ISS Urges Eni Shareholders to Reject CEO Pay Raise

Influential proxy adviser Institutional Shareholder Services (ISS) has urged shareholders of Italian energy company Eni to vote against a proposal to significantly increase the remuneration of its chief executive officer for 2026, citing concerns that the proposed pay boost is excessive.

The recommendation comes after a nine-year period during which Eni’s CEO, Claudio Descalzi, received no increase in base salary. The company had planned to raise Descalzi’s total compensation for 2026, a move that ISS criticized as not being adequately tied to performance metrics.

ISS stated in its analysis that while Eni has demonstrated strong financial performance in recent years, the scale of the proposed increase in the CEO’s total pay opportunity raises concerns about alignment with long-term shareholder interests. The adviser emphasized that such adjustments should be subject to rigorous performance conditions, particularly within the long-term incentive components of the compensation package.

The proxy firm’s stance mirrors similar actions taken earlier in 2026 regarding other major Italian corporations. In March, ISS advised UniCredit shareholders to reject the bank’s 2025 remuneration report, citing problematic aspects of CEO Andrea Orcel’s compensation package, including a deferred pay award that was increased retroactively after the performance period.

In that case, ISS noted that while UniCredit’s strong financial results and investor returns mitigated some concerns, the methodology used to calculate variable pay — including the addition of social security contributions and end-of-employment benefits to the base used for incentive calculations — raised questions about compliance with European Union rules capping variable pay at twice fixed salary.

Eni’s upcoming shareholder vote will allow investors to weigh ISS’s recommendation against the company’s justification for the proposed pay increase. The outcome will reflect broader trends in shareholder activism and growing scrutiny of executive compensation practices among large European enterprises.