The Remuneration Policy sets out the principles and guidelines to determine the remuneration of the members of the Board of Directors, as well as the specific criteria through which the remuneration of the Group’s management is established, in accordance with the Governance model adopted by the Company and the recommendations laid down in the Corporate Governance Code.

The policy is designed to attract and motivate human resources who have the professional qualities required to carry out their duties and fulfil their responsibilities in line with the interests of the management and with the priority objective of creating shareholder value in the medium/long-term.

The remuneration policy of Executive Directors and other managers has been formulated as described below:

Fixed Remuneration - The fixed element of remuneration is such that it adequately remunerates the services provided and is proportioned to the assigned duties and responsibilities, in addition to being sufficient to remunerate the services delivered should the variable component not be paid. For Directors not entrusted with specific duties, the remuneration consists exclusively of a fixed element, to be determined by the Shareholders’ Meeting, and it is in no way linked to the achievement of performance targets.

Variable Remuneration - Variable remuneration for executives is divided into a short-term component (typically annual – the MBO scheme) and a long-term component, reserved exclusively for a key manager population.

Short-term Variable component

The MBO scheme provides for the following two thresholds (Gates):

The non-achievement of even only one of the two gates leads to setting the Group’s economic and financial KPIs to zero and a consequent reduction of the bonus.

The performance targets to which the short-term incentive is linked are modulated depending on the beneficiaries’ role and organizational responsibility. The assigned targets are selected from the following:

• Group and Division EBITA 
• Group and Division FOCF 
• Business Objectives
• Function Objectives
• Specific Sustainability/ESG Objective
• Strategic Plan Objectives 

Long-Term Variable Component

The long-term Incentive Plan is structured into 3 three-year cycles, each with effect from 2024, 2025 and 2026. The incentive is fully expressed in ordinary Leonardo shares for the Company’s Top Management, Executives with Strategic Responsibilities, and other Top Executives; as regards the other beneficiaries, the bonus is set on a different proportion between cash and shares depending on the different levels of responsibility, the contribution to the results of operations and the position held in the relevant business organization.

The payment of the incentive is conditional on the achievement of targets relating to a three-year period and linked to the following performance indicators: