REMUNERATION

We believe that the remuneration policy is a necessary tool for pursuing the company’s mission and strategy, for promoting long-term interests, for supporting the company’s sustainability journey, and for maintaining high attractiveness for our talents.

The policy aims to attract and motivate resources with the professional qualities required to carry out assignments and fulfill assigned responsibilities, in line with management interests and with the primary objective of creating value for shareholders over a medium-long term horizon.

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STRUCTURE OF THE REMUNERATION OF THE BOARD OF DIRECTORS, EXECUTIVES AND MANAGEMENT

For the company’s top management — Chairman, Chief Executive Officer and General Manager, Executives with Strategic Responsibilities and other Executives with Primary Responsibilities — and for management, the Remuneration Policy is aligned with the model and recommendations of our Corporate Governance Code, whose key principle is fairness.

The remuneration architecture, as defined in the “Report on the Remuneration Policy and Compensation Paid”, uses uniform evaluation criteria, always ensuring gender equality and avoiding any form of discrimination. It also provides for a balanced pay mix between the fixed and variable components. The latter is linked to predetermined and measurable performance objectives, both short and medium-long term, as well as non-monetary benefits.

Fixed remuneration
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Fixed remuneration is designed to adequately compensate the services rendered and is commensurate with the tasks and responsibilities assigned, as well as sufficient to remunerate the services provided in the event that the variable component is not paid. For Directors not holding specific offices, remuneration is limited exclusively to the fixed component as determined by the Shareholders’ Meeting and is not linked in any way to the achievement of performance objectives.
Variable remuneration
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Variable remuneration for the managerial population consists of a short-term annual component (MbO System) and a medium-long term component, reserved for a population of key managers (Long Term Incentive Plan).

• Short-Term Variable Component – The MbO system provides for the assignment of a certain number of predetermined and measurable objectives, reported from time to time in individual forms. The performance objectives on which short-term incentives are conditioned are modulated according to the role and organizational responsibility of the beneficiaries. The assigned objectives are generally selected from the following:

o Group and Division EBITDA

o Group Free Cash Flow

o Business Objectives

o Specific Functional Objectives

o Specific Sustainability Objectives

o Objectives linked to the Industrial Plan

 

• Medium-Long Term Variable Component – The medium-long term Incentive Plan consists of three cycles, each lasting three years, and is based on the allocation to beneficiaries of Fincantieri shares without nominal value, depending on the achievement of specific performance objectives. The incentive payment is conditioned on the achievement of performance objectives:

o of an economic-financial nature (such as EBITDA)

o linked to share performance (such as Total Shareholder’s Return compared to the FTSE Italia All Share Modified Index and an International Peer Group)

o linked to a Sustainability Index (see dedicated paragraph).

Fringe benefits
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Non-monetary benefits complete the remuneration structure for the executive population, with tools aimed at ensuring the best welfare and pension coverage and the provision of additional instruments in line with market best practices:

• Health care: executives and their family members may benefit, for health and medical expenses incurred, from both the coverage provided by the National Collective Labour Agreement (CCNL) and the supplementary company insurance policy.

• Supplementary pension: executives are provided with participation in a collective supplementary pension plan in line with the CCNL.

• Individual insurance coverage: executives benefit from insurance policies covering accidents and occupational and non-occupational illnesses under more favorable conditions than the CCNL.

• Company car for mixed use: according to the current company policy, all executives are provided with a long-term rental car for mixed use. The assigned models can be chosen from a restricted group already defined by the Company.

• Accommodation: in limited cases, the Company provides free accommodation within the limits and according to the procedures of the current company regulations and for a maximum period of 3 years.

Sustainability Elements in Top Management Remuneration
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The new Long Term Incentive Plan 2025-2027, approved by the Shareholders’ Meeting on 14 May 2025, provides, in addition to economic-financial performance objectives and those linked to share performance, also a Sustainability indicator. The latter is linked to the achievement of the targets set by the company’s Sustainability Plan for the reference period. For the first cycle (2025-2027), it has a threshold value equal to the achievement of 75% of the Plan’s objectives and an overperformance in the event of achieving 100% of the objectives.

