The Table: Remuneration to holders of directorial and managerial positions, Managing Directors and Directors with strategic responsibilities.

The following tables show:

  • remuneration to Directors, Auditors and Managing Directors by name;
  • in aggregated form, remuneration to Directors with strategic responsibility1. As at 31 December 2014, Chief Financial Officer Francesco Tanzi, Chief Planning and Controlling Officer Maurizio Sala, Chief Human Resources Officer Christian Vasino and Chief Manufacturing Officer Giuliano Menassiwere all Directors with strategic responsibility.

Remuneration is shown based on responsibilities, and the notes to the tables show the responsibility for which the remuneration is paid (for example, where a board member attends several sub-committees) and the relevant subsidiary and/or associate company (except those disposed of or reverted to the Company).

Included in the tables are all those persons who have taken up their responsibilities during the financial year 2014 albeit for only part of the year.

Non-monetary payments, where present, are also shown based on areas of responsibility, and reported under the taxable income criterion of the benefit paid.

It is to be noted in particular that:

  • those who were company directors during the 2014 financial year received or accrued remuneration related to their areas of responsibility and based on the criteria set out in paragraph 6 of the 2014 Policy Statement;
  • those who during the 2014 financial year were Directors with special responsibilities (President, Director and Vice President) received or accrued remuneration related to their areas of responsibility and based on the criteria set out in paragraph 7 of the 2014 Policy Statement;
  • the Managing Directors received or accrued remuneration during the 2014 financial year based on the criteria set out in paragraph 9 of the 2014 Policy Statement;
  • Directors with strategic responsibility received or accrued remuneration during the 2014 financial year based on the criteria set out in paragraph 9 of the 2014 Policy Statement;
  • each member of the Supervisory Board in office up to 12 June 2014 received or accrued remuneration for the financial year 2014 of 25 thousand euros gross per annum in line with the 2014 Policy Statement. On 10 July 2014 the Board of Directors, as set out in the 2015 Policy Statement, voted a remuneration of 40 thousand euros gross per annum to the President of the Supervisory Board and 25 thousand euros gross per annum to each board member;
  • each member of the Board of Statutory Auditors received or accrued remuneration for the financial year 2014 in line with those specified at the shareholders’ meeting at the time of their nomination (in addition to a remuneration of 25 thousand euros gross per annum voted to the permanent auditor requested to sit on the Supervisory Board);
  • Senior Managers and Executives received or accrued remuneration for the financial year 2014 based on the criteria set out in paragraph 9 of the 2014 Policy Statement. There have been limited exceptions, as reported by the Senior Advisor Human Resources and the Chief Human Resources Officer to the Remuneration Committee, for organisational needs, in particular for the allocation of new responsibilities and/or expatriation.

For Managing Directors, Directors with strategic responsibility and in general for other members of Group Senior Management (including Vice President Alberto Pirelli but excluding the President and Managing Director), Pirelli has introduced non-competition agreements to safeguard strategic and operational know-how.

There follows a report in tabular form of the objectives, as required by the MBO 2014 incentive system, of Directors invested with special responsibilities and who have been given specific powers, of Managing Directors and Directors with strategic responsibility, and a summary thereof.

Chairman and CEO
Objective TypeTarget objectiveWeightResult% incentive
Group NFP before dividends Euro 1,136.9 million On/off condition 1,010.8 million euros ON condition
Group EBIT (after restructuring costs) Euro 857.8 million 65% 845.1 million euros 62.6% of the performance target bonus
Group’s Net Cash Flow (before dividends) Euro 271.9 million 35% Euro 311.6 million 60.5% of performance target bonus
 

General Managers and Executives with strategic responsibility
Objective TypeTarget objectiveWeightResult% incentive
Group NFP before dividends Euro 1,136.9 million On/off condition 1,010.8 million euros ON condition
Group EBIT(after restructuring costs) Euro 857.8 million 65% 845.1 million euros 62.6% of performance target bonus
Group’s Net Cash Flow (before dividends) Euro 271.9 million 35% Euro 311.6 million   52% of performance target bonus
 

In line with the variable incentive structure described in the Policy, only 75% of the accrued MBO 2014 bonus was paid, while payment of the remaining 25% is deferred for 12 months and is subject to achievement of the MBO objectives for 2015, in particular:

  • if no MBO accrues in 2015, the 2014 share of MBO accrued and deferred will definitively be lost;
  • if in 2015 the MBO reaches the eligibility threshold, the proportion of the 2014 MBO that has accrued and been deferred will be paid;
  • if the 2015 MBO reaches at least the performance target, a further amount will be paid, over and above the proportion of the 2014 MBO accrued and deferred, equal to a percentage of the full 2014 MBO accrued. This percentage may vary from a minimum of 20% (if the 2015 MBO reaches the performance target) to a maximum of 40% (if the 2015 MBO reaches the highest performance level), with a linear progression between the two extremes.

