This Report on the 2026 Remuneration Policy and on Remuneration Paid 2025 was approved by the Board of Directors on March 18, 2026, based on a proposal from the Remuneration Committee, in compliance with current legal and regulatory requirements.
The Report is divided into:
Eni’s business model supports the company’s commitment to a socially fair energy transition and is aimed at achieving solid financial returns and the creation of long-term value for the main stakeholders, through a strong position throughout the energy value chain: exploration, oil and natural gas exploration and extraction, electricity generation utilising gas and renewable sources, refining oil products, producing biofuels and chemical products from the traditional and bio cycles and developing circular economy processes. In line with that expressed in the corporate mission, Eni works to make, directly or indirectly, a contribution to the achievement of the United Nations Agenda 2030 Sustainable Development Goals (SDG) and is committed to helping to guarantee energy security, utilising its global portfolio and alliances with producer countries.
The Remuneration Policy supports the achievement of the goals set in the Company’s Strategic Plan by promoting, through a balanced use of performance measures in the short and long-term incentive systems, the alignment of senior management’s interests with the priority of creating sustainable value for shareholders over the medium to long-term.
The 2026-2028 Long-Term Equity-based Incentive Plan supports the Strategic Plan guidelines by providing a specific environmental sustainability and energy transition goals, allocating them an overall weight of 35%.
In 2025, the Severity Incident Rate (SIR) figure fell significantly, with nor mortal or permanent disability events. The Total Recordable Injury Rate (TRIR) also fell, with total recordable injuries lower than in 2024 for both employees and contract workers.
Net GHG emissions of upstream operated and non-operated equity (Scope 1+2): in 2025 net emissions came to 4.7 MtCO2eq., down around 31% with respect to 2024.
The comparison between the trend of the TSR and total remuneration for the Chief Executive Officer and General Manager shows a notable reduction in 2025 for remuneration, in contrast to the strong increase in TSR.
The 2026 Eni Remuneration Policy for Directors, Auditors and other Managers with Strategic Responsibilities was approved by the Board of Directors, acting on a proposal of the Remuneration Committee, at its meeting of March 18, 2026.
The summary of the 2026 Remuneration Policy for the CEO and other Managers with strategic responsibilities is shown in the following table.
| MARKET REFERENCES | |
|---|---|
| Chief Executive Officer and General Manager (CEO/GM): Remuneration peer group consisting of European companies in the Energy and Utilities sector and other comparable industrial sectors: Shell, TotalEnergies, BP, Repsol, Equinor, OMV, RWE, Iberdrola, E.ON, ENGIE, Enel, BASF, Bayer, Rio Tinto, Anglo American, Volkswagen, Vodafone, Siemens. Chief Operating Officers and Other Managers with Strategic Responsibilities (MSRs): European market selected in the industrial sector for roles with the same level of responsibility. |
| FIXED REMUNERATION | |
|---|---|
| PURPOSE AND CONDITIONS | Reward skills, experience and responsibility |
| CRITERIA AND PARAMETERS | CEO/GM: Fixed remuneration up to a maximum limit of €1,970,000, which may be reduced based on the assigned roles and powers, and the profile of the nominee. MSRs: Fixed remuneration is based on the role assigned, potentially adjusted to median market remuneration level. |
| SHORT-TERM INCENTIVE PLAN | |
|---|---|
| PURPOSE AND CONDITIONS | Motivate to achieve annual targets in a perspective of medium/long-term sustainability IThe Plan is subject to malus/clawback conditions. 2026 targets for the CEO/GM (Plan targets have been adjusted in line with the evolution of Eni’s guidelines and stakeholder interests, as well as best practices in the sector) 1. Economic/financial and equity results: EBT (20%); organic Free Cash Flow (25%); Gearing (20%); 2. Environmental sustainability and human capital: Net upstream Scope 1 and Scope 2 GHG emissions (20%); Severity Incident Rate (15%); 2026 MSR Targets: Business and individual targets set on the basis of those assigned to the CEO/GM and the responsibilities assigned to them. Assessment • performance scale: 70 - 150 points (target = 100; below 70 points the result is calculated as zero); • minimum incentive threshold: 85 total performance points; • possible application to the CEO’s performance score of an adjustment coefficient of 1.1 for operations and/or results of particular strategic significance (with a maximum score of no more than 150 points) or of 0.9 for adverse scenarios and extraordinarily negative economic-financial results (with a minimum score of no less than 85 points). |
