IGD’s remuneration policy

The Remuneration Policy adopted by IGD is a function of the Company’s sustainable success and takes into account the need to attract, retain and motivate the people who possess the expertise and professional standing that the role held requires.

More in detail, the remuneration of the Chief Executive Officer, Directors holding special offices and the Managers with Strategic Responsibilities aims to:

  • attract, motivate and retain highly qualified professional managers;
  • to involve and incentivise the management deemed key to achieving the Company’s (and the Group to which it belongs) targets;
  • to promote the medium/long term creation of value for shareholders, taking into account the interest of all the Company’s relevant stakeholders;
  • to create a strong link between remuneration and performance, both individual and group.

For the other Directors, the Remuneration Policy takes into account the commitment required by each of them and their participation, if any, in one or more committees and it is not linked to financial performance targets.

The Remuneration Policy is defined and reviewed annually by the Board of Directors as proposed by the Nomination and Remuneration Committee, after having consulted with the Board of Statutory Auditors. Section I of the policy is subject to the binding approval of the shareholders as resolved during the Annual General Meeting held to approve the FY financial statements, while Section II is submitted to the non-binding vote of the Shareholders’ Meeting.

During the Ordinary Annual General Meeting held on 16 April 2025 shareholders approved the first section of the Report on the Remuneration Policy and Compensations Paid, which describes the Company’s policy with respect to the remuneration of the members of the Board of Directors, of the Board of Statutory Auditors and of managers with strategic responsibilities for financial year 2025, as well as the procedures used to adopt and implement the said policy.

During the Ordinary Annual General Meeting shareholders also approved the second section of the Report on the Remuneration Policy and Compensations Paid, which is subject to the non-binding resolution of the Shareholders’ Meeting. The second section contains information about the compensation paid to the members of the Board of Directors, of the Board of Statutory Auditors and to managers with strategic responsibilities (shown as an aggregate) referring to financial year 2024 or related to same.

 

 

Description of the 2025 Remuneration Policy

CHIEF EXECUTIVE OFFICER

The Policy provides that the remuneration of the Chief Executive Officer shall be composed in particular of:

  • A total fixed component (including the fixed remuneration
    for the position of Managing Director) is defined as Euro 390,000;
  • A short-term variable component, linked to the achievement of annual performance targets such
    as:
    • Consolidated EBITDA margin from core business,
      amounting to 50% of the core business;
    • Consolidated FFO, equal to 50% of the variable
      component.
  • A medium-long term variable component (Long-term Incentive Plan): with an annual allocation mechanism (rolling) and a three-year vesting period (2025-2027), subject to the achievement of updated economic-financial and ESG targets referring to the 2025-2027 Business Plan and in particular:
    • rTSR vs EPRA/NAREIT Europe Index, with 50%
      weight;
    • Absolute TSR, 30% weight;
    • ESG, defined as the achievement of the targets set out in the 2025-2027 Business Plan, with a weight of 20%.
      • Reducing CO2 emissions (Scope 1 and Scope 2);
      • Reducing CO2 emissions (Scope 3);
      • Achievement of 7 specific ESG measures (BREEAM certifications, Photovoltaics, Purchasing energy from renewable sources, Electric car charging stations, Defining a Diversity & Inclusion Policy, Sharing retailers and supplier policies).

Variable components of the CEO's remuneration (%)

MANAGERS WITH STRATEGIC RESPONSIBILITIES

Based on the Remuneration Policy, the compensation of the Managers with Strategic Responsibilities is made up as follows:

  • a fixed component which consists in the FAR (Fixed Annual Remuneration) called for in the individual contract signed with IGD which is line with the national labour contract for managers of cooperative businesses that governs the employment relationship;
  • a short term variable component linked to the achievement of annual performance targets such as:
    • Consolidated EBITDA margin of the core business, with a weighting in the range of
      35% to 40%, depending on the specific role;
    • Consolidated FFO, depending on the role, with a weighting of between 35% and 40%;
    • An individual performance target, defined annually by the CEO, based on the Company’s organisational structure, taking into account the functions performed by each KMP, the strategic projects involving them and their level of responsibility, with an
      overall weighting ranging from 20% to 30% depending on the specific role.
  • a medium-long term variable component (Long-Term Incentive Plan) with an annual (rolling) allocation mechanism and a three-year vesting period (2025-2027), subject to the achievement of economic, financial and ESG targets related to the 2025-2027 Business Plan, with features similar to those described for the Chief Executive Officer.

The attainment of the annual performance targets must be verified in advance, for each year, by the Nomination and Remuneration Committee by the date of approval, by the Company’s Board of Directors, of the draft annual financial statements and the consolidated financial statements for the relevant financial year. The results of this verification will be resolved upon by the Board of
Directors during the next meeting held.

The achievement of the medium-long term targets must be verified by the date of approval of the draft annual financial statements and the consolidated financial statements for the year 2027.

The payment of the variable component will be deferred for an appropriate period of time with respect to its vesting. IGD’s practice is to pay the variable compensation by the end of the first six-month period subsequent to the end of the vesting period.

The Company does not have any share based incentive plans (stock options).

Compensation paid to BoD, Board of Statutory Auditors member and to Managers with strategic responsibilities in 2024

NameRoleFixed compensationCompensation for participation in committeesBonuses and other incentivesNon-cash benefitsTotal

Board of Directors

Antonio RizziChairman, Director and member of the RPC€172,038.00€23,531.00-€1,073.16€196,642.16
Roberto ZoiaChief Executive Officer and Managing Director€304,352.05--€19,675.98€367,422.54
Edy GambettiVice-chairman
and Director
€66,301.00---€66,301.00
Simonetta CiocchiDirector,
member of the CRC, NRC and RPC
€32,148.00€45,820.00--€77,968.00
Mirella PellegriniDirector and
member of the NRC and CRC
€32,148.00€31,721.00--€63,869.00
Daniela DelfrateDirector and member of the CRC, NRC and RPC€32,148.00€38,770.00--€70,918.00
Antonello CestelliDirector€32,148.00---€32,148.00
Antonio CerulliDirector€31,148.00---€31,148.00
Laura CeccottiDirector€32,148.00---€32,148.00
Alessia SavinoDirector€37,104.00---€37,104.00
Francesca MencucciniDirector€30,148.00---€30,148.00

Board of Statutory Auditors

Iacopo LisiChairman€21,148.00---€21,148.00
Barbara IdrantiStanding Auditor€14,098.00---€14,098.00
Massimo ScarafuggiStanding Auditor€20,054.00---€20,054.00

Managers with strategic responsibilities (No. 5)

-€623,992.36-€51,320.00€72,144.35€756,456.71