Remuneration of the Individual Executive Board Members in 2023

The tables below show the individual remuneration of the serving members of the Executive Board in 2023.

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. 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.

On this basis, remuneration granted and owed in the table below includes, in addition to base remuneration and ancillary benefits for fiscal year 2023, the 2023 Variable Bonus, for which the measurement period ended on December 31, 2023, and which will not be paid out until after the 2024 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 2023 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 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” above). 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 2023; 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 2023, the remuneration granted and owed to all serving Executive Board members in the reporting year amounted to €11,185 thousand (previous year: €14,256 thousand). Of this total, fixed remuneration accounted for €4,000 thousand (previous year: €4,558 thousand), ancillary benefits for €2,024 thousand (previous year: €2,654 thousand), the short-term Variable Bonus for €4,011 thousand (previous year: €4,794 thousand), and the MAB and LTP for €1,150 thousand (previous year: €2,250 thousand). The ratio of fixed to variable remuneration is therefore 53.9% to 46.1% (previous year: 50.6% to 49.4%). The prior-year figures include remuneration for the former Executive Board members Thomas Ingelfinger and Zhengrong Liu, who stepped down in 2022.

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 2023, 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 for the serving members of the Executive Board. 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 awarded is shown.

For 2023, total remuneration corresponding to HGB reporting for all serving member of the Executive Board amounted to €21,947 thousand (previous year: €27,412 thousand). Of this total, fixed remuneration accounted for €4,000 thousand (previous year: €4,558 thousand), ancillary benefits for €2,524 thousand (previous year: €3,154 thousand), the short-term Variable Bonus for €4,011 thousand (previous year: €4,794 thousand), and the changes in provisions for the LTP for €11,412 thousand (previous year: €14,906 thousand). The prior-year figures include remuneration for the former Executive Board members Thomas Ingelfinger and Zhengrong Liu, who stepped down in 2022.

Former Executive Board members

The table below shows the fixed and variable remuneration components granted and owed in 2023 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 €50,845 thousand (previous year: €54,674 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.

At the close of December 31, 2023, the term of the LTP Enterprise Value Component of Zhengrong Liu, who had already left the Board effective December 31, 2022, that was awarded to him until 2020 came to an end. The associated bonus has thus been earned and is due for payment after the 2024 Annual General Meeting. It is therefore reported as “granted and owed” in 2023 in the table above. The table below shows how this earned LTP Enterprise Value Component and the associated bonus were calculated. As long-term variable remuneration for the last two years of his appointment, Zhengrong Liu was awarded the LTP 2021–2024 on a prorated basis in 2021 and 2022; this has a term until the end of 2024 and is not yet due.

Commitments for Executive Board members stepping down in 2023

No members left the Executive Board in 2023; accordingly, no benefits were offered to Executive Board members terminating their activity in the past year. The benefits promised to the members of the Executive Board who left the company in 2022 were reported in the 2022 remuneration report.