Individual Disclosure of the Compensation of the Executive Board

Compensation awarded or due to current members of the Executive Board in fiscal 2024

In accordance with section 162 (1) of the German Stock Corporation Act (AktG), the compensation awarded or due to each member of the Executive Board in fiscal 2024 and the respective relative share of total compensation are presented transparently in the tables below. This includes all compensation elements that were paid out or became legally due in fiscal 2024. Due to the introduction of the one-year holding period from the LTIP tranche 2021, there will be a payout gap for the LTIP in fiscal 2024.

To ensure a transparent presentation of the relation between business performance and the resulting compensation, variable compensation for fiscal 2024 is also disclosed on a voluntary basis, with the variable compensation components being allocated to the fiscal year in which the final performance was rendered, irrespective of the actual date of payment or the legal due date.

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.

Compensation – Current members of the Executive Board

In fiscal 2024 pursuant to section 162 AktG

 

For fiscal 2024 as voluntary disclosure

Base salary

Additional benefits

Profit sharing for fiscal 2023, payout in fiscal 2024:

 

Profit sharing for fiscal 2024, payout in fiscal 2025:
  • Payout in cash
  • Investment (in shares; 4-year holding period according to Share Ownership Guideline)

 
  • Payout in cash
  • Investment (in shares; 4-year holding period according to Share Ownership Guideline)

–

 

LTIP tranche 2021 (Jan 1, 2021 – Dec 31, 2024),
payout in fiscal 2025

Other compensation

Service cost as voluntary disclosure

The figures presented in the tables have been rounded in accordance with standard commercial practice. As a result, the individual values may not add up to the totals presented.

Compensation awarded or due

 

 

Belén Garijo
Chair of the Executive Board
(since May 1, 2021; previously member of the Executive Board)

 

 

In the fiscal year
(pursuant to section 162 AktG)

 

For the fiscal year
(voluntary disclosure)

 

 

2024

 

2023

 

2024

 

2023

 

 

€ thousand

 

in %

 

€ thousand

 

€ thousand

 

€ thousand

Base salary

 

1,500

 

24.4%

 

1,500

 

1,500

 

1,500

Additional benefits

 

58

 

0.9%

 

89

 

58

 

89

 

 

 

 

 

 

 

 

 

 

 

Profit sharing

 

 

 

 

 

 

 

 

 

 

Profit sharing 2022

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

–

 

–

 

2,927

 

–

 

–

Investment obligation (in shares;
4-year holding period)

 

–

 

–

 

1,463

 

–

 

–

Profit sharing 2023

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

3,058

 

49.8%

 

–

 

–

 

3,058

Investment obligation (in shares;
4-year holding period)

 

1,529

 

24.9%

 

–

 

–

 

1,529

Profit sharing 2024

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

–

 

–

 

–

 

3,010

 

–

Investment obligation (in shares;
4-year holding period)

 

–

 

–

 

–

 

1,505

 

–

LTIP

 

 

 

 

 

 

 

 

 

 

LTIP 2020 (2020 to 2022)

 

–

 

–

 

3,910

 

–

 

–

LTIP 2021 (2021 to 2024)

 

–

 

 

–

 

1,619

 

–

 

 

 

 

 

 

 

 

 

 

 

Compensation awarded or due
pursuant to section 162 AktG

 

6,145

 

100.0%

 

9,889

 

–

 

–

Compensation for the fiscal year

 

–

 

–

 

–

 

7,692

 

6,176

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

640

 

–

 

638

 

640

 

638

Total compensation incl. service cost

 

6,785

 

–

 

10,527

 

8,332

 

6,814
Compensation awarded or due – Kai Beckmann

 

 

Kai Beckmann
Member of the Executive Board

 

 

In the fiscal year
(pursuant to section 162 AktG)

 

For the fiscal year
(voluntary disclosure)

 

 

2024

 

2023

 

2024

 

2023

 

 

€ thousand

 

in %

 

€ thousand

 

€ thousand

 

€ thousand

Base salary

 

1,200

 

26%

 

1,200

 

1,200

 

1,200

Additional benefits

 

20

 

0.4%

 

22

 

20

 

22

 

 

 

 

 

 

 

 

 

 

 

Profit sharing

 

 

 

 

 

 

 

 

 

 

Profit sharing 2022

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

–

 

–

 

2,128

 

–

 

–

Investment obligation (in shares;
4-year holding period)

 

–

 

–

 

1,064

 

–

 

–

Profit sharing 2023

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

2,222

 

48.8%

 

–

 

–

 

2,222

Investment obligation (in shares;
4-year holding period)

 

1,111

 

24.4%

 

–

 

–

 

1,111

Profit sharing 2024

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

–

 

–

 

–

 

2,188

 

–

Investment obligation (in shares;
4-year holding period)

 

–

 

–

 

–

 

1,094

 

–

LTIP

 

 

 

 

 

 

 

 

 

 

LTIP 2020 (2020 to 2022)

 

–

 

–

 

