Group Remuneration Policy

At the Annual General Meeting held on 14 April 2026, shareholders approved the new Group Remuneration Policy, which, aligned with the most recent changes in the Italian and European regulatory framework, reflects enhanced remuneration governance, criteria and processes.

Compared to the previous version, the new Mediobanca Group Remuneration Policy, reflects:

  • The changes in corporate governance, following Mediobanca’s inclusion as part of the Monte dei Paschi di Siena Group, with the Mediobanca Staff Remuneration Policy reflecting that of Banca Monte Paschi di Siena, to which reference should be made for the guiding principles and for consistency of approach;
  • The need to harmonize processes between the Parent Company, sub-holding company Mediobanca, and the Mediobanca subsidiaries in the application of the Bank of  Italy’s Supervisory Instructions on remuneration and incentivization to banking groups;
  • The need to align remuneration strategy, practice and internal procedures, taking into account the specific features of the different businesses covered and the transitional nature of the period concerned, where compatible with the changing scenario and without prejudice to the need for full alignment with the regulatory framework.

Compared to the previous version, the new Staff Remuneration Policy of Mediobanca and its subsidiaries:

  • Aligns the governance of the main processes provided by the regulations, with reference in particular to the policy for identifying the most relevant staff, the assessment of gateways at the level of Parent Company, sub-holding companies and subsidiaries for accessing the incentivization system, and making the incentivization curve for evaluation of the CEO’s performance consistent with the methodologies adopted at Parent Company level;
  • Lays down the quantitative rules for the gateways triggering the payment of variable remuneration, consistent with the revised version of the Risk Appetite Framework, and strengthening the alignment between risks, the Bank’s performance, and the remuneration and incentivization systems;
  • Makes provision for processes that will enable the pay mix to be managed in changing scenarios, such as the possible adoption of future Long-Term Incentive Plans by Mediobanca and/or the Parent Company to be assigned individually to employees of Mediobanca and its subsidiaries;
  • Continues the disclosure of policies, processes and metrics adopted in relation to the Gender Pay Gap, Equal Pay Gap and Adjusted Pay Gap with quantitative and qualitative information provided regarding the positioning of Mediobanca and its divisions in this area, with a view to progressive alignment with the requirements of the Pay Transparency Directive shortly to be introduced to the Italian regulatory framework.
  • Enhances the disclosure provided in order to ensure increasing transparency and clarity of exposure. 

In line with the past, the Policy:

  • Highlights the links between remuneration policy, corporate sustainability and ESG objectives;
  • Is aligned with the applicable regulations;
  • Enables the areas which create value, including in corporate social responsibility terms, to be suitably rewarded based on objective performance criteria;
  • Allows Mediobanca and its subsidiaries to attract and retain professionals with the appropriate skills for their needs;
  • Is aligned with the policies adopted by other leading Italian and international operators.

A cap on variable remuneration continues to be adopted, set at 200% of fixed remuneration, with the exception of beneficiaries working for companies subject to other sector regulations (such as asset management or investment companies), for whom different limits are set.

Cap on variable remuneration set at 200% of fixed remuneration

As provided by the European Capital Requirements Directive (CRD) on capital requirements for banks, we have set a cap on variable remuneration at 200% of fixed remuneration.
This enables us to:

  • Maintain flexibility and minimize fixed costs;
  • Align interests and encourage the achievement of sustainable results;
  • Attract and retain talented staff in a competitive market scenario;
  • Reward performances, and link individual performance to the Bank’s results.

Payment of bonuses is subject to specific indicators known as “gateways” being met. Individual bonuses are based on documented assessment of quantitative and qualitative performances, with particular attention being focused on compliance issues.

Exceptions to this cap (up to 6:1) are permitted for persons working in Asset Management and staff employed by companies subject to different sector regulations, for which different limits are set.

FY as at 31 December 2025

All gateways for payment of variable remuneration were met:

  • Capital and liquidity ratios confirmed, as defined in the Risk Appetite Framework;
  • Operating profit delivered at Group level;
  • For the CEO, variable short-term remuneration for the period ended 31 December 2025 pro rata to the period actually worked (from 28 October 2025 to 31 December 2025)..

Remunerations policy neutrality

The Group Remuneration Policy reflects neutrality principles to ensure equal treatment regardless of gender or any other form of diversity, basing evaluation and remuneration criteria exclusively on merit and professional ability. The Group is committed to offering remuneration in line with the market, reflecting every employee’s role, capabilities, contribution to the company’s performance measured objectively, professional skills and experience, and so guaranteeing that the principle of equal opportunities is applied in practice.

The Mediobanca Group pursues the objective of balance between genders at all levels of the company, focusing in particular on senior and management positions where the gender gap is most felt. In every announcement made for selection processes, all candidates in possession of the requisite professional qualifications and/or experiences are encouraged to apply. The same principle applies to the evaluation process for opportunities arising within each individual Group Legal Entity (transfers between organizational units) or within the Group (intra-Group transfers).

In its regular review of the policies in force, the Board of Directors, with the Remunerations Committee’s support and the Sustainability Committee’s involvement, analyses the Group Remuneration Policy from a gender neutrality perspective, monitoring the gender pay gap and its development over time.

See also the Mediobanca Group Human Resource Management Policy.

Download the most recent Group Staff Remuneration Report