| CRITERIA AND PARAMETERS | CEO/GM incentive level • Incentive base: 150% of fixed remuneration; • Vested incentive: between 85% and 150% of incentive base, with an annual portion (65%) and deferred portion (35%) subject to performance conditions in a three-year period and disbursed in a variable amount between 28% and 230% of the awarded portion. • Annual amount payable: - threshold of 83% of fixed remuneration; - target of 98% of fixed remuneration; - max. 146% of fixed remuneration. • Payable deferred portion: - threshold of 38% of fixed remuneration; - target of 68% of fixed remuneration; MSRs incentive level Incentive base: up to a maximum of 100% of fixed remuneration; • Annual amount payable: up to a maximum of 98% of fixed remuneration; • Payable deferred portion: up to a maximum of 121% of fixed remuneration. |
| LONG-TERM EQUITY-BASED INCENTIVE PLAN 2026-2028 | |
|---|---|
| PURPOSE AND CONDITIONS | Encourage long-term value creation for shareholders and sustainability. The Plan is subject to malus/clawback conditions and 50% of the shares granted are restricted for 2 years after the grant date; for the CEO/GM, assuming annual grants of equivalent value, this requirement results in a shareholding objective, achievable within 2 years, of a value equal to 1.5 times the fixed remuneration. |
| CRITERIA AND PARAMETERS | No. of shares awarded Determined by the ratio between the monetary value and the price of the award, calculated as the average of the daily prices recorded in the four months before the month in which the Board approves the award. Three-year targets 1) 25% Market Target: Total Shareholder Return (relative); 2) 40% Financial and Equity Targets (absolute): 25% Organic Free Cash Flow and 15% Gearing; 3) 35% Environmental Sustainability and Energy Transition objectives (absolute): 20% Net upstream Scope 1 and Scope 2 GHG emissions and 15% Biojet production capacity. Performance measurement over a 3-year period • Relative parameters: measured against the Peer Group of six European energy companies (Shell, TotalEnergies, BP, Repsol, Equinor and OMV); • Absolute parameters: measured against targets set in the Strategic Plan. No. of shares assigned at the end of the vesting period Determined as a function of the results over the three-year period, keeping the threshold (40%) and maximum (180%) multipliers unchanged and if over performance is achieved, introducing a multiplier of up to 235%. |
| INCENTIVE LEVEL | CEO/GM: • Value of awarded shares: max amount unchanged, equal to 150% of total fixed remuneration. • Value of granted shares: - threshold of 60% of fixed remuneration; - target of 183.75% of fixed remuneration; - max. 270% of fixed remuneration; - over performance 352.5% of fixed remuneration. MSRs: • Value of awarded shares: depending on the level of the role, up to 75% of fixed remuneration. • Value of granted shares: depending on the level of the role, up to 135% of fixed remuneration, or up to 176% of fixed remuneration in the case of over performance. N.B.: the monetary values are net of the impact of any changes in the stock price. |
| PUBLIC COMPANY STOCK PLAN 2024-2026 | |
|---|---|
| PURPOSE | Strengthen the sense of belonging for Eni people, participation in growing company value, in line with the interests of shareholders, while also supporting purchasing power. |
| CRITERIA AND PARAMETERS | The Plan provides for three annual assignments from 2024-2026 and, in particular, for 2024 and 2025, two assignments of Eni shares free of charge for an individual monetary value of €2,000, while for 2026 a co-investment method will be utilised which calls for the assignment of shares free of charge by the company against the purchase of Eni shares by the employee, utilising a 50% matching mechanism up to a maximum of €1,000. Shares will be subject to a three year lock-up clause, for shares assigned free of charge, and a one year lock-up for any shares purchased by employees. For the CEO/GM, Managers with Strategic Responsibilities and Executives participating in the LTI Equity-Based Plan, the assignment of a single symbolic share is envisagedo. For more detailed information, including the cost and share capital, please see the Information Document for the Plan(a). |
