Remuneration of the Individual Executive Board Members in 2022

The tables below show the individual remuneration of the serving members of the Executive Board in 2022.

They show the targets along with the achievable minimum and maximum figures, which corresponds to “benefits granted” (“gewährte Zuwendungen”) within the meaning of the German Corporate Governance Code in the version dated February 7, 2017 (“2017 Code”). They also show the prorated target remuneration (p.a.) for the annual allotments of long-term variable remuneration (MAB and LTP) even if the relevant bonus period/measurement period has not yet ended and they have not yet been paid out.

The tables also show the remuneration granted and owed in the fiscal year within the meaning of § 162 (1) sentence 1 AktG. Remuneration is reported as having been “granted” (“gewährt”) in the fiscal year if the (one-year or multi-year) activities on which it is based have been fully performed as of the end of that fiscal year, meaning that the remuneration has been earned, even if it is not received (i.e. paid out) until the following fiscal year. Remuneration “owed” (“geschuldet”) is remuneration that is due but has not (yet) been received. In contrast, the 2021 Remuneration Report was based on a different understanding of the terminology, which was strictly oriented on when the remuneration was received rather than when it was earned. The remuneration reported as granted in the fiscal year was the remuneration paid out or received in the reporting year. This understanding of the terminology will now be discontinued in line with developments in prevailing practice. Disclosing remuneration earned in the respective fiscal year ensures clearer, more transparent reporting and comparability of performance and remuneration during the reporting period. In particular, the Variable Bonus earned in a fiscal year can be compared against the results of operations for that fiscal year. To enable a comparison with the prior-year figures despite the changed understanding of the terminology, the prior-year figures in this remuneration report have been adjusted in line with the new approach.

In accordance with the new understanding of the terminology, remuneration granted and owed in the table below includes, in addition to base remuneration and ancillary benefits for fiscal year 2022, the 2022 Variable Bonus, for which the measurement period ended on December 31, 2022 and which will not be paid out until after the 2023 Annual General Meeting. In contrast, the LTP 2021–2024 is not shown, as its measurement period has not yet ended. The MAB and LTP Enterprise Value Component are only included if their measurement period ended in fiscal year 2022 or an advance was paid. This corresponds to “benefits received” (“Zufluss”) within the meaning of the 2017 Code.

The table below also shows the relative shares of fixed and variable remuneration. These shares also relate to the remuneration granted and owed in the relevant fiscal year within the meaning of § 162 (1) sentence 1 AktG. Therefore, they are therefore not comparable with the relative shares in the description of the remuneration system in accordance with § 87a (1) no. 3 AktG, which refer to the respective targets or, in the case of long-term variable remuneration, to the annual target values on a prorated basis (see “Remuneration structure and elements”). The tables also compare the maximum remuneration set by the remuneration system for the Executive Board members with the remuneration granted and owed in the reporting year. In accordance with § 162 (1) sentence 2 no. 7 AktG, it is explained that the maximum remuneration was adhered to for each member in 2022; however, a definitive statement is only possible in cases where the long-term variable remuneration is granted and owed.

Remuneration granted and owed to serving Executive Board members in accordance with § 162 (1) AktG

(in € thousand)

For 2022, the remuneration granted and owed to all serving Executive Board members in the reporting year amounted to €14,256 thousand (previous year: €18,814 thousand). Of this total, fixed remuneration accounted for €4,558 thousand (previous year: €3,901 thousand), ancillary benefits for €2,654 thousand (previous year: €1,263 thousand), the short-term Variable Bonus for €4,794 thousand (previous year: €3,450 thousand), and the MAB and LTP for €2,250 thousand (previous year: €10,200 thousand). The ratio of fixed to variable remuneration is therefore 50.6% to 49.4% (previous year: 27.4% to 72.6%).

In the interests of consistent reporting, the table below goes beyond the statutory requirements of § 162 (1) sentence 1 AktG to show the total remuneration offered for fiscal year 2022, including the annual allotments of long-term variable remuneration from the LTP in the form of changes in the provisions, even though these were not granted and owed in the reporting year. This corresponds to the HGB reporting in individualized form, in which remuneration is to be reported only up to the end of the appointment, on a prorated basis, in cases where an appointment to the Executive Board is terminated early prior to the regular end of the service agreement. Moreover, long-term variable remuneration components that are already to be reported as remuneration granted and owed in accordance with § 162 (1) AktG are not recorded in this amount if they were already reported on a prorated basis in previous years during their respective measurement period. Lastly, the total amount set aside for the LTP since it was granted is shown.

For 2022, total remuneration corresponding to HGB reporting for all serving member of the Executive Board amounted to €27,412 thousand (previous year: €16,131 thousand). Of this total, fixed remuneration accounted for €4,558 thousand (previous year: €3,901 thousand), ancillary benefits for €3,154 thousand (previous year: €1,796 thousand), the short-term Variable Bonus for €4,794 thousand (previous year: €3,450 thousand) and the changes in provisions for the LTP for €14,906 thousand (previous year: €6,984 thousand). The prior-year figures include remuneration for the former Executive Board members Stefan De Loecker, Asim Naseer, and Dessi Temperley, who stepped down in 2021.

Former Executive Board members

The table below shows the fixed and variable remuneration components granted and owed to former Executive Board members in accordance with § 162 AktG and their relative share of total remuneration. For the sake of clarity, the amounts are shown as relating to the entire reporting year, even if the appointment of the relevant Executive Board member was terminated during the year and prior to the regular expiry of their service agreement. In accordance with § 162 (5) AktG, personal remuneration is reported until the expiry of ten years after the end of the fiscal year in which the Executive Board member concerned terminated their activity. For Executive Board members who left longer ago, a total figure is reported.

A total of €54,674 thousand (previous year: €59,369 thousand) has been accrued for pension obligations to former members of the Executive Board and their surviving dependents. Since 2007, newly concluded service agreements no longer contain any corresponding pension commitments.

Commitments for Executive Board members stepping down

The Executive Board members who stepped down from the Board in 2022 were provided with the following benefits as part of their regular termination. These are also reported in the individual Executive Board member remuneration tables above where necessary in the particular case.

Thomas Ingelfinger, who stepped down from the Executive Board at the end of his term as of June 30, 2022, received all the benefits due under his contract until the regular expiry of his service agreement on June 30, 2022. This includes the prorated Variable Bonus for 2022, amounting to €257 thousand based on the target achievement for the joint targets and 110% target achievement for the individual targets, along with the bonus from his LTP Enterprise Value Component, calculated at €1,903 thousand for the full duration of his appointment. These will be due for payment after the 2023 Annual General Meeting. Thomas Ingelfinger is subject to a post-contractual noncompete agreement of 24 months, for which he receives compensation totaling €433 thousand annually.

Zhengrong Liu, who stepped down from the Executive Board at the end of his term as of December 31, 2022, received all the benefits due under his contract until the regular expiry of his service agreement on December 31, 2022. In particular, this includes the Variable Bonus for 2022, which amounts to €435 thousand based on the actual target achievement and will be due for payment after the 2023 Annual General Meeting. His long-term variable remuneration will be settled as of the end of 2023. Zhengrong Liu is subject to a post-contractual noncompete agreement of 24 months, for which he receives compensation totaling €440 thousand annually.