A €46 million termination payment to Unipol’s non-executive chair (who remains in the position) raises questions about excessive pay, inadequate disclosure, and the absence of any fixed severance agreements under the company’s remuneration policy.
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In this post, we provide a roundup of the meetings taking place this week that were previously highlighted by Controversy Alerts, and look deeper into the situation at Unipol. To get alerted ahead of time, get in touch and sign up for Glass Lewis’ Controversy Alert service.
Controversy Alerts April 28 — May 4, 2025
4/29 JBS SA (Controversy Alert issued 4/14)
4/29 Lagardere SA (issued 4/2) 4/29 Lumibird (issued 4/17)
4/29 Unipol Gruppo S.p.A. (issued 4/18)
4/30 EssilorLuxottica SA (issued 4/1)
4/30 Melrose Industries plc (issued 4/9)
4/29 Wells Fargo & Company (issued 4/16)
4/30 Pilgrim's Pride Corporation (issued 4/17)
5/1 RTX Corporation (issued 4/18)
5/1 Clarkson plc (issued 4/14)
Deep Dive: Unipol Gruppo S.p.A.
U.S. companies tend to take the most heat for executive compensation, what with the so-called ‘transatlantic pay gap’. But European boards are also perfectly capable of redistributing vast sums of shareholder money to executives – or non-executives, in the case of Unipol Gruppo.
During the 2024 fiscal year, non-executive chair Carlo Cimbri received a termination indemnity of €45,543,068.20. While the company states that this sum included i) a severance indemnity, ii) an indemnity for termination of contractual relationship, iii) the indemnity in lieu of notice as per national collective bargaining agreements, vi) the accrual of additional months' pay, v) an indemnity in lieu of unused annual leave, and vi)
the additional amounts defined in the termination agreement, it has not provided a specific breakdown of the payment.
Also unclear is what, exactly, changed with regard to Mr. Cimbri’s role in the past year. Since stepping down as the company’s CEO and general manager in 2022, Mr. Cimbri has served as non-executive chair of the board, a position he continues to hold. That said, he clearly had some other role – in addition to €1,082,000 for his role as chair, he also received €1,086,000 from the company's subsidiaries Unisalute and UnipolSai Assicurazioni, and €2,439,000 in respect of his managerial employment relationship (including a short-term incentive payment). That excludes a further €1,635,133 in residual payments relating to a 3-year stability pact and seniority award, and approximately €1.141 million in vested awards under the 2019-2021 and 2022-2024 LTIPs.
It’s worth noting that Cimbri has been with the company for 33 years, so the nearly €46 million termination indemnity presumably includes contractual end of mandate payments accrued over more than three decades (generally, approximately one month of gross annual salary per year worked). We say ‘presumably’ because, again, Unipol’s remuneration report – which exceeds 100 pages in length – does not include a clear breakdown of the payment, and there does not appear to be any public disclosure of the terms of Mr. Cimbri’s termination agreement or the details of his managerial relationship, save that it ended on September 19, 2024.
Regardless, the payment, and the company’s overall policy approach to termination fees, is out of line with European best practices, which typically limits severance to two years’ base salary. Notably, under its 2024 remuneration policy the company did not have any severance agreements in place with its executives. It appears the company is sticking with this approach under the proposed 2025 remuneration policy, which is up for a shareholder vote at the AGM.
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