Compensation awarded and due to current members of the Executive Board in the fiscal year 2021
In accordance with the revised section 162 (1) of the German Stock Corporation Act (AktG), the compensation awarded or due to each member of the Executive Board in financial year 2021 and the respective relative share of total compensation are now presented transparently in the tables below. This includes all compensation elements which were paid out or became legally due in fiscal year 2021.
Regarding Stefan Oschmann, the compensation awarded or due, which has been paid after he has left the Executive Board (waiting allowance and pension) is presented in the section “Compensation awarded or due to former members of the Executive Board in the financial year”.
To ensure a transparent presentation of the relation between business performance and the resulting compensation, compensation for fiscal year 2021 is also disclosed on a voluntary basis, with the variable compensation components being allocated to the year in which the final performance was rendered, irrespective of the actual date of payment or the legal due date.
In order to provide a complete picture of the total compensation of the Executive Board members, pension expense is also reported on a voluntary basis.
The compensation of the current members of the Executive Board is shown in the following tables.
In fiscal year 2021 pursuant to section 162 AktG |
|
For fiscal year 2021 as voluntary disclosure |
||||
|---|---|---|---|---|---|---|
Base salary |
||||||
Additional benefits |
||||||
Profit sharing for fiscal year 2020, payout in fiscal year 2021 |
|
Profit sharing for fiscal year 2021, payout in fiscal year 2022 |
||||
LTIP tranche 2018 (Jan 1, 2018-Dec 31, 2020), payout was in fiscal year 2021 |
|
LTIP tranche 2019 (Jan 1, 2019-Dec. 31, Dec 2021), payout will be in fiscal year 20221 |
||||
Other compensation |
||||||
Service cost as voluntary disclosure |
||||||
|
||||||
The figures presented in the table have been rounded in accordance with standard commercial practice. This may lead to the consequence that individual values cannot be added to the totals.
|
|
Belén Garijo |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
|
In the fiscal year |
|
For the fiscal year |
||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
|
€ thousand |
|
€ thousand |
Base salary |
|
1,433 |
|
18% |
|
1,200 |
|
1,433 |
|
1,200 |
Additional benefits |
|
169 |
|
2% |
|
66 |
|
169 |
|
66 |
|
|
|
|
|
|
|
|
|
|
|
Profit sharing |
|
|
|
41% |
|
|
|
– |
|
3,299 |
Profit sharing 2019 |
|
– |
|
|
3,000 |
|
– |
|
– |
|
Profit sharing 2020 |
|
3,299 |
|
|
– |
|
– |
|
3,299 |
|
Profit sharing 2021 |
|
– |
|
|
– |
|
3,671 |
|
– |
|
LTIP |
|
|
|
39% |
|
|
|
– |
|
3,196 |
LTI 2017 (2017 to 2019) |
|
– |
|
|
1,385 |
|
– |
|
– |
|
LTI 2018 (2018 to 2020) |
|
3,196 |
|
|
– |
|
– |
|
3,196 |
|
LTI 2019 (2019 to 2021) |
|
– |
|
|
– |
|
4,675 |
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
– |
|
– |
|
– |
|
– |
|
– |
Compensation awarded or due pursuant to § 162 AktG |
|
8,097 |
|
100% |
|
5,651 |
|
– |
|
– |
Compensation for the fiscal year |
|
– |
|
– |
|
– |
|
9,948 |
|
7,761 |
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
