Il new Pirelli board of directors ha the top management structure of the group has been definedBy majority vote, the board of directors has Marco Tronchetti Provera appointed executive president, with Councilor Zhang Haitao voting against and Xi Xiaohong and Wang Kun abstaining. Still by a majority, Giovanni Tronchetti Provera was elected vice president, in this case with the opposing votes of councilors Zhang Haitao, Xi Xiaohong and Wang Kun. Unanimous confirmation instead for Andrea Casaluci, who remains CEO and managing director.
The executive chairman has been given the legal representation of the company and the powers provided for by the Statute, along with general strategy responsibilities, including financial and organizational ones. His remit also includes oversight of budgets and multi-year strategic, industrial, and financial plans, as well as communications, shareholder relations, and institutional relations in Italy and abroad. Casaluci's statutory and operational management powers at Pirelli have been confirmed. The CEO will also be responsible for managing and developing sustainability and motorsports issues, areas in which he will be supported by the Vice President.
The control issue and the new balance of the council
The Board of Directors acknowledged the communication from Marco Tronchetti Provera & C. Spa regarding the continued control of Pirelli by Marco Tronchetti Provera, through Mtp&C Spa, which controls Camfin Spa, Camfin Alternative Assets Srl, and Longmarch Holding Srl. This acknowledgement follows the June 25 Shareholders' Meeting, in which the list submitted by Mtp&C Spa, along with Camfin, Camfin Alternative Assets, and Longmarch Holding, represented the majority of the Board of Directors' members and all executive positions.
The board reserved the right to make the assessments required by law and verified, on the basis of the available information and the declarations made by the interested parties, the requirements of the councilors. They were considered independent Michele Carpinelli, Alessia Carnevale, Roberto Diacetti, Moroello Diaz della Vittoria Pallavicini, Costanza Esclapon de Villeneuve, Claudia Parzani, Veronica Squinzi, Michela Zeme, Xi Xiaohong, and Wang Kun. In total, 10 of the 15 directors are independent. Luca Rovati He instead declared that he no longer qualifies as an independent director, due to his role as a shareholder of Camfin following the declaration of control over the company by Marco Tronchetti Provera through Mtp&C Spa.
Il the council is composed by Marco Tronchetti Provera, Executive Chairman, Giovanni Tronchetti Provera, Vice Chairman, Andrea Casaluci, CEO, Alessia Carnevale, Michele Carpinelli, Roberto Diacetti, Moroello Diaz della Vittoria Pallavicini, Costanza Esclapon de Villeneuve, Claudia Parzani, Luca Rovati, Veronica Squinzi, Michela Zeme, Zhang Haitao, Xi Xiaohong and Wang Kun.
A Claudia Parzani it was also entrusted, by majority, the role of Lead independent director, with the abstention of Councilor Zhang Haitao.
Committees, oversight and a new international perspective
With the new composition of the board of directors, Pirelli has also redesigned its own council committees, in compliance with the recommendations of the Corporate Governance Code and the provisions of the Golden Power Prime Ministerial Decree of 10 April 2026. Strategy Committee will be led by Marco Tronchetti Provera, with Andrea Casaluci as vice-chairman, and will include Michele Carpinelli, Claudia Parzani, Luca Rovati, Veronica Squinzi, and Giovanni Tronchetti Provera. The Sustainability Committee will be chaired by Giovanni Tronchetti Provera, with Veronica Squinzi as vice-chairman, along with Michele Carpinelli, Costanza Esclapon de Villeneuve, and Xi Xiaohong.
Il Remuneration Committee, which also carries out the main functions of the Nomination Committee, will be chaired by Claudia Parzani, with Veronica Squinzi as Vice Chair, Alessia Carnevale, Roberto Diacetti, and Wang Kun. The Control, Risk, and Corporate Governance Committee will be headed by Alessia Carnevale, with Roberto Diacetti as Vice Chair, Moroello Diaz della Vittoria Pallavicini, Costanza Esclapon de Villeneuve, and Michela Zeme. Roberto Diacetti will chair the Related Party Transactions Committee, supported by Moroello Diaz della Vittoria Pallavicini as Vice Chair, Alessia Carnevale, Costanza Esclapon de Villeneuve, and Michela Zeme.
The board of directors also International Advisory Board established by majority vote, with Zhang Haitao and Xi Xiaohong abstaining. The body will be responsible for providing analysis, guidance, and monitoring of geopolitical, economic, technological, regulatory, social, market, and supply chain developments that may impact the group's strategy and competitiveness in the medium to long term.
The International advisory board will be chaired by Marco Tronchetti Provera and composed of Andrea Casaluci, Giovanni Tronchetti Provera, Luca Cordero di Montezemolo, Domenico De Sole, Charles Gordon-Lennox, Horacio Pagani, and Mariangela Zappia. The body will report to the Board at least twice a year with a "Geopolitical & Strategic Outlook Report," but will not have management, control, or decision-making powers. Its role will be to formulate analyses and non-binding opinions for the Board of Directors, committees, and top management.
The Board of Directors, subject to the favorable opinion of the Board of Statutory Auditors, confirmed Fabio Bocchio as the manager responsible for preparing the company's financial reports, also assigning him the responsibility of certifying the consolidated sustainability reporting. Carlo Secchi, Chairman, Andrea Pecchio, Vice Chairman, Maura Campra, Paolo Domenico Sfameni, and Alberto Bastanzio were also appointed to the Supervisory Board.
To the best of the Company's knowledge, as of June 30, 2026, with the exception of Marco Tronchetti Provera, which indirectly holds 26,49% of Pirelli, no director appears to hold shares in the group.
The American game and the push for Cyber Tire
At the same meeting, the board of directors was informed of a multi-year investment plan in the United States of approximately $1 billion to $1,2 billionThe project had already been considered during the previous mandate and will be placed on the agenda of a future Council meeting for approval.
The plan aims to increase Pirelli's production capacity in the United States and includes the development of Cyber™ Tire technology. The company indicated that, thanks to the governance changes established by the Golden Power Decree, it was able to agree with the BIS (U.S. Department of Commerce Bureau of Industry and Security) on preliminary terms that allow the introduction of Cyber™ Tire into the U.S. market.
The American expansion will support the growth of the High Value segment in North America and strengthen the "local-for-local" strategy already implemented in China and Europe. The plan is expected to become an integral part of the next Industrial Plan and, according to the announcement, will not impact the 2026 targets. The project will be developed over several financial years and will not change the company's investment profile. Pirelli expects to maintain its usual ratio of investments, capex, and revenues of around 7%.
