MILAN — UniCredit is heading into its March 31 annual meeting under fresh governance pressure after proxy adviser Institutional Shareholder Services urged investors to vote against the lender’s 2025 remuneration report, reopening a familiar fight over chief executive Andrea Orcel’s compensation, March 25, 2026. The warning matters because ISS did not challenge UniCredit’s operating momentum; it challenged whether the structure and scale of the award still sit inside a pay-for-performance framework that shareholders can comfortably defend.
UniCredit CEO pay: what ISS is challenging
As Reuters reported, ISS told investors that UniCredit’s 2026 remuneration policy is broadly acceptable, but said the CEO’s overall pay opportunity remains problematic. ISS calculated Orcel’s 2025 compensation at about €38 million, including a €28.6 million deferred portion from his 2022 variable pay that was reviewed across 2023 to 2025. The adviser also objected to a further 30% increase applied after that performance window, arguing that the adjustment raises governance questions even against the backdrop of strong financial results.
That dispute now sits squarely inside the bank’s AGM documentation, where the remuneration report is up for an advisory vote and a separate extraordinary resolution would authorize up to 1.75 million new shares to service the 2022 Group Incentive System. Investors are not just being asked to judge last year’s payout; they are also being asked to sign off on the mechanics behind an older award that is still working its way through UniCredit’s deferred-pay structure.
How UniCredit says the package was earned
UniCredit has a straightforward defense: the bank is delivering. In UniCredit’s full-year 2025 results, the group said net profit reached €10.6 billion, return on tangible equity hit 19.2%, and the bank logged a 20th consecutive quarter of disciplined profitable growth. Those numbers give management a strong basis for arguing that this is a performance story before it is a pay controversy.
That performance case runs through the 2026 remuneration policy and report, which says Orcel’s 2025 scorecard reached the maximum outcome and that long-term conditions on the 2022 Sustainable Performance Plan produced a +30% multiplier on the deferred bonus, still within the stated variable-to-fixed cap. The same document also says UniCredit removed the board’s former discretionary upside of as much as 20% and scrapped an automatic KPI offset mechanism after shareholder feedback, showing the bank is trying to respond to last year’s criticism without abandoning its broader pay philosophy.
Still, the annual accounting view and the shareholder-anger view are not the same. In Annex 1 of UniCredit’s remuneration tables, the bank lists accounting-based 2025 compensation for Orcel at €11.474 million, including €6.803 million in the fair value of equity compensation. That gap helps explain why the debate has become so heated: UniCredit’s statutory annual table captures one view of pay, while ISS is focused on the much larger value of a deferred 2022 award after a three-year review and a further 30% uplift.
UniCredit CEO pay has been a recurring flashpoint
This is not a one-cycle dispute. In March 2025, shareholders backed UniCredit’s 2024 and 2025 pay policy even after ISS and Glass Lewis urged rejection, but support fell sharply from the year before. In March 2023, investors also approved a new package for Orcel that lifted his potential compensation by 30% if performance targets were beaten. And in 2022, proxy advisers had already renewed their objections to his pay after his arrival at the bank. The continuity matters: this year’s ISS warning is not a sudden reaction to one payout, but the latest vote in a long-running argument over how far UniCredit can stretch executive rewards before investor patience starts to erode for good.
That gives the March 31 ballot more significance than a routine advisory vote. Investors are not being asked whether UniCredit has performed well; by most financial measures, it has. They are being asked whether UniCredit CEO pay still looks proportionate, transparent and durable enough to command support after years of rising packages, revised mechanics and repeated governance warnings. Even if the report passes, another soft approval rate would tell the board that compensation remains one of the few areas where UniCredit’s operating success has not fully translated into shareholder comfort.