| OTHER TREATMENTS | |
|---|---|
| BENEFITS | |
| PURPOSE | Retain managers in the Company |
| CRITERIA AND PARAMETERS | Benefits, mainly insurance and welfare related, defined in national collective bargaining agreement and in supplementary company level agreements for Executives (including the CEO and MSRs). • Supplementary pension scheme; • Supplementary healthcare scheme; • Insurance; • Car for business and personal use. |
| PAYMENTS DUE IN THE EVENT OF TERMINATION OF OFFICE OR EMPLOYMENT | |
| PURPOSE | Protect the Company from potential litigation and/or competitive risks associated with terminations without just cause |
| TERMINATION INDEMNITY |
For the role of CEO: equal to two years of fixed remuneration (in line with Recommendation 2009/385/EC) in the case of early termination of a term or non-renewal, and in cases of dismissal for just cause following an essential reduction of powers. For the role of General Manager: indemnity in the case of consensual termination equal to two years of fixed and short-term remuneration, within the limits of the protections established in the collective bargaining agreement(b) (CCNL). Indemnities are not due in the event of dismissal for “just cause” and resignation not justified by a reduction of delegated powers. For Managers with Strategic Responsibilities, as for all Eni executives, there are various treatments agreed upon individually based on criteria established by Eni for cases of retirement incentives which take into account the role held and performance, within the limits of the protections established in the same CCNL(b) which call for, in the case of terminations without just cause, a maximum of three years of total actual remuneration, including the notice. |
| NON-COMPETE AGREEMENT |
CEO/GM: for the 2026-2029 term, to protect the Company’s interests, a non-compete agreement may be continued and/or established, which is activated at the sole discretion of the Board of Directors, through an option right with a value of €300,000. Agreement Requirements • validity: 18 months; • non-compete constraints: for the Oil & Gas sector, this includes 19 countries, updated to also include companies in the Circular Economy sector. Agreement Payment • fixed component: €1.8 million; • variable component: determined as a function of the average of results for the STI Plan in the previous three years, between €500,000 (performance target) and €1,000,000 (maximum performance). MSRs: Only for cases of termination presenting high-competitive risks relating to the nature of the position; payment based on current remuneration levels and the extension of period and commitments undertaken. |
(a) Prepared pursuant to Article 114-bis of Legislative Decree 58 of February 24, 1998 and Article 84-bis of the Consob Issuers Regulation (resolution 11971 of May 14, 1999), published on the Company’s website in the “Governance/Remuneration” section in compliance with current regulations.
(b) In cases of termination not due to just cause, CCNL protections call for up to a maximum of 36 months of total remuneration (fixed remuneration, variable short and long-term incentives, benefits), including that due by way of notice indemnity, consistent with national regulations (article 2121, Civil Code).
In compliance with the provisions of the Issuers Regulation, the table below reports the remuneration accrued in 2025 by Directors, Statutory Auditors, the Chief Executive Officer and General Manager and other Chief Operating Officers, and, in aggregate form, Managers with Strategic Responsibilities. The remuneration received from subsidiaries and/or associates, except that waived or paid to the Company, are shown separately. All parties who filled these roles during the period are included, even if they only held office for a fraction of the year.
In particular:
In this section, according to the provisions of current legislation, the Remuneration Reports of previous years as well as the Consob information documents relating to the share-based incentive plans.
Download document
