Board index Spencer Stuart

How much top managers earn. The ceo earns an average of 2.6 million euro

In FTSE MIB companies, 78% of CEOs earn more than one million and one in four earn more than four million. Directors under 40 are less than 2%, while those over 80% are 3%. Major steps forward in governance, but the knot of succession plans remains

by Cristina Casadei

8' min read

8' min read

In listed companies, the year 2023 marked a jump in the number of millionaire top managers. In fact, the average total remuneration of CEOs reached EUR 2.652 million, up 8% on the previous year, despite a 10% reduction in the fixed component, which fell to an average of EUR 846,000. The figure is contained in Spencer Stuart's Board index 2024, which analysed the boards of directors of the top 100 Italian listed companies by capitalisation, including the largest ones in the FTSE MIB index, and which confirms that the central theme in the coming years will be that of governance, the solidity of which is crucial to ensure prosperity in the medium to long term, but also to ensure succession. "We are in an interesting situation. On the governance of listed companies, progress has been made towards an increasing awareness of the need to create value for all stakeholders, in line with stakeholder capitalism, so much so that many boards of directors are now looking more closely than in the past at the skills needed to develop the business'. Giovanna Gallì, partner and director at Spencer Stuart, looks at the evolution of governance with some optimism, starting from the data that emerged in the 2024 Board index, at a time when we are witnessing an expansion in the size of the Italian stock market, which in 2023 had 429 listed companies and a capitalisation of 761 billion, up 22% compared to 2022. However, the weight of our stock market remains limited (3.1% of the European basket and 0.5% of the world basket).

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The internationalisation of fees

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Among the elements that have emerged is certainly the evolution of remuneration that increases the attractiveness of companies in our country. The average CEO compensation exceeding EUR 2.6 million is a sign that remuneration policies are evolving towards international standards, also with the aim of becoming more attractive both inside and outside the country. Taking the FTSE MIB companies, the average remuneration rises to EUR 3.8 million, with 78% of CEOs having a remuneration exceeding EUR 1 million and 24%, i.e. almost one in four, exceeding EUR 4 million. Considering the chairmen, the average total remuneration amounts to EUR 1.2 million, which has gradually increased over the last five years. The figure for chairmen's remuneration shows the widest range of all, ranging from a symbolic minimum of EUR 7,000 to EUR 21 million for a chairman and CEO. For councillors, the average total remuneration is EUR 168 thousand. There is a clear difference between the 'non-executives' who receive an average of 105 thousand euros and the executives who receive 956 thousand euros. On the subject of internationalisation, there are 105 directors of non-Italian nationality, i.e. 9.6% of the total, while the international experience of Italian directors is growing: 39% have in fact had significant experience in global contexts.

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ESG Objectives in Incentive Schemes

The biggest changes concern incentive systems: 91 companies have in fact adopted annual systems and 84 medium-long term plans: in both cases, the figure is a significant increase compared to 2022, when there were 88 annual plans and 70 medium-long term plans. Among the parameters that are now permanently present and integrated in incentive systems are ESG objectives: 66 companies have in fact included them in their long-term plans, with an average weight of 20%. The indicators range from inclusion in sustainability indices to gender diversity, from occupational safety to energy transition.

The knot of succession plans

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If it is precisely thanks to the evolution of the last few years that the boards have also seen the entry of skills more closely linked to technological innovation, IT security, and artificial intelligence, this is not enough, however, to erase the criticalities and weaknesses, the first of which is certainly linked to succession plans. "We always talk about the board's role in relation to controls and administrative responsibilities, but we cannot overlook the fact that the role of directors, as the stock exchange's self-regulatory code also states, includes the creation of value for shareholders in the medium to long term,' Gallì interprets. This means that the board of directors has an important task in examining and approving strategic plans and also has a great responsibility for succession plans. What creates the greatest vulnerability for companies is not having visibility and transparency on who is leading the company'. The numbers that have emerged in our country on this issue, however, bring down optimism and, if anything, highlight the great work ahead of us. Structured plans remain an uncommon practice, mainly due to the strong cultural resistance that leads Boards to postpone the issue until the actual emergency: only 59 companies out of the 100 considered have defined a plan that concerns the CEO, and just 16 present a structured plan that looks at the medium to long term. Of the companies with a succession plan, the majority (43) only had a contingency plan for emergency situations. Significant is the figure for the companies that state that they have no plan at all: they number 30, while 11 provide no information on the subject. However, 'succession cannot only be an emergency issue, but is a path that the company must undertake and develop and that concerns not only the top management figures, but also the leadership and committee roles,' says Gallì. The situation is even more critical in smaller companies and those controlled by families.

