UniCredit shareholders meet on April 12 to approve full year results and hand Chief Executive Andrea Orcel another three-year mandate.
Glass Lewis also took aim at a proposed increase in Orcel's pay which the bank plans to introduce as a result of a change in the way it calculates the conversion price of shares assigned as part of pay packages.
It was not immediately possible to reach UniCredit for comment.
In the proxy paper published ahead of the AGM, Glass Lewis advised shareholders to vote against the remuneration policy saying the increase for Orcel was excessive.
Under the proposal, his base salary will increase by 10.8% to 3.6 million euros to be paid in shares, lifting the total target remuneration to 8.6 million from 7.5 million and the total maximum remuneration if targets are surpassed to 10.8 million from 9.75 million.
Glass Lewis also urged shareholders to be "mindful of the
company's continuing operations in Russia."
Firms still exposed to Russia can expect "increased stakeholder scrutiny of their approach," possibly leading "to material reputational damage that may impact on shareholder value," the adviser said.
"We believe that shareholders can reasonably expect companies that have decided to maintain material activities or operations in the region to provide extensive disclosure to the market," it said.