1Sub-section b), section II of Section 7-bis of attachment 3 A of the Issuers’ Regulations provide that the Report on Remuneration be divided into two parts:
a) remuneration to members of directorial and managerial bodies and to managing directors;
b) remuneration to any other directors with strategic responsibility who have during the course of the financial year received total remuneration (obtained by aggregating monetary remuneration and those in the form of financial instruments) greater than the highest total remuneration paid to the persons specified in paragraph a).
For directors with strategic responsibility other than those specified in paragraph b), the information is shown in the relevant tables in aggregated form, showing instead of individual names the number of persons receiving the relevant sums.”.  

Name and surname Role Period during which the role was performed Expiry of the role Fixed remuneration Remuneration for committee membership Variable non-equity fees  Non-monetary benefits Other remuneration Total Fair Value of equity remuneration End of term or severance payments 
      Bonuses and other incentivesDiscretionary benefits     
Marco Tronchetti Provera President and Managing Director 01/01/2014 - 31/12/2014 Shareholders’ meeting for approval of financial accounts to 31 December 2016 2,950,000.00 0.00 2,462,000.00 0.00 5,763.60 0.00 5,417,763.60 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    950,000.00 (1)       5,763.60   955,763.60    
Of which remuneration from subsidiaries and associate companies    2,000,000.00 (2)   2,462,000.00 (3)       4,462,000.00    
Alberto Pirelli Deputy Chairman 01/01/2014 - 31/12/2014 Shareholders’ meeting for approval of financial accounts to 31 December 2016 952,209.94 0.00 210,600.00 0.00 3,629.28 34,615.38 1,201,054.60 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    350,000.00 (4)           350,000.00    
Of which remuneration from subsidiaries and associate companies    602,209.94 (5)   210,600.00 (6)   3,629.28 (6) 34,615.38 (5) 851,054.60    
Carlo Acutis Director 01/01/2014 - 12/06/2014 - 22,192.00 0.00 0.00 0.00 0.00 0.00 22,192.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7)           22,192.00    
Of which remuneration from subsidiaries and associate companies                     
Pietro Alonzo Director 12/06/2014 - 10/07/2014 - 3,836.00 0.00 0.00 0.00 0.00 0.00 3,836.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    3,836.00 (7)           3,836.00    
Of which remuneration from subsidiaries and associate companies                     
Anna Maria Artoni Director 01/01/2014 - 31/12/2014 Shareholders’ meeting for approval of financial accounts to 31 December 2016 50,000.00 37,644.00 0.00 0.00 0.00 0.00 87,644.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    50,000.00 (7) 37,644.00 (8)         87,644.00    
Of which remuneration from subsidiaries and associate companies                     
Gilberto Benetton Director 01/01/2014 - 12/06/2014 - 22,192.00 0.00 0.00 0.00 0.00 0.00 22,192.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7)           22,192.00    
Of which remuneration from subsidiaries and associate companies                     
Alberto Bombassei Director 01/01/2014 - 12/06/2014 - 22,192.00 11,096.00 0.00 0.00 0.00 0.00 33,288.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7) 11,096.00 (9)         33,288.00    
Of which remuneration from subsidiaries and associate companies                     
Franco Bruni Director 01/01/2014 - 12/06/2014 - 22,192.00 24,411.00 0.00 0.00 0.00 0.00 46,603.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7) 24,411.00 (10)         46,603.00    
Of which remuneration from subsidiaries and associate companies                     
Riccardo Bruno Director 12/06/2014 - 10/07/2014 - 3,836.00 0.00 0.00 0.00 0.00 0.00 3,836.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    3,836.00 (7) (11)           3,836.00    
Of which remuneration from subsidiaries and associate companies                     
Luigi Campiglio Director 01/01/2014 - 12/06/2014 - 22,192.00 17,754.00 0.00 0.00 0.00 0.00 39,946.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7) 17,754.00 (12)         39,946.00    
Of which remuneration from subsidiaries and associate companies                     
Didier Casimiro Director 10/07/2014 - 31/12/2014 At the first regularly convened shareholders’ meeting 23,973.00 21,575.00 0.00 0.00 0.00 0.00 45,548.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    23,973.00 (7) 21,575.00 (13)         45,548.00    
Of which remuneration from subsidiaries and associate companies                     