Family business choices and fewer independent advisors

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In Family Businesses, the CEO comes from the family in almost half of the cases (51%) and often also holds the office of Chairman. In the case of the office of Chairman alone, this proportion rises to 79%: 76%, however, retain executive powers. The peculiarity of family businesses is the evident concentration of decision-making power in family figures, according to the analysis of family companies in Spencer Stuart's Board index. We are talking about 57% of the 100 companies analysed, mainly in the industrial and consumer goods sector. It should also be noted that the average tenure of top management is 9.3 years, much higher than that of the total sample (7.2 years): this on the one hand suggests greater stability, but on the other hand also possible critical turnover. Distinctive governance characteristics emerge from the analysis: the average size of boards of directors is slightly smaller (10.4 members against 10.9 in the sample), with a greater presence of executive directors (2.7 against an average of 2.3) and a lower proportion of independent directors (48% against an average of 57%). On the remuneration front, average fixed remuneration is lower than in non-family companies, with an average emolument for directors of EUR 42,000 compared to EUR 65,000 in non-family companies. This, however, could have an impact on the attractiveness for talent combining skills and seniority.

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The growing awareness

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If this is the context, however, it has to be said that the perception of the importance of succession within boards is there. In fact, a survey (Director pulse survey) that Spencer Stuart carried out last July shows that for 44% of directors succession is the second priority after corporate strategy. "This means that there is a growing awareness of the need to ensure stability and continuity in leadership," emphasises Gallì, "which, however, has to reckon with a cultural issue and a tendency to underestimate the risks of non-planning. We need greater involvement of shareholders, supervisory authorities and other stakeholders: this could stimulate companies to embark on a more structured path'. The virtuous circle that would be triggered could first and foremost foster 'a greater ability to attract international investors: transparency with respect to stakeholders, shareholders and investors on governance rules is a central factor,' says Gallì. 'A natural consequence would also be the possibility of bringing out the new generation that is currently underrepresented. And they often move abroad, also thanks to the prospect of international career horizons and much higher remuneration. The numbers of board members are very significant. Board members under 40 stand at 2%, and their share is exceeded by board members over 80, who are 3%. "We need to develop our talents internally, favouring a structured focus on succession plans. We need to grow more and more talent within companies so as to enrich the company itself, increase value and manage that generational succession that has come to a halt somewhat in recent years". The proof of the nine comes from the data. The average age of directors rose further in 2023 and reached 60.1 years (from 59.2 in 2022). Women in particular are almost three years younger on average (58.3 years) than men (61.4 years). The most senior are chairmen and vice-chairmen with an average age of over 64 years (64.5 and 64.6 years respectively) while non-executive directors with their 59.2 years and CEOs with 59.4 are younger. Length of service also increases, from 6.2 years in 2022 to 7.2 years: executive directors remain in office on average 13.1 years, independent directors 4.2. Chairmen and CEOs tend to remain in office on average 8 years.

Young men and women

Even today, looking at the composition of boards of directors, the weak points are represented by the presence of so-called next-gen directors and women, despite the evolutions in business models and technological innovation that should create opportunities for those who are experts in today's strategic sectors such as cybersecurity, artificial intelligence, machine learning, Industry 4.0 technologies and social communication. Of the young people already mentioned, as for women, their path to assert themselves on boards is still a long one. Among the directors, the presence is stable (there are 395 or 42%). A positive sign, however, comes from the new appointments, which are predominantly female: in 2023, out of a total of 183 appointments, 95, more than half, involved women. When it comes to executive roles, however, there are only 18 women in these positions, 2 fewer than in 2022: in percentage terms we are talking about 4%. Even more critical is the situation at the top where only 5 women hold the role of CEO (around 5% of the total number of CEOs), while among chairmen there are 12 women in non-executive roles and only 2 in executive positions.

Dynamicism in BoD renewals

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A strong dynamism can be observed in the renewal of boards of directors. In 2023, 36 companies, 15 of which belong to the FTSE MIB index, renewed their boards of directors. There were 183 appointments, characterised by significant renewal, with an increasing proportion of directors appointed for the first time in a listed company. Of these, 53% were appointed to Boards of FTSE MIB companies and 47% to companies in other indices. It is worth noting the possibility for the outgoing Board of Directors to present their own list of candidates: 33% of the companies that renewed their Board in 2023 provide for this possibility by statute, but only 25% actually used it. In these cases, the outgoing Board's list was always the one with the most votes, showing a clear appreciation on the part of shareholders. 'This highlights the need for renewal, but also for renewal in continuity,' Gallì interprets. 'This is precisely why renewing the CEO and chairman at the same time is not a good practice. Instead, it is, and we see this at an international level, for example, to have a chairman who is already part of the board or to have internal succession in committees. Once again, the solidity of governance is crucial to ensure prosperity in the medium to long term, but also to ensure succession'.

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