2026
LETTER OF THE CHAIR OF THE REMUNERATION COMMITTEE
Dear Shareholders,
it is with great responsibility and commitment that, as Chair of the Remuneration Committee, established in May 2023, I present to you the Report on Remuneration Policy and Fees Paid, as recently approved by the Board of Directors' meeting held on 26 March 2026.
Over the last three years, Leonardo has undergone a profound and radical transformation, establishing itself as a completely different and strengthened entity in every respect. Since 2022, the group has recorded significant growth in all key financial indicators: orders have increased by 38%, revenues by 33%, and EBITA by 44% while cash generated has increased by 86%. At the same time, the workforce has grown by 22%, reflecting sustained expansion and stronger in-house capabilities.
These extraordinary results reflect not only solid economic performance, but also a strategic and operational transformation that has redefined Leonardo's positioning in the global market. Investor recognition has been equally significant: market capitalisation is six times higher than in April 2023, far exceeding the average growth of the European Aerospace & Defence sector.
This success, achieved through the hard work of all staff, is supported by a strategy of organic growth and mergers and acquisitions, as well as new strategic partnerships. Of particular note, among these, are the Edgewing JV, created to develop the new generation of combat aircraft, combining expertise of Leonardo in Italy, BAE Systems in the United Kingdom, and Japan Aircraft Industrial Enhancement in Japan, as well as the JV LBA with Baykar Technologies, focused on the development of technologies for remotely piloted aircraft systems, and the LRMV JV with Rheinmetall for growth in Military Land Vehicles segment.
Leonardo stands out for its technological excellence and digital innovation, with the aim of reinforcing its leading role in the European defence sector through a multi-domain and interoperable approach. With the update of the 2026-2030 Industrial Plan, the company aims to complete its transformation in a dual- use technology leader in Global security through the integration of advanced digitalisation, artificial intelligence, and optimisation of production processes.
To support these ambitions, Leonardo's remuneration policy is a key tool, designed above all to attract, motivate, and retain key talent. It encourages behaviour geared towards profitable and sustainable growth, robust cash generation, and investments with high strategic and financial returns, ensuring full alignment between individual objectives, the company's key priorities, and the interests of all stakeholders.
Since the beginning of its mandate, Leonardo has initiated a profound transformation of its remuneration policy, which has significantly redefined the company's positioning compared to three years ago. In an increasingly competitive and dynamic market environment, the Board of Directors has worked determinedly to update the remuneration policy in line with the Group's new strategic ambitions, with the aim of aligning Leonardo with the main industry benchmarks. In particular, the Board of Directors pursued, in the previous two financial years, an evolution of the variable policy to market values to ensure an adequate incentive to achieve challenging goals.
In 2026 too, with the aim of ensuring ongoing monitoring of market practices, a detailed benchmarking analysis was carried out, comparing Leonardo's remuneration policy with that of comparable companies. While recognising the progress made in previous years, the analysis highlighted a still significant gap with respect to median market levels, especially with regards to the remuneration of the Chief Executive Officer and General Manager.
In the light of these developments, the Board has chosen to continue with a balanced and forward-looking approach to the evolution of its remuneration policy. After having completed the realignment of the variable policy in terms of the ratio between variable and fixed remuneration in recent years, the Board has focused its attention mainly on the fixed component of the CEO-GM's remuneration in 2026. This decision is part of a broader process of alignment with best industry practices, aimed at strengthening the significant changes already made and ensuring that the remuneration of all management members is consistent with market trends.
Despite the progress made, even considering this latest measure, which is subject to approval by the Shareholders' Meeting, the overall remuneration package would remain slightly below the median for the Italian panel and would be positioned around the first quartile of the international panel. This confirms the need to continue along the evolutionary and responsible path of remuneration policy undertaken.
