In order to allow an immediate and exhaustive understanding, the main elements and features of the remuneration packages of the Chief Executive Officer, the Executive Directors and Managers with Strategic Responsibilities (MSR) of Prysmian are summarized in the following table.
PURPOSE:
It rewards the role held to ensure an adequate and competitive fixed remuneration
MAIN CHARACTERISTICS:
It is defined in line with the complexity and responsibilities of the role.
It is set based on internal equity, to guarantee a proper amount with respect to comparable positions and the external market, to support an appropriate level of competitiveness.
It takes into account the individual performance monitored over a long-term period.
AMOUNTS:
PURPOSE:
It rewards the annual performance on the basis of objective and measurable indicators.
MAIN CHARACTERISTICS:
It is linked to pre-set annual performance objectives
2024 MBO main key performance indicators:
Incentive Cap - envisaged for all participants
Deferral - 50% of the vested amount is deferred and paid as Deferred Shares and Matching Shares as part of the 2023-2025 GROW Plan
AMOUNTS:
CEO: 80-120% of fixed remuneration (target-maximum)
Executive Directors/MSRs: 50-75% of fixed remuneration (target-maximum)
PURPOSE:
It rewards the medium-term performance on the basis of 3-year objectives
It fosters the alignment of interests towards sustainable value creation in the mid to long-term, reinforcing the retention of key personnel
MAIN CHARACTERISTICS:
LTI Plan consists of two components:
Maximum number of shares to be allocated - the maximum number of shares that can be allocated for each participant and to the entire Plan is established
1. Performance Shares
Free shares granted subject to achieving performance conditions
Vesting – 3 years (2023-2025)
Performance conditions
Lock-up - 2-year period for a portion of the shares granted as Performance Shares
2. Deferred Shares and Matching Shares
2.1 Deferred Shares
Free and deferred allocation in shares of 50% of the amount accrued under the 2023, 2024 and 2025 MBO Plans
2.2 Matching Shares
Awarding, for each Deferred Share granted, of an additional 0.5 free share; for CEO and Top Management, the Matching Share component is subject to the fulfilment of the ESG performance
AMOUNTS:
Performance shares
CEO: 300-450% of fixed remuneration over 3 years (target-maximum)
Executive Directors/MSR: 200-300% of fixed pay over 3 years (target-maximum)
Deferred shares
CEO/Executive Directors/ MSRs: 50% of the deferred incentive, paid out in shares
PURPOSE:
The RES Plan is a cash plan intended for a maximum of 20 key personnel within the Transmission segment, formerly Projects division.
It is tied to predetermined four-year performance and execution goals with an ON-OFF threshold of cumulative Segment Adjusted EBITDA.
Key performance indicators:
* Take over by the customer of the projects
* Realisation of manufacturing investments
* New product pipeline development
* EBITDA % of Sales
AMOUNTS:
No Executive Director participates in the Plan
MSRs: max 37.5% fixed remuneration per year
PURPOSE:
It supports the recruitment and retention of key personnel
MAIN CHARACTERISTICS:
Severance for the end of the office term or termination of employment relationship under specific individual agreements
Amount not higher than 24 months’ fixed remuneration, in compliance with local laws and contracts. Starting from 2024 agreements, the sum of the severance indemnity and the Non-competition Agreement cannot exceed 24 months of fixed and actual short-term variable remuneration in any case, through the application of a specific clause.
AMOUNTS:
CEO: 24 months’ fixed remuneration
Executive Directors/MSR: If envisaged, max 24 months’ fixed remuneration
PURPOSE:
They protect the company’s interests following the exit of key personnel
MAIN CHARACTERISTICS:
Specific individual agreements in relation to the duration and extent of the limitation
AMOUNTS:
CEO: 3 years; 40% of fixed remuneration per year of duration of the agreement
Executive Directors/MSR: if envisaged, with variable duration based on the regulatory framework and with maximum remuneration equal to a percentage of fixed remuneration per year of validity of the agreement
PURPOSE:
They supplement social security and contractual benefits in a total reward perspective
MAIN CHARACTERISTICS:
Social security and insurance coverage; company car
PURPOSE:
They contribute to the alignment of interests between key personnel and shareholders in the long term
MAIN CHARACTERISTICS:
Requirement to meet a minimum holding of Prysmian shares throughout the entire term of office.
AMOUNTS:
CEO: 3x the fixed remuneration
Executive Directors/MSR: 1.5x the fixed remuneration
The Group’s MBO Plan, extended to approximately 2,800 managers and key personnel at global level, generally includes four types of objectives connected to income and cash generation, ROCE and/or costs/efficiencies management (or other specific objectives relating to each company function) and sustainability/ESG.