572 |
|
– |
|
440 |
|
572 |
|
440 |
Total compensation |
|
8,669 |
|
– |
|
6,091 |
|
10,520 |
|
8,201 |
|
|
Stefan Oschmann |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
|
In the fiscal year |
|
For the fiscal year |
||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
|
€ thousand |
|
€ thousand |
Base salary |
|
500 |
|
6% |
|
1,400 |
|
500 |
|
1,400 |
Additional benefits |
|
13 |
|
0% |
|
269 |
|
13 |
|
269 |
|
|
|
|
|
|
|
|
|
|
|
Profit sharing |
|
|
|
48% |
|
|
|
– |
|
4,069 |
Profit sharing 2019 |
|
– |
|
|
4,810 |
|
– |
|
– |
|
Profit sharing 2020 |
|
4,069 |
|
|
– |
|
– |
|
4,069 |
|
Profit sharing 2021 |
|
– |
|
|
– |
|
1,287 |
|
– |
|
LTIP |
|
– |
|
46% |
|
– |
|
– |
|
3,854 |
LTI 2017 (2017 to 2019) |
|
– |
|
|
1,670 |
|
– |
|
– |
|
LTI 2018 (2018 to 2020) |
|
3,854 |
|
|
– |
|
– |
|
3,854 |
|
LTI 2019 (2019 to 2021) |
|
– |
|
|
– |
|
4,377 |
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
– |
|
– |
|
– |
|
– |
|
– |
Compensation awarded or due pursuant to § 162 AktG |
|
8,436 |
|
100% |
|
8,149 |
|
– |
|
– |
Compensation for the fiscal year |
|
– |
|
– |
|
– |
|
6,177 |
|
9,592 |
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
– |
|
– |
|
1,611 |
|
– |
|
1,611 |
Total compensation |
|
8,436 |
|
– |
|
9,760 |
|
6,177 |
|
11,203 |
|
|
Kai Beckmann |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
|
In the fiscal year |
|
For the fiscal year |
||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
|
€ thousand |
|
€ thousand |
Base salary |
|
1,200 |
|
19% |
|
1,100 |
|
1,200 |
|
1,100 |
Additional benefits |
|
30 |
|
0% |
|
21 |
|
30 |
|
21 |
|
|
|
|
|
|
|
|
|
|
|
Profit sharing |
|
|
|
42% |
|
|
|
– |
|
2,640 |
Profit sharing 2019 |
|
– |
|
|
2,400 |
|
– |
|
– |
|
Profit sharing 2020 |
|
2,640 |
|
|
– |
|
– |
|
2,640 |
|
Profit sharing 2021 |
|
– |
|
|
– |
|
2,854 |
|
– |
|
LTIP |
|
|
|
39% |
|
|
|
– |
|
2,444 |
LTI 2017 (2017 to 2019) |
|
– |
|
|
1,059 |
|
– |
|
– |
|
LTI 2018 (2018 to 2020) |
|
2,444 |
|
|
– |
|
– |
|
2,444 |
|
LTI 2019 (2019 to 2021) |
|
– |
|
|
– |
|
3,825 |
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
– |
|
– |
|
– |
|
– |
|
– |
Compensation awarded or due pursuant to § 162 AktG |
|
6,314 |
|
100% |
|
4,580 |
|
– |
|
– |
Compensation for the fiscal year |
|
– |
|
– |
|
– |
|
7,909 |
|
6,205 |
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
441 |
|
– |
|
392 |
|
441 |
|
392 |
Total compensation |
|
6,755 |
|
– |
|
4,972 |
|
8,350 |
|
6,597 |
|
|
Peter Guenter |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
|
In the fiscal year |
|
For the fiscal year |
||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
|
€ thousand |
|
€ thousand |
Base salary |
|
1,200 |
|
72% |
|
– |
|
1,200 |
|
– |
Additional benefits |
|
95 |
|
6% |
|
– |
|
95 |
|
– |
|
|
|
|
|
|
|
|
|
|
|
Profit sharing |
|
|
|
– |
|
|
|
– |
|
– |
Profit sharing 2019 |
|
– |
|
|
– |
|
– |
|
– |
|
Profit sharing 2020 |
|
– |
|
|
– |
|
– |
|
– |
|
Profit sharing 2021 |
|
– |
|
|
– |
|
3,165 |
|
– |
|
LTIP |
|
|
|
– |
|
|
|
– |
|
– |
LTI 2017 (2017 to 2019) |
|
– |
|
|
– |
|
– |
|
– |
|
LTI 2018 (2018 to 2020) |
|
– |
|
|
– |
|
– |
|
– |
|
LTI 2019 (2019 to 2021) |
|
– |
|
|
– |
|
– |
