Remuneration of the Individual Executive Board Members in 2024

The tables below show the individual remuneration of the serving members of the Executive Board in 2024.

They show the targets along with the achievable minimum and maximum figures, which correspond 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), regardless of the respective term or measurement period. As part of setting the target remuneration for the financial year 2024, the Supervisory Board resolved in November 2023 to increase the base remuneration for each member of the Executive Board by €200 thousand and at the same time to reduce the target amount of the Variable Bonus by €100 thousand; this is intended to reduce any incentives to take short-term decisions and at the same time strengthen incentives for long-term and sustainable enterprise value development. This adjustment to the remuneration is appropriate overall, also taking into account that the base remuneration has not been increased for over 10 years.

The tables also show the remuneration granted and owed in the financial year within the meaning of § 162 (1) sentence 1 AktG. Remuneration is reported as having been “granted” (“gewährt”) in the financial year if the (one-year or multi-year) activities on which it is based have been fully performed as of the end of that financial year, meaning that the remuneration has been earned, even if it is not received (i.e., paid out) until the following financial year. Remuneration “owed” (“geschuldet”) is remuneration that is due but has not (yet) been received. Disclosing remuneration earned in the respective financial year ensures clearer, more transparent reporting and comparability of performance and remuneration during the reporting period. In particular, the Variable Bonus earned in a financial year can be compared against the results of operations for that financial year.

On this basis, remuneration granted and owed in the table below includes, in addition to base remuneration and ancillary benefits for financial year 2024, the 2024 Variable Bonus, for which the measurement period ended on December 31, 2024, and which will be paid out after the 2025 Annual General Meeting. The measurement period for the LTP 2021 – 2024 also ended on December 31, 2024, as did the measurement period for the LTP Enterprise Value Component and the MAB, as applicable to the individual members to whom these were offered. The resulting remuneration was thus earned and due for payment after the 2025 Annual General Meeting. It is therefore also recognized as granted and owed in 2024. 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 financial 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 2024; this also applies to the long-term variable remuneration granted and owed in 2024. It should be noted that the maximum remuneration indicated in the remuneration system contains the long-term variable remuneration LTP 2021 – 2024 on a prorated basis only with an annual maximum value. Upon payment of this remuneration component, the granted and owed remuneration must therefore be compared with the total of the annual maximum values of the LTP 2021 – 2024 throughout its term for the purpose of verifying adherence to the maximum remuneration. This is indicated accordingly in the tables below.

Remuneration Granted and Owed to Serving Executive Board Members in Accordance with § 162 (1) AktG (in € thousand)

For 2024, the remuneration granted and owed pursuant to § 162 (1) AktG to all serving Executive Board members in the reporting year amounted to €50,107 thousand (previous year: €11,185 thousand). Of this total, fixed remuneration accounted for €5,400 thousand (previous year: €4,000 thousand), ancillary benefits for €3,036 thousand (previous year: €2,024 thousand), the short-term Variable Bonus for €2,379 thousand (previous year: €4,011 thousand), and the MAB and LTP for €39,292 thousand (previous year: €1,150 thousand). The ratio of fixed to variable remuneration is therefore 16.8% to 83.2% (previous year: 53.9% to 46.1%).

In the interest of consistent reporting, the table below goes beyond the statutory requirements of §162 (1) sentence 1 AktG to show the total remuneration offered for the financial year 2024, including the annual allotments of long-term variable remuneration from the LTP in the form of changes in the provisions, regardless of whether these were granted and owed in the reporting year to the serving members of the Executive Board. This corresponds to recognition as expenses in accordance with the IFRSs in individualized form. 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 the preceding years during their respective measurement period. Lastly, the total amount set aside for the LTP since it was allotted is shown.

For 2024, total remuneration recognized as expenses pursuant to the IFRSs for all serving members of the Executive Board amounted to €23,609 thousand (previous year: €21,947 thousand). Of this total, fixed remuneration accounted for €5,400 thousand (previous year: €4,000 thousand), ancillary benefits and other remuneration for €3,336 thousand (previous year: €2,524 thousand), the short-term Variable Bonus for €2,379 thousand (previous year: €4,011 thousand), and the changes in provisions for the LTP for €12,494 thousand (previous year: €11,412 thousand).

Former Executive Board Members

The table below shows the fixed and variable remuneration components granted and owed in 2024 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 financial 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 €50,781 thousand (previous year: €50,845 thousand) has been accrued for pension obligations to former members of the Executive Board and their surviving dependents. Since 2007, newly concluded employment contracts no longer contain any corresponding pension commitments.

Commitments for Executive Board Members Stepping Down in 2024

No members left the Executive Board in 2024; accordingly, no benefits were offered to Executive Board members terminating their activity in the past year. Benefits offered to members who left the Executive Board prior to the reporting year were reported in the relevant remuneration reports.