The Plan provides for an access condition structured in line with the 2024 guidance and applied to all participants in the incentive scheme. If at least the threshold level of the access condition is not reached, the scheme is not activated and no incentives are paid.
The incentive amount is calculated as follows:
For the 2024 financial year, the MBO scorecard of the CFO is the same as the CEO’s. For the other MSRs, the Adjusted EBITDA objective is related to the Segment and the third objective is represented by Fixed Costs, thus limiting the risk of overlap of targets between short-term and long-term incentive plans.
| - | KPI | Weight | Target | Max |
|---|---|---|---|---|
| SAFETY | Safety Assessment plan | 33% | 2.5 | 3.75 |
| GENDER BALANCE | % of women hired - Desk Workers | 33% | 47% | 49% |
| ENVIRONMENT | % of recycled content (PE Jackets & Copper) | 33% | 13% | 14.5% |
See table 1 of the Remuneration Policy and compensation paid for further details/notes
| Full Name & Office | Fixed Pay | Fees for participation in Committees | Variable non-equity pay | Non-monetary benefits | Total |
|---|---|---|---|---|---|
| Claudio De Conto - Chairman of the Board of Directors | 195,000 | 35,000 | - | - | 230,000 |
| Valerio Battista - CEO | 1,100,000 | - | 470,177 | 2,758 | 1,572,935 |
| Massimo Battaini - Executive Director | 950,000 | - | 404,280 | 17,488 | 1,371,767 |
| Pier Francesco Facchini - Executive Director | 630,000 | - | 224,613 | 15,909 | 870,522 |
| Paolo Amato - Director | 65,000 | 35,000 | - | - | 100,000 |
| Francesco Gori - Director | 65,000 | 35,000 | - | - | 100,000 |
| Mimi Kung - Director | 65,000 | 35,000 | - | - | 100,000 |
| Maria Letizia Mariani - Director | 65,000 | 35,000 | - | - | 100,000 |
| Roberto Capone - Standing Auditor | 50,000 | - | - | - | 50,000 |
| Laura Gualtieri - Standing Auditor | 50,000 | - | - | - | 50,000 |
| Stefano Sarubbi - Chairman of the Board of Statutory Auditors | 75,000 | - | - | - | 75,000 |
| Jaska de Bakker - Director | 65,000 | 35,000 | - | - | 100,000 |
| Ines Kolmsee - Director | 65,000 | 35,000 | - | - | 100,000 |
| Tarak Mehta - Director | 65,000 | 35,000 | - | - | 100,000 |
| Annalisa Stupenengo - Director | 65,000 | 35,000 | - | - | 100,000 |
| Managers with Strategic Responsibilities - 3 job-holders | 1,834,842 | - | 668,351 | 265,580 | 2,867,918 |
See Scheme 7-ter, table 1 and 2 of the Remuneration Policy and compensation paid for further details/notes
| Full Name & Office | Investee company | Number of shares owned at the end of the previous financial year | Number of shares purchased / assigned | Number of shares sold | Number of shares owned at the end of the current financial year |
|---|---|---|---|---|---|
| Claudio De Conto - Chairman of the Board of Directors | - | - | - | - | - |
| Valerio Battista - CEO | Prysmian S.p.A. | 4,088.238 | 339,743 | 145,982 | 4,281,999 |
| Massimo Battaini - Director & COO | Prysmian S.p.A. | 248,341 | 239,090 | 87,431 | 400,000 |
| Pier Francesco Facchini - Director & CFO | Prysmian S.p.A. | 290,567 | - | - | 290,567 |
| Paolo Amato - Director | - | - | - | - | - |
| Francesco Gori - Director | - | - | - | - | - |
| Mimi Kung - Director | - | - | - | - | - |
| Maria Letizia Mariani - Director | - | - | - | - | - |
| Laura Gualtieri - Standing Auditor | - | - | - | - | - |
| Jaska de Bakker - Director | Prysmian S.p.A | - | 650 | - | 650 |
| Ines Kolmsee - Director | Prysmian S.p.A. | 220 | - | - | 220 |
| Tarak Mehta - Director | - | - | - | - | - |
| Annalisa Stupenengo - Director | - | - | - | - | - |
| Stefano Sarubbi - Chairman of Board of Statutory Auditors | - | - | - | - | - |
| Roberto Capone - Standing Auditor | - | - | - | - | - |
| Managers with Strategic Responsibilities - 3 people | Prysmian S.p.A. | 86,234 | 342,636 | 154,671 | 274,199 |