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
375 |
|
22% |
|
– |
|
375 |
|
– |
Compensation awarded or due pursuant to § 162 AktG |
|
1,670 |
|
100% |
|
– |
|
– |
|
– |
Compensation for the fiscal year |
|
– |
|
– |
|
– |
|
4,835 |
|
– |
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
452 |
|
– |
|
– |
|
452 |
|
– |
Total compensation |
|
2,122 |
|
– |
|
– |
|
5,287 |
|
– |
|
|
Matthias Heinzel |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
|
In the fiscal year |
|
For the fiscal year |
||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
|
€ thousand |
|
€ thousand |
Base salary |
|
900 |
|
97% |
|
– |
|
900 |
|
– |
Additional benefits |
|
25 |
|
3% |
|
– |
|
25 |
|
– |
|
|
|
|
|
|
|
|
|
|
|
Profit sharing |
|
|
|
– |
|
|
|
– |
|
– |
Profit sharing 2019 |
|
– |
|
|
– |
|
– |
|
– |
|
Profit sharing 2020 |
|
– |
|
|
– |
|
– |
|
– |
|
Profit sharing 2021 |
|
– |
|
|
– |
|
2,385 |
|
– |
|
LTIP |
|
|
|
– |
|
|
|
– |
|
– |
LTI 2017 (2017 to 2019) |
|
– |
|
|
– |
|
– |
|
– |
|
LTI 2018 (2018 to 2020) |
|
– |
|
|
– |
|
– |
|
– |
|
LTI 2019 (2019 to 2021) |
|
– |
|
|
– |
|
– |
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
– |
|
– |
|
– |
|
– |
|
– |
Compensation awarded or due pursuant to § 162 AktG |
|
925 |
|
100% |
|
– |
|
– |
|
– |
Compensation for the fiscal year |
|
– |
|
– |
|
– |
|
3,310 |
|
– |
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
387 |
|
– |
|
– |
|
387 |
|
– |
Total compensation |
|
1,312 |
|
– |
|
– |
|
3,697 |
|
– |
|
|
Marcus Kuhnert |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
|
In the fiscal year |
|
For the fiscal year |
||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
|
€ thousand |
|
€ thousand |
Base salary |
|
1,200 |
|
20% |
|
1,000 |
|
1,200 |
|
1,000 |
Additional benefits |
|
42 |
|
1% |
|
25 |
|
42 |
|
25 |
|
|
|
|
|
|
|
|
|
|
|
Profit sharing |
|
|
|
43% |
|
|
|
– |
|
2,640 |
Profit sharing 2019 |
|
– |
|
|
2,284 |
|
– |
|
– |
|
Profit sharing 2020 |
|
2,640 |
|
|
– |
|
– |
|
2,640 |
|
Profit sharing 2021 |
|
– |
|
|
– |
|
2,654 |
|
– |
|
LTIP |
|
|
|
37% |
|
|
|
– |
|
2,256 |
LTI 2017 (2017 to 2019) |
|
– |
|
|
977 |
|
– |
|
– |
|
LTI 2018 (2018 to 2020) |
|
2,256 |
|
|
– |
|
– |
|
2,256 |
|
LTI 2019 (2019 to 2021) |
|
– |
|
|
– |
|
3,300 |
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
– |
|
– |
|
– |
|
– |
|
– |
Compensation awarded or due pursuant to § 162 AktG |
|
6,138 |
|
100% |
|
4,286 |
|
– |
|
– |
Compensation for the fiscal year |
|
– |
|
– |
|
– |
|
7,196 |
|
5,921 |
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
406 |
|
– |
|
409 |
|
406 |
|
409 |
Total compensation |
|
6,544 |
|
– |
|
4,695 |
|
7,602 |
|
6,330 |
Compensation awarded and due to former members of the Executive Board in the fiscal year
The compensation awarded or due to former members of the Executive Board during the fiscal year is also presented below. Tranches of the LTIP already allocated before a member of the Executive Board left the company continue to run until the end of the originally contractually agreed term and are settled and paid out after the end of the performance period. In addition, some members who have already left the Executive Board receive fixed payments from pension plans.
