In the complex game for the renewal of Mps leadership, today it was Glass Lewis’s turn. After Iss, the US proxy advisor also made its decision by siding with the board of directors (BoD) list, thus reinforcing a stance that could significantly influence the funds’ vote ahead of the April 15 shareholders’ meeting.
THE DOUBLE GREEN LIGHT FROM PROXIES TO THE MPS BOARD LIST
The convergence between Iss and Glass Lewis represents a key turning point in the game. Not so much for the formal value of the recommendations, but for their effect on institutional investors, traditionally very attentive to proxy indications.
Glass Lewis’s judgment is clear in substance: the BoD list “appears better positioned to offer a balanced and stable governance framework during a period of strategic transition.” A phrase that encapsulates the central point: in a delicate phase, it is better to favor an orderly setup rather than open a radical discontinuity.
It is no coincidence that the proxy also recognizes the legitimacy of the most debated choice, namely the exclusion of Luigi Lovaglio. This is, Glass Lewis writes, a decision that “falls within the legitimate powers of the BoD” and seems based on assessments “that go beyond mere operational performance,” despite “a certain appeal linked to the return” of the former CEO, whom the advisor acknowledges as a “credible profile.”
CRACKS IN THE PROCESS
However, the green light is not without reservations. In fact, the report reveals more than one concern about how the list was defined.
Glass Lewis points out that the management of the transition “may have contributed to creating a certain degree of uncertainty for shareholders” and explicitly speaks of “deficiencies in terms of clarity and transparency.”
These words weigh especially because they reflect on a targeted rejection: that of Domenico Lombardi, chairman of the nominations committee, who is accused of “ambiguities regarding the rationales” of the entire process. A remark that, while not overturning the overall judgment, signals that the outgoing governance does not come out unscathed from the examination.
THE PALERMO PROFILE (BETWEEN TECHNICALITY AND INSTITUTIONS)
In the overall picture, the name that emerges most strongly is that of the current CEO of Acea, Fabrizio Palermo. Glass Lewis endorses him, describing a profile with “experience that appears relevant in the context of the company’s current strategic phase,” gained in “complex operations and institutional contexts.”
His professional path developed between finance, consulting, and industry. After starting in London at Morgan Stanley, where he worked on M&A and capital markets operations for financial institutions, he moved to McKinsey dealing with industrial plans and restructurings. Subsequently, he joined Fincantieri, where he became CFO and then deputy general manager.
In 2014 he joined Cassa Depositi e Prestiti as chief financial officer, then became CEO in 2018. During that period, the institution significantly expanded its scope, operating as a financial entity with collection and deployment activities and a growing role in supporting the economy. An experience that could be considered a good prelude to assuming a top role in a large banking entity, thus dispelling ECB doubts.
Undeniably, this is a profile with cross-sector experience between the public sector and the market, which according to the proxy can be consistent with the bank’s current phase. Also, the fact that he was not involved in the Mediobanca affairs is read as “an advantage rather than a shortcoming,” in terms of discontinuity.
MAIONE AND THE LOGIC OF CONTINUITY
Alongside Palermo, Glass Lewis also endorses Nicola Maione, emphasizing that “the benefits of maintaining experience in the role outweigh the concerns.”
The message is clear: the BoD list is seen as a balance between continuity and renewal. On one side, the presence of already existing figures; on the other, the change at the operational top. A mix that the proxy considers consistent with a phase still evolving for the bank.
THE REJECTIONS (IN LINE WITH ISS)
On the opposite front, the judgment is much harsher for some names. As already indicated by Iss, Glass Lewis also advises against voting for Alessandro Caltagirone and Elena De Simone, considered non-independent due to their ties with the reference shareholder.
Added to these is, as mentioned, economist Domenico Lombardi. Three rejections that are not only technical but reflect a precise stance on governance and transparency.
In this context, Assogestioni also finds space: the proxy recognizes that its representation could offer “a constructive contribution” in case of mixed results, but recalls that the Italian voting system leads to choosing only one list, effectively making the logic of direct confrontation prevail.
TORTORA’S COUNTEROFFENSIVE
Despite the double endorsement from the proxies, the alternative front does not retreat. Pierluigi Tortora, in an interview with MF , claims the choice to present his own list, with Luigi Lovaglio as CEO, and also reveals the backstory of the decision. “My group, Plt Holding, includes a family office with 700 million euros, and part of our investments are made in high-dividend stocks to finance the growth of our industrial sector,” he explains, recounting the path that led him to take an interest in Mps.
The entry into the field comes after Lovaglio’s exclusion from the BoD list: “I said to myself: why don’t we try to think of a list open to the market? That’s how it was born.” A quick construction, claimed as such: “In a few days we conceived it and contacted the candidates.”
Tortora insists heavily on the industrial logic of the operation and the centrality of the plan: “I believe the market can reward the quality of the list, the transparency, the consistency with a project in which the market and beyond has already expressed itself.” He also sets a numerical goal: “With 20-22% we can play.”
According to him, support from international investors is also guaranteed: among the funds that have already trusted the list, he cites BlackRock, Norges Bank, and Vanguard. And there is no shortage of a critical reading of the proxies: “In ISS’s judgment I noticed so many contradictions that one cannot understand how a team of experts can make such mistakes.”
Finally, a passage on the regulatory doubts that accompanied Palermo’s candidacy: the BoD’s choice, Tortora recalls, was made also “amid ECB supervisory doubts due to lack of banking experience.”
LOVAGLIO, THE UNWELCOME GUEST
At the center of the dispute remains Luigi Lovaglio. For Glass Lewis, his possible reinstatement “could introduce further elements of uncertainty,” especially in the governance implementation phase.
But the issue is also political-shareholder. According to reconstructions already emerged and reported by Startmag , the outgoing CEO was not much appreciated by some significant shareholders, including Francesco Caltagirone, thus contributing to making his position more fragile in the board renewal process.
On the opposite front, however, the reading remains different. Tortora defends the continuity represented by Lovaglio and openly contests the proxies’ judgment, speaking of “contradictions” in the evaluations.
A GAME STILL OPEN
The emerging picture is that of a confrontation far from defined on the eve of the April 15 shareholders’ meeting. The proxy advisors have indicated a clear direction, rewarding the balance of the BoD list and Palermo’s profile, but without avoiding critical remarks on the process.
On the other side, the alternative list continues to leverage part of the market and a different narrative of continuity and governance.
In the middle, as often happens in Siena, remains a game that goes beyond the names: a matter of balances, visions, and above all, power.
