The ordinary general meeting of Inditex shareholders will decide on Tuesday, July 7, on the appointment of the former president of Caixabank, José Ignacio Goirigolzarri, who held the presidency of the entity between 2021 and 2024, as the new independent director of the textile group.
The Basque executive, who was previously CEO of BBVA and president of Bankia, will take over from Rodrigo Echenique, who will leave the board once his term expires on July 12.
In the same session, the board plans to ratify the continuity of Óscar García Maceiras as executive director, as well as that of Marta Ortega and Flora Pérez as proprietary directors, and that of Denise Patricia Kingsmill, Pilar López and Belén Romana as independent directors.
Remuneration Update
The Inditex board of directors will also present to the general meeting a review of the remuneration policy for the CEO, Óscar García Maceiras, the non-executive chairwoman, Marta Ortega, and the rest of the directors for the fiscal years 2027, 2028, and 2029.
If the new remuneration policy receives the green light and comes into effect on February 1, 2027, the CEO and the non-executive chairwoman of Inditex will see their salaries increase in recognition of the "excellent" results, operational performance, and value creation for shareholders between the close of fiscal year 2021 and 2025, a period marked by a "complex" macroeconomic environment, with high financial volatility, uncertainty, and cost inflation.
In this context, it is proposed to raise García Maceiras' fixed remuneration from 2.5 to 2.95 million euros, which implies an annualized increase of 3.7% since the general shareholders' meeting in 2022, when the current fixed remuneration of 2.5 million euros was set.
The company expects this amount to remain unchanged throughout the duration of the new policy, i.e., until fiscal year 2029 inclusive.
The annualized increase between 2022 and 2029 would be 2.2%, a rate that, according to the group, is below the evolution of the average remuneration of Inditex staff in the same period and also below the increase in fixed remuneration for top executives of the Stoxx Europe 50, which between 2021 and 2025 was 24.2%.
When the fixed salary is increased, the annual variable remuneration increases in absolute terms, as it is calculated as a percentage of said fixed salary, although long-term variable remuneration remains unchanged.
In any case, this higher potential for annual variable remuneration will only become effective if the objectives set in the business plan and budgets are met, maintaining the philosophy of 'pay for performance'.
Regarding the variable components of the CEO's remuneration package, it is proposed to increase the target annual variable remuneration from 120% to 150% of the fixed salary and for 30% of the accrued annual variable remuneration to be delivered in shares, with the obligation to retain them for a period of two years from their award.
In this way, the total remuneration for executive functions of García Maceiras will go from 7.3 to 9.175 million euros, which is equivalent to an annualized increase of 5.2% since the 2022 meeting.
Remuneration of Marta Ortega and the board
Marta Ortega will also have her remuneration package as chairman of the board of directors revised. Her fixed allowance will go from 900,000 euros to 1.05 million euros from 2027, representing an annualized increase of 3.5% since the 2022 general shareholders' meeting.
The Remuneration Committee estimates that the update of the remuneration associated with the position of non-executive chairman of the board reflects "adequately" the institutional, strategic, and representative relevance linked to this function in a group with the dimension, international presence, and operational complexity of Inditex.
Since 2022, under Ortega's leadership, the company has strengthened its position in international markets and the global projection of its brands, while consolidating the quality and external recognition of its corporate governance practices and reinforcing the institutional representation of the company "at the highest level".
Likewise, the remuneration for board membership will increase from 100,000 to 150,000 euros, representing an annualized increase of 2.6% since 2011, the year in which the currently applicable amount was set.
The Remuneration Committee considers that the evolution of the board's activity and functioning in recent years demonstrates a "significant" increase in the level of dedication and responsibility required of its members, both due to the greater number of meetings and matters submitted for supervision and the growing regulatory, strategic, and sustainability complexity associated with the group's business.
Dividend and audit
The Inditex Board of Directors will also propose to the shareholders' meeting the approval of a dividend of 1.75 euros per share from the 2025 results, consisting of an ordinary dividend of 1.20 euros and an extraordinary dividend of 0.55 euros per share.
The dividend will be paid in two installments of 0.875 euros per share: the first was paid on May 4 and the second will be made on November 2, 2026 (0.325 euros ordinary and 0.550 euros extraordinary).
Finally, the Inditex shareholders' meeting plans to approve the re-election of EY as the company's and its group's auditor for 2026, as well as the remuneration policy for directors for the 2027, 2028, and 2029 fiscal years and the annual report on director remuneration for the 2025 fiscal year.