In individual cases, there are pension commitments from previous agreements which provide for a supplementary annual variable payment. In accordance with the individual contractual agreements, such supplementary payment is based on the profit of the Group of E. Merck KG, Darmstadt, Germany, and is capped with reference to a percentage of the pension amount received.
The following tables show the compensation awarded or due to former members of the Executive Board in fiscal year 2021 in accordance with section 162 (1) of the German Stock Corporation Act (AktG) and the respective relative share of total compensation. For former members of the Executive Board who left the Executive Board in the last ten years, the information is given by nameing. All members of the Executive Board who left previously are presented anonymously in order to comply with § 162 Stock Corporation Act (AktG) para. 5 sentence 2 on the omission of personal data.
|
|
Stefan Oschmann |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Pension |
|
373 |
|
12% |
|
– |
Others (waiting allowance) |
|
2,745 |
|
88% |
|
– |
Compensation awarded or due pursuant to § 162 AKtG |
|
3,118 |
|
100% |
|
– |
|
|
Udit Batra |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Base salary |
|
– |
|
– |
|
636 |
Additional benefits |
|
– |
|
– |
|
4 |
|
|
|
|
|
|
|
Profit sharing |
|
– |
|
|
|
– |
Profit sharing 2019 |
|
– |
|
36% |
|
2,800 |
Profit sharing 2020 |
|
1,364 |
|
|
– |
|
Group LTIP |
|
– |
|
|
|
– |
LTI 2017 (2017 to 2019) |
|
– |
|
64% |
|
1,262 |
LTI 2018 (2018 to 2020) |
|
2,428 |
|
|
– |
|
|
|
|
|
|
|
|
Others |
|
– |
|
– |
|
– |
Pension |
|
– |
|
– |
|
– |
Compensation awarded or due pursuant to § 162 AKtG |
|
3,792 |
|
100% |
|
4,702 |
|
|
|
|
|
|
|
Service cost |
|
– |
|
– |
|
147 |
Total compensation |
|
3,792 |
|
– |
|
4,849 |
|
|
Walter Galinat |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Group LTIP |
|
|
|
|
|
|
LTI 2017 (2017 to 2019) |
|
– |
|
76% |
|
759 |
LTI 2018 (2018 to 2020) |
|
998 |
|
|
– |
|
|
|
|
|
|
|
|
Others |
|
– |
|
– |
|
– |
Pension |
|
313 |
|
24% |
|
313 |
Compensation awarded or due pursuant to § 162 AKtG |
|
1,311 |
|
100% |
|
1,072 |
|
|
Former Member of the Executive Board 1 |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Pension |
|
542 |
|
57% |
|
542 |
Complementary payment (variable) |
|
406 |
|
43% |
|
400 |
Compensation awarded or due pursuant to § 162 AKtG |
|
948 |
|
100% |
|
942 |
|
|
Former Member of the Executive Board 2 |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Pension |
|
679 |
|
57% |
|
679 |
Complementary payment (variable) |
|
510 |
|
43% |
|
502 |
Compensation awarded or due pursuant to § 162 AKtG |
|
1,189 |
|
100% |
|
1,181 |
|
|
Former Member of the Executive Board 3 |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Pension |
|
441 |
|
57% |
|
441 |
Complementary payment (variable) |
|
331 |
|
43% |
|
326 |
Compensation awarded or due pursuant to § 162 AKtG |
|
772 |
|
100% |
|
767 |
|
|
Former Member of the Executive Board 4 |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Pension |
|
447 |
|
57% |
|
447 |
Complementary payment (variable) |
|
335 |
|
43% |
|
330 |
Compensation awarded or due pursuant to § 162 AKtG |
|
782 |
|
100% |
|
777 |
|
|
Former Member of the Executive Board 5 |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Pension |
|
361 |
|
57% |
|
361 |
Complementary payment (variable) |
|
271 |
|
43% |
|
267 |
Compensation awarded or due pursuant to § 162 AKtG |
|
632 |
|
100% |
|
628 |
|
|
Former Member of the Executive Board 6 |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Pension |
|
128 |
|
67% |
|
128 |
Complementary payment (variable) |
|
64 |
|
33% |
|
63 |
Compensation awarded or due pursuant to § 162 AKtG |
|
192 |
|
100% |
|
191 |
|
|
Former Member of the Executive Board 7 |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Pension |
|
324 |
|
67% |
|
324 |
Complementary payment (variable) |
|
162 |
|
33% |
|
160 |
Compensation awarded or due pursuant to § 162 AKtG |
|
486 |
|
100% |
|
484 |
|
|
Former Member of the Executive Board 8 |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Pension |
|
211 |
|
58% |
|
211 |
Complementary payment (variable) |
|
151 |
|
42% |
|
148 |
Compensation awarded or due pursuant to § 162 AKtG |
|
362 |
|
100% |
|
359 |
|
|
Former Member of the Executive Board 9 |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Pension |
|
87 |
|
2% |
|
520 |
Complementary payment (variable) |
|
4,894 |
|
98% |
|
4,385 |
Compensation awarded or due pursuant to § 162 AKtG |
|
4,980 |
|
100% |
|
4,905 |
In addition, as a result of a Higher Regional Court ruling, a back payment of the 2008 and 2009 profit sharing and corresponding interest were to be paid to a former member of the Executive Board in fiscal year 2021.