Paolo Fiorentino Director 01/01/2014 - 31/12/2014 Shareholders’ meeting for approval of financial statements to 31 December 2016 50,000.00 23,082.00 0.00 0.00 0.00 0.00 73,082.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    50,000.00 (7) (14) 23,082.00 (9) (14)         73,082.00    
Of which remuneration from subsidiaries and associate companies                     
Jean Paul Fitoussi Director 01/01/2014 - 12/06/2014 - 22,192.00 0.00 0.00 0.00 0.00 0.00 22,192.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7)           22,192.00    
Of which remuneration from subsidiaries and associate companies                     
Ivan Glasenberg Director 10/07/2014 - 31/12/2014 At the first regularly convened shareholders’ meeting 23,973.00 9,589.00 0.00 0.00 0.00 0.00 33,562.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    23,973.00 (7) 9,589.00 (15)         33,562.00    
Of which remuneration from subsidiaries and associate companies                     
Luciano Gobbi Director 12/06/2014 - 10/07/2014 - 3,836.00 0.00 0.00 0.00 0.00 0.00 3,836.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    3,836.00 (7)           3,836.00    
Of which remuneration from subsidiaries and associate companies                     
Pietro Guindani Director 01/01/2014 - 12/06/2014 - 22,192.00 8,877.00 0.00 0.00 0.00 0.00 31,069.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7) 8,877.00 (15)         31,069.00    
Of which remuneration from subsidiaries and associate companies                     
Andrey Kostin Director 10/07/2014 - 31/12/2014 At the first regularly convened shareholders’ meeting 23,973.00 26,370.00 0.00 0.00 0.00 0.00 50,343.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    23,973.00 (7) 26,370.00 (16)         50,343.00    
Of which remuneration from subsidiaries and associate companies                     
Petr Lazarev Director 10/07/2014 - 31/12/2014 At the first regularly convened shareholders’ meeting 23,973.00 0.00 0.00 0.00 0.00 0.00 23,973.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    23,973.00 (7)           23,973.00    
Of which remuneration from subsidiaries and associate companies                     
Elisabetta Magistretti Director 01/01/2014 - 31/12/2014 Shareholders’ meeting for approval of financial statements to 31 December 2016 50,000.00 39,685.00 0.00 0.00 0.00 0.00 89,685.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    50,000.00 (7) 39,685.00 (17)         89,685.00    
Of which remuneration from subsidiaries and associate companies                     
Gaetano Miccichè  Director 01/01/2014 - 31/12/2014 Shareholders’ meeting for approval of financial statements to 31 December 2016 50,000.00 11,096.00 0.00 0.00 0.00 0.00 61,096.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    50,000.00 (7) (14) 11,096.00 (9) (14)         61,096.00    
Of which remuneration from subsidiaries and associate companies                     
Massimo Moratti  Director 01/01/2014 - 12/06/2014 - 22,192.00 0.00 0.00 0.00 0.00 0.00 22,192.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7)           22,192.00    
Of which remuneration from subsidiaries and associate companies                     
Emiliano Nitti Director 12/06/2014 - 10/07/2014 - 3,836.00 0.00 0.00 0.00 0.00 0.00 3,836.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    3,836.00 (7)           3,836.00    
Of which remuneration from subsidiaries and associate companies                     
Renato Pagliaro Director 01/01/2014 - 12/06/2014 - 22,192.00 11,096.00 0.00 0.00 0.00 0.00 33,288.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7) (14) 11,096.00 (9) (14)         33,288.00    
Of which remuneration from subsidiaries and associate companies                     
Enrico Parazzini Director 12/06/2014 - 10/07/2014 - 3,836.00 0.00 0.00 0.00 0.00 0.00 3,836.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    3,836.00 (7)           3,836.00    
Of which remuneration from subsidiaries and associate companies                     
Paolo Pietrogrande Director 12/06/2014 - 31/12/2014 Shareholders’ meeting for approval of financial statements to 31 December 2016 27,808.00 9,589.00 0.00 0.00 0.00 0.00 37,397.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    27,808.00 (7) 9,589.00 (18)         37,397.00    
Of which remuneration from subsidiaries and associate companies                     
Luigi Roth Director 01/01/2014 - 31/12/2014 Shareholders’ meeting for approval of financial statements to 31 December 2016 50,000.00 57,260.00 0.00 0.00 0.00 0.00 107,260.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    50,000.00 (7) 57,260.00 (19)         107,260.00    
Of which remuneration from subsidiaries and associate companies                     
