MILAN — UniCredit shareholders head into a closely watched March 31 annual meeting after proxy adviser ISS urged them to reject the bank’s 2025 remuneration report over CEO Andrea Orcel’s pay package. The recommendation turns an otherwise technical advisory vote into a broader test of whether investors still accept UniCredit’s approach to deferred bonuses and retroactive adjustments when the bank is also posting record profits and strong shareholder returns, March 28, 2026.
UniCredit CEO pay vote turns on deferred awards, not just one year of pay
ISS urged shareholders to vote against the 2025 remuneration report, saying Orcel’s 2025 compensation totaled 38 million euros including deferred pay. Reuters reported that figure was driven largely by a 28.6 million euro deferred portion of his 2022 variable award, which ISS said was lifted by an additional 30% after the performance period through the inclusion of social security contributions, legal end-of-employment indemnities and benefits in the base used to calculate variable pay.
According to the March 31 annual meeting agenda, shareholders will vote separately on the 2026 remuneration policy, the remuneration report and an extraordinary resolution tied to the 2022 group incentive system. The remuneration report vote is advisory, but it is still the clearest signal of investor tolerance for the bank’s pay design. ISS also recommended voting against the 2022 share issuance proposal, which the agenda says covers up to 1.75 million UniCredit ordinary shares.
In UniCredit’s 2026 Group Remuneration Policy and Report, the bank says Orcel’s 2025 package was built around a 4.15 million euro base salary, roughly 1.7 million euros of other fixed pay including benefits, pension contributions and mandatory national-law charges, and variable remuneration that could rise to about 11.8 million euros for maximum performance. The same report says the 2026 framework will remain broadly stable while removing the board’s specific discretionary upside and the automatic KPI offset mechanism after shareholder feedback.
Why UniCredit CEO pay is back in focus even as results improve
The pay dispute lands while the bank is reporting from a position of strength. In record 2025 results, UniCredit said net profit reached 10.6 billion euros, return on tangible equity was 19.2%, and the group delivered its 20th consecutive quarter of profitable growth. Those numbers help explain why some investors may hesitate to punish management even if they dislike the optics or construction of the award.
That tension is exactly what makes the vote important. ISS said UniCredit’s strong performance and investor returns mitigate some governance concerns, but the adviser still concluded that the scale of the CEO’s total pay opportunity may not be matched by performance conditions of comparable rigor, especially in the long-term incentive structure.
UniCredit CEO pay has been a recurring governance issue
This is not a one-season flare-up. Investors were urged to reject Orcel’s original package in 2021 after proxy advisers criticized a guaranteed first-year bonus. Two years later, ISS again opposed a 30% pay reset in 2023 as UniCredit moved to raise fixed pay while reshaping the timing and equity mix of incentives. And although shareholders ultimately backed the policy, support had fallen to roughly two-thirds by 2025, showing that the board had narrowed the rebellion but not settled the argument.
For shareholders, the immediate question is no longer whether Orcel has delivered financially. The harder question is whether UniCredit’s pay architecture, especially around deferred equity and retroactive adjustments, still looks defensible at a time when the bank is trying to show that stronger performance and tighter governance can coexist.
If the remuneration report draws another weak mandate — or is rejected outright — the board will still be able to point to profits, capital strength and shareholder returns. But the vote would also tell UniCredit that investors see a difference between rewarding outperformance and continually stretching the framework used to measure it.