|
|
Former Member of the Executive Board 10 |
||||
|---|---|---|---|---|---|---|
|
|
2021 |
|
2020 |
||
|
|
€ thousand |
|
in % |
|
€ thousand |
Back payment profit sharing |
|
|
|
|
|
|
Profit sharing 2008 |
|
3,185 |
|
65% |
|
– |
Profit sharing 2009 |
|
2,845 |
|
|
– |
|
Others |
|
3,303 |
|
35% |
|
– |
Compensation awarded or due pursuant to § 162 AKtG |
|
9,333 |
|
100% |
|
– |
Former members of the Executive Board who only received pension payments in the 2021 fiscal year are shown in the following table. The compensation granted and owed in the 2021 fiscal year in accordance with section 162 (1) AktG consists entirely of non-performance-related compensation elements.
€ thousand |
|
2021 |
|
2020 |
|---|---|---|---|---|
Karl-Ludwig Kley |
|
630 |
|
630 |
Bernd Reckmann |
|
459 |
|
430 |
Michael Becker |
|
466 |
|
466 |
Former member of the Executive Board 11 |
|
430 |
|
418 |
Compliance with the defined maximum compensation
The maximum compensation limits the compensation granted in the fiscal year, i.e., the total of all non-performance-related and performance-related compensation elements granted in a fiscal year. Pension payments are not included in the maximum compensation.
The maximum compensation for the fiscal year is € 11,500,000 for the Chair of the Executive Board and € 9,500,000 each for ordinary members of the Executive Board. The total compensation awarded or due in accordance with § 162 of the Stock Corporation Act (AktG) less any pension payments and plus service costs is below the defined maximum compensation in accordance with § 87a AktG for all members of the Executive Board.
For Stefan Oschmann, a legacy agreement existed prior to the approval of the compensation system by the Annual General Meeting 2021, which provides for a maximum compensation of €12,700,000 in the fiscal year 2021 taking into account the retirement as of April 30, 2021. Such maximum compensation was also complied with in the fiscal year 2021.
In addition to the maximum compensation, there is a separate payment cap for each of the performance-related compensation elements. An upper limit has been set for the amount of profit sharing for all members of the Executive Board. The payout from the Long-Term Incentive Plan cannot exceed 2.5 times the individual award value, even in the case of exceptional performance. In addition, there is a cap on the amount of the total of profit sharing, LTIP and fixed compensation.
Compliance with the defined maximum compensation is ensured by the Personnel Committee setting the amounts of the variable compensation components by resolution.
The defined maximum compensation for the members of the Executive Board is shown in the following table.
in € |
|
Maximum compensation pursuant to section 87a AktG |
|---|---|---|
Belén Garijo (Chair since May 1, 2021) |
|
11,500,000 |
Kai Beckmann |
|
9,500,000 |
Peter Guenter (since January 1, 2021) |
|
9,500,000 |
Matthias Heinzel (since April 1, 2021) |
|
9,500,000 |
Marcus Kuhnert |
|
9,500,000 |