This commitment concerns not only top management, but extends to all human resources, through initiatives aimed at enhancing and rewarding talent, thus encouraging the participation and engagement of all company staff. As part of this process, the Board of Directors has in fact ensured:
The updating of the system of objectives linked to variable remuneration to align it with the company's new strategic phase. From 2024, the system has been made more challenging, geared towards the Group's growth and transformation priorities, ensuring full consistency with market expectations. In this system, sustainability continues to be a key focus of Leonardo's remuneration policy. Through clear, measurable, and constantly monitored objectives, the Group pays particular attention to occupational safety, reducing environmental impact, and promoting diversity and inclusion.
A significant evolution in the remuneration package for all group employees. Specifically, a system for weighing roles at the organisational level was implemented, which provided a solid basis for making consistent and targeted decisions regarding people development. This made it possible to associate market benchmarks with each position to orient remuneration systems towards gradual alignment with the market and support the Group's focus on pay equity. This has led to initiatives for different segments of the population, such as the expansion of LTI beneficiaries for management and the launch of a remuneration and career development programme dedicated to all recent graduates.
Innovation in the remuneration policy tools adopted: in fact, I recall with pride and satisfaction that a share ownership plan was launched in 2025 in the main countries where Leonardo operates, namely Italy, the United Kingdom, the United States and Poland. This strategic initiative aims to strengthen the link between company results and people's wellbeing, creating a virtuous ecosystem in which the company's success translates into concrete and shared benefits, fostering a deep sense of belonging and active participation. Thanks to the share ownership plan, over 11,000 employees have become shareholders, demonstrating the enthusiasm and commitment of our people in wanting to participate in the Group's growth and success.
On behalf of the Committee, I am pleased to present this Report, which aims to provide a comprehensive, transparent, and clear overview of the application of the policy in 2025 and the policy elements for 2026.
I sincerely thank you, the Shareholders, for your attention, and I hope that this Report will receive your broad approval at the Shareholders' Meeting.
I would like to express my sincere gratitude to the members of the Remuneration Committee - Trifone Altieri, Giancarlo Ghislanzoni, Elena Vasco and Steven Duncan Wood - for their commitment and dedication during this term of their office. Special recognition also goes to the staff of the corporate departments involved, with special thanks to the head of the People & Organisation function, Antonio Liotti, and his team for their valuable collaboration.
Sincerely Enrica Giorgetti
Chair of the Remuneration Committee
REPORT ON REMUNERATION POLICY AND FEES PAID 2026
Drafted pursuant to arts. 123-ter of Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Financial Intermediation - TUF) and pursuant to art. 84-quater of CONSOB Resolution no. 11971 of 14 May 1999 (Issuers' Regulation).
https://www.leonardo.com
Introduction 62025 Highlights 9
Update of the Industrial Plan 2026 (2026 - 2030) 9
Leonardo sustainability plan 11
Leonardo Remuneration Policy 12
Trend of voting result on the annual remuneration report 13
Summary schedule on the Remuneration Policy 2026 13
Section I 17 Governance 18Shareholders' Meeting 18
Board of Directors 18
Executives with Strategic Responsibilities 18
Remuneration Committee 19
Board of Statutory Auditors 21
Independent Experts 21
Other subjects 21
Independent Legal Auditors 21
Procedure for approval of Remuneration Policy 2026 21
Term of the remuneration policy and derogation procedure in special circumstances 21
Purposes and instruments of remuneration policy 22Fixed Remuneration 23
Variable Remuneration 24
Reference to market remuneration policies 28
Remuneration Policy 2026 31Remuneration set by the Shareholders' Meeting 31
Remuneration for members of Board Committees 32
Chairman of the Board of Directors 33
Chief Executive Officer and General Manager 33
Executives with Strategic Responsibilities 40
Remuneration of the Head of the Group Internal Audit Organizational Unit 44
Leonardo Share Ownership Plan 44
Section II 47 First Part - Implementation of 2025 remuneration policies 48Chief Executive Officer and General Manager 48
Executives with Strategic Responsibilities 49
Final calculation for the 2023-2025 cycle 50
Allocation of the 2025-2027 cycle 51
Second part - Remuneration paid in the Financial Year 2025 54 Implementation status of the 2025-2027 long-term incentive plan 62