The LTI Plan is not aimed solely at top management: other key resources identified for incentive and retention purposes are also among the beneficiaries. These may be up to two hierarchical levels below the Chief Executive Officer.

The Plan’s architecture and the definition of objectives are the result of a benchmarking analysis carried out with the support of a leading consulting firm, in order to align the Plan’s structure with market best practices.

 

Management by Objectives (MBO)

To promote a culture of sustainability, we have also intervened in the short-term variable remuneration system (MBO), introducing a sustainability index.

In 2025, the sustainability objective for the Chief Executive Officer and General Manager is structured on specific Group targets concerning three strategic areas:

• Environmental: Climate Change

• Social: Health and safety in the workplace

• Governance: Sustainable supply chain

Also for 2025, the sustainability objective has been assigned to 100% of Italian resources eligible for MBO.

STRUCTURE OF THE REMUNERATION OF MIDDLE MANAGERS, EMPLOYEES AND WORKERS

Our remuneration policy allows us to motivate and reward resources for their qualities and skills, ensuring in particular:

  • Respect for the principles of transparency and meritocracy
  • Alignment with best market practices
  • Attraction and retention of Group resources

For our workers and other employees, we define the remuneration structure based on the provisions of collective labor agreements and company supplementary agreements, always keeping it competitive with labor market standards. The applied National Collective Labor Agreement (CCNL) is the metalworking one.

The remuneration ratio between the Chief Executive Officer and the median Group employee is 65.6. This figure allows us to estimate the annual salary of the median employee at approximately €37,233.

The remuneration package consists of a combination of the following elements:

Fixed remuneration
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The fixed component of remuneration rewards the role and, in particular, the responsibilities assigned to recipients, taking into account, among other things, experience, the quality of the contribution made to achieving business results, and the level of excellence in relation to assigned functions. It is designed to adequately compensate the services rendered, even in the event of non-payment or partial payment of variable components, where applicable.

The fixed component also ensures adequate competitiveness compared to the remuneration levels recognized by the market for the specific position.

Generally, the salary review process is carried out annually, as a tool for managing fixed remuneration, with the following objectives:

  1. Ensure uniform and consistent remuneration treatment, guaranteeing the principles of fairness, competitiveness, transparency and meritocracy, in line with company values, governance principles, and remuneration policy
  2. Support a performance culture and ensure the enhancement and retention of resources, guiding them towards achieving results according to principles of integrity and fairness
  3. Balance the fixed component of remuneration with the variable component, in line with the value and actual responsibilities of the role held.
Variable remuneration
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The variable component is linked to predetermined and measurable Group and individual performance objectives and rewards, in its various forms, the results achieved in the short and long term. It allows people’s attention and commitment to be focused on achieving strategic objectives.

It consists of an annual short-term component (MbO System) for managers, middle managers and senior professionals, and a medium-long term component, reserved only for a population of key managers.

• The MbO System (Management by Objectives) is focused on achieving short-term (annual) objectives that are the basis of the Company’s Industrial Plan. It involves middle managers and managers.

• Long-Term Incentive Plans, on the other hand, aim to incentivize the Group’s strategic resources to improve performance in the medium-long term, with reference both to economic-financial results and to the creation of value for shareholders.

Sustainability elements
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Remuneration is based on principles of fairness and equal treatment and is consistently determined on the basis of identical assumptions and uniform evaluation criteria, avoiding phenomena such as the gender pay gap.

Furthermore, as evidence of our concrete commitment to sustainability, we have introduced awards for employees who achieve results in this area. In particular:

• in line with the Sustainability Plan, we have included sustainability objectives in the short-term variable remuneration system (MBO) for the relevant personnel. These objectives, in continuity with those assigned to the Chief Executive Officer and the Central Director, represent a variable percentage between 15% and 20%.

• in 2022, we introduced the Sustainability Award, an initiative implemented during the renewal of the Supplementary Agreement. The Award, linked to five sustainability indicators relating to energy consumption, water withdrawal, waste produced and emissions of volatile organic compounds, is aimed at all clerical and blue-collar staff of Fincantieri S.p.A., Cetena, Isotta Fraschini Motori, and Orizzonte Sistemi Navali.