Enav S.p.a. MIL:ENAV
ENAV S p A : Report on Remuneration Policy and Remuneration Paid (Relazione sulla politica di Remunerazione 2026 ENG 0)
Source: MarketScreener
REPORT OF THE BOARD OF DIRECTORS ON THE REMUNERATION POLICY AND REMUNERATION PAID
Drawn up pursuant to Articles 123-ter of the CFA and 84-quarter of the Issuers' Regulation.
Approved by the Board of Directors of ENAV S.p.A. 30 March 2026.
Table of Contents
LETTER FROM THE CHAIR OF THE REMUNERATION COMMITTEE 4 THE ENAV GROUP IN FIGURES 6 EXECUTIVE SUMMARY OF THE REMUNERATION POLICY 8Market benchmarks 12
New in the 2026 Remuneration Policy 13
Shareholder engagement and analysis of the results of the Shareholders' Meeting vote 14
INTRODUCTION 16SECTION I
Remuneration Policy 17Remuneration Policy Governance 17
Remuneration Policy 23
Remuneration Policy of persons for whom disclosure is required 25
The Chair 25
The Chief Executive Officer 25
Non-executive Directors 26
Managers with Strategic Responsibilities 26
Members of the Board of Statutory Auditors 27
Other benefits 27
Variable remuneration components 28
SHORT-TERM INCENTIVES - STI 28
LONG-TERM INCENTIVES - LTI 32
Severance arrangements in the event of termination of office
or employment or non-renewal of employment relationship 36
Insurance policies and social security or pension schemes
other than mandatory programmes and other non-monetary benefits 37
Circumstances, limitations and potential exceptions to the Remuneration Policy 38
SECTION II
REMUNERATION RECEIVED IN 2025 BY THE MEMBERS OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS, AND OTHER MANAGERS WITH STRATEGIC RESPONSIBILITIES 38PART 1
Components of Remuneration 39-
Board of Directors 39
Chief Executive Officer 39
Chair of the Board of Directors 39
Other Members of the Board of Directors 43
Members of the Board of Directors' Internal Committees 44
- Managers with Strategic Responsibilities 44
- Pay ratio 49
- Board of Statutory Auditors 49
- Other management figures 49
- Treatment for termination of office or employment 51
- Exceptions to the Remuneration Policy and possible application
PART 2
Tables 52SECTION III
INFORMATION ON THE EQUITY INVESTMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS AND OTHER MANAGERS WITH STRATEGIC RESPONSIBILITIES (TABLE 7-TER - ANNEX 3A TO THE ISSUERS REGULATION) 64 INDEX BY SUBJECT 66 GLOSSARY 68Letter from the Chair
of the Remuneration Committee
Dear Shareholders,
As Chair of the Remuneration Committee, I am pleased to present the ENAV Report on the 2026 Remuneration Policy and the 2025 Remuneration Paid. This document marks the end of the current Board term, which has worked over the past few years to refine remuneration policies so that they reflect the Company's strategic priorities - consistently focused on operational efficiency, sustainability and value creation - with the aim of guaranteeing an essential service for the country's air mobility.
Franca Brusco
Chair of the Remuneration CommitteeAlso for this year, the Remuneration Policy aims to stimulate achievement of the Group's strategic and tactical objectives, while continuing to represent a tool for attracting, motivating and retaining the highly qualified figures who enhance this sector and who are fundamental to ENAV long-term success.
For these reasons, the Company has focused in particular on the new 2026-2028 Long-Term Incentive Plan - which is discussed in detail in the first section of this Report - considering, in particular, the roles and levers that contribute to the achievement of ENAV medium/long-term results, and the methods for capturing and recognising the value created, both in terms of economic and financial performance and in terms of sustainability.
In general, the policy is essentially in line with that of the previous year, confirming the decision to defer a portion of the remuneration in the form of financial instruments, and consequently to make payment conditional on the achievement of additional performance targets that may affect the final value awarded. The reasoning behind the confirmation or revision of the remuneration structure took into account the benchmark analyses carried out, the feedback received from
Proxy Advisors, and the positive feedback from Shareholders and Institutional Investors, as well as the annual letter from the Chair of the Corporate Governance Committee. ENAV has therefore maintained the general logic of incentives and the identification of strategic objectives, focusing in particular, for 2026, on identifying objectives that can assess success in comparison with peers, thereby highlighting the unique position of ENAV in the Italian market. With an attentive and continuous analysis of the market, ENAV promotes its growth, keeping abreast of developments and the relevance of remuneration policies with respect to the Group's objectives.
I would like to take this opportunity to once again thank my colleagues on the Board, as well as the members of the Committee and the Board of Statutory Auditors, for their hard work, and I invite you to express a binding opinion on the first section, regarding the 2026 Remuneration Policy for the members of the Board of Directors, the Supervisory Body and the managers with strategic responsibilities, and an advisory vote on the second section, regarding the Remuneration Paid in relation to the year 2025.