Luca Rovati Director 01/01/2014 - 12/06/2014 - 22,192.00 0.00 0.00 0.00 0.00 0.00 22,192.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7)           22,192.00    
Of which remuneration from subsidiaries and associate companies                     
Igor Sechin Director 10/07/2014 - 31/12/2014 At the first regularly convened shareholders’ meeting 23,973.00 11,986.00 0.00 0.00 0.00 0.00 35,959.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    23,973.00 (7) 11,986.00 (9)         35,959.00    
Of which remuneration from subsidiaries and associate companies                     
Carlo Secchi Director 01/01/2014 - 12/06/2014 - 22,192.00 39,945.00 0.00 0.00 0.00 0.00 62,137.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00 (7) 39,945.00 (20)         62,137.00    
Of which remuneration from subsidiaries and associate companies                     
Manuela Soffientini Director 01/01/2014 - 31/12/2014 Shareholders’ meeting for approval of financial statements to 31 December 2016 50,000.00 32,671.00 0.00 0.00 0.00 0.00 82,671.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    50,000.00 (7) 32,671.00 (21)         82,671.00    
Of which remuneration from subsidiaries and associate companies                     
Igor Soglaev Director 10/07/2014 - 31/12/2014 At the first regularly convened shareholders’ meeting 23,973.00 0.00 0.00 0.00 0.00 0.00 23,973.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    23,973.00 (7)           23,973.00    
Of which remuneration from subsidiaries and associate companies                     
Claudio Sposito Director 01/01/2014 - 10/07/2014 - 26,027.00 11,096.00 0.00 0.00 0.00 0.00 37,123.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    26,027.00 (7) (11) 11,096.00 (9)(11)         37,123.00    
Of which remuneration from subsidiaries and associate companies                     
Maurizio Boiocchi Managing Director 05/08/2014 - 31/12/2014 - 339,304.69 0.00 0.00 0.00 1,519.08 0.00 340,823.77 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    0.00         0.00 0.00    
Of which remuneration from subsidiaries and associate companies    339,304.69 (22)       1,519.08 (22)   340,823.77    
Gregorio Borgo Managing Director 01/01/2014 - 31/12/2014 - 604,335.05 0.00 516,000.00 0.00 3,877.92 35,555.90 1,159,768.87 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    604,335.05   516,000.00   3,877.92 35,555.90 (23) 1,159,768.87    
Of which remuneration from subsidiaries and associate companies                     
Executives with strategic responsibility (24)     2,370,647.30 0.00 1,733,700.00 0.00 16,638.85 633,806.37 4,754,792.52 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    1,069,216.71   573,000.00   7,680.01 505,344.83 (25) 2,155,241.55    
Of which remuneration from subsidiaries and associate companies    1,301,430.59   1,160,700.00   8,958.84 128,461.54 (26) 2,599,550.97    
Francesco Fallacara Chairman of the Board of Statutory Auditors 01/01/2014 - 31/12/2014 Shareholders’ meeting for approval of balance sheet to 31/12/2014 75,000.00 0.00 0.00 0.00 0.00 0.00 75,000.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    75,000.00           75,000.00    
Of which remuneration from subsidiaries and associate companies                     
Antonella Carù Standing Statutory Auditor 01/01/2014 - 31/12/2014 Shareholders’ meeting for approval of balance sheet to 31/12/2014 50,000.00 23,082.00 0.00 0.00 0.00 0.00 73,082.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    50,000.00 23,082.00 (27)         73,082.00    
Of which remuneration from subsidiaries and associate companies                     
Sebastiano Umile Iacovino Standing Statutory Auditor 12/06/2014 - 31/12/2014 Shareholders’ meeting for approval of balance sheet to 31/12/2014 27,808.00 0.00 0.00 0.00 0.00 0.00 27,808.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    27,808.00           27,808.00    
Of which remuneration from subsidiaries and associate companies               0.00    
Enrico Laghi Standing Statutory Auditor 01/01/2014 - 12/06/2014 - 77,192.00 0.00 0.00 0.00 0.00 0.00 77,192.00 0.00 0.00
Of which remuneration from Pirelli & C. S.p.A.    22,192.00           22,192.00    
Of which remuneration from subsidiaries and associate companies    55,000.00 (28)           55,000.00    
Total remuneration from Pirelli & C. S.p.A.    3,909,516.76 427,904.00 1,089,000.00 0.00 17,321.53 540,900.73 5,984,643.02    
Total remuneration from subsidiaries and associate companies    4,297,945.22 0.00 3,833,300.00   14,107.20 163,076.92 8,308,429.34    
Total     8,207,461.98 427,904.00 4,922,300.00   31,428.73 703,977.65 14,293,072.36    

(1) Of which: €50,000 as Director of Pirelli & C. S.p.A.; €900,000 as President and Managing Director of Pirelli & C. S.p.A.
(2) As President and Managing Director of Pirelli Tyre S.p.A.
(3) As President and Managing Director of Pirelli Tyre S.p.A.
(4) Of which: €50,000 as director of Pirelli & C. S.p.A.; €300,000 as Vice President of Pirelli & C. S.p.A.
(5) Of which €150,000 as Vice President of Pirelli Tyre S.p.A.; €452,209.94 as Senior Managers of Pirelli Tyre S.p.A.; €34,615.38 – equal to one month of the gross annual remuneration for Senior Managers – as a long service award for the completion of 25 years’ service according to company policy.
(6) As Senior Manager of Pirelli Tyre S.p.A.
(7) As Director of Pirelli & C. S.p.A.
(8) Of which €19,178,000 as President of the CCRSCG, €8,877 as a member of the Remuneration Committee and €9,589 as a member of the Committee for Appointments and Succession
(9) As a member of the Strategy Committee
(10) Of which €13,315 as a member of the CCRSCG and €11,096 as a member of the Strategy Committee
(11) Remunerations of which 2/3 were repaid to the member company.
(12) Of which €8,877 as a member of the Remuneration Committee and €8,877 as a member of the Committee for Appointments and Succession
(13) Of which €9,589 as a member of the Committee for Appointments and Succession and €11,986 as a member of the Strategy Committee
(14) Remunerations repaid to the member company
(15) As a member of the Remuneration committee
(16) Of which: €14,384 as a member of the CCRSCG and €11,986 as a member of the Strategy Committee
(17) Of which €27,699 as a member of the CCRSCG and €11,986 as a member of the 231 Supervisory Board
(18) Of which €9,589 as a member of the Committee for Appointments and Succession
(19) Of which €13,315 as a member of the CCRSCG, €23,082 as President of the Remuneration Committee, €8,877 as a member of the Committee for Appointments and Succession and €11,986 as a member of the Strategy Committee
(20) Of which €17,753 as President of the CCRSCG, €11,096 as a member of the Strategy Committee and €11,096 as President of the 231 Supervisory Board. Following the end of his period as Director, Prof. Secchi was confirmed in his role as President of the 231 Supervisory Board and from 10 July 2014 to 31 December 2014 accrued a further remuneration for this responsibility of €19,178 which is not shown in the above table.
(21) Of which €9,589 as a member of the Remuneration Committee and €23,082 as a member of the Strategy Committee
(22) Proportion of remuneration received as General Manager of Technology (position held since 5 August 2014). In 2014 Mr. Maurizio Boiocchi was also included as Chief Technical Officer (Director with strategic responsibility at Pirelli & C.) in an annual incentive (MBO) and further remunerations amounting to the aggregate sums shown in the table.
(23) Relating to repatriation from his previous role as Senior Manager in China.
(24) As at 31 December 2014 the following were Directors with strategic responsibility: Giuliano Menassi, Maurizio Sala, Francesco Tanzi and Christian Vasino. Up to 31 January 2014 Francesco Chiappetta was a Director with strategic responsibility whose work status was changed to that of parasubordinate. The associated remuneration is not shown in the table as it does not relate to a consultancy contract. A non-competition agreement is also related to the aforesaid parasubordinate position which does not provide for any payment during its operation. Up to 4 August 2014 Chief Technical Officer Maurizio Boiocchi was a Director with strategic responsibility and on 5 August 2014 was appointed General Manager of Technology.
(25) Relevant payments are: a general novation payment, an entry bonus, a retention agreement and an end of term performance payment.
(26) Relevant payments are: a retention agreement, a non-competition agreement and a long service award for the completion of 25 years’ service according to a specific company policy applicable to all employees.
(27) As a member of the 231 Supervisory Board
(28) As President of the Board of Statutory Auditors for the entire 2014 financial year for the associate company Prelios S.p.A.

As from 10 July 2014 the Committee for Internal Control, Risk and Corporate Governance was renamed the Committee for Control, Risk, Sustainability and Corporate Governance for simplicity and this name is used in all the above comments under the abbreviation CCRSCG.