3,406

 

–

 

–

LTIP 2021 (2021 to 2024)

 

–

 

 

–

 

1,268

 

–

 

 

 

 

 

 

 

 

 

 

 

Compensation awarded or due
pursuant to section 162 AktG

 

4,553

 

100.0%

 

7,820

 

–

 

–

Compensation for the fiscal year

 

–

 

–

 

–

 

5,770

 

4,555

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

435

 

–

 

435

 

435

 

435

Total compensation

 

4,988

 

–

 

8,255

 

6,205

 

4,990
Compensation awarded or due – Peter Guenter

 

 

Peter Guenter
Member of the Executive Board
(since January 1, 2021)

 

 

In the fiscal year
(pursuant to section 162 AktG)

 

For the fiscal year
(voluntary disclosure)

 

 

2024

 

2023

 

2024

 

2023

 

 

€ thousand

 

in %

 

€ thousand

 

€ thousand

 

€ thousand

Base salary

 

1,200

 

22.5%

 

1,200

 

1,200

 

1,200

Additional benefits1

 

413

 

7.8%

 

392

 

413

 

392

 

 

 

 

 

 

 

 

 

 

 

Profit sharing

 

 

 

 

 

 

 

 

 

 

Profit sharing 2022

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

–

 

–

 

2,368

 

–

 

–

Investment obligation (in shares;
4-year holding period)

 

–

 

–

 

1,184

 

–

 

–

Profit sharing 2023

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

2,475

 

46.5%

 

–

 

–

 

2,475

Investment obligation (in shares;
4-year holding period)

 

1,237

 

23.2%

 

–

 

–

 

1,237

Profit sharing 2024

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

–

 

–

 

–

 

2,436

 

–

Investment obligation (in shares;
4-year holding period)

 

–

 

–

 

–

 

1,218

 

–

LTIP

 

 

 

 

 

 

 

 

 

 

LTIP 2020 (2020 to 2022)

 

–

 

–

 

–

 

–

 

–

LTIP 2021 (2021 to 2024)

 

–

 

 

–

 

1,404

 

–

 

 

 

 

 

 

 

 

 

 

 

Compensation awarded or due
pursuant to section 162 AktG

 

5,325

 

100.0%

 

5,144

 

–

 

–

Compensation for the fiscal year

 

–

 

–

 

–

 

6,671

 

5,304

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

436

 

–

 

435

 

436

 

435

Total compensation

 

5,761

 

–

 

5,579

 

7,107

 

5,739

1

Includes payment of € 375 thousand to compensate for loss of variable compensation entitlement from former employment relationship.
Compensation awarded or due – Matthias Heinzel

 

 

Matthias Heinzel
Member of the Executive Board
(since April 1, 2021)

 

 

In the fiscal year
(pursuant to section 162 AktG)

 

For the fiscal year
(voluntary disclosure)

 

 

2024

 

2023

 

2024

 

2023

 

 

€ thousand

 

in %

 

€ thousand

 

€ thousand

 

€ thousand

Base salary

 

1,200

 

24.4%

 

1,200

 

1,200

 

1,200

Additional benefits

 

12

 

0.2%

 

16

 

12

 

16

 

 

 

 

 

 

 

 

 

 

 

Profit sharing

 

 

 

 

 

 

 

 

 

 

Profit sharing 2022

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

–

 

–

 

2,368

 

–

 

–

Investment obligation (in shares;
4-year holding period)

 

–

 

–

 

1,184

 

–

 

–

Profit sharing 2023

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

2,475

 

50.3%

 

–

 

–

 

2,475

Investment obligation (in shares;
4-year holding period)

 

1,237

 

25.1%

 

–

 

–

 

1,237

Profit sharing 2024

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

–

 

–

 

–

 

2,436

 

–

Investment obligation (in shares;
4-year holding period)

 

–

 

–

 

–

 

1,218

 

–

LTIP

 

 

 

 

 

 

 

 

 

 

LTIP 2020 (2020 to 2022)

 

–

 

–

 

–

 

–

 

–

LTIP 2021 (2021 to 2024)

 

–

 

 

–

 

1,053

 

–

 

 

 

 

 

 

 

 

 

 

 

Compensation awarded or due
pursuant to section 162 AktG

 

4,924

 

100.0%

 

4,768

 

–

 

–

Compensation for the fiscal year

 

–

 

–

 

–

 

5,919

 

4,928

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

447

 

–

 

454

 

447

 

454

Total compensation

 

5,371

 

–

 

5,222

 

6,366

 

5,382

Compensation awarded or due – Helene von Roeder

 

 

Helene von Roeder
Member of the Executive Board
(since July 1, 2023)

 

 

In the fiscal year
(pursuant to section 162 AktG)

 

For the fiscal year
(voluntary disclosure)

 

 

2024

 

2023

 

2024

 

2023

 

 

€ thousand

 

in %

 

€ thousand

 

€ thousand

 

€ thousand

Base salary

 

1,200

 

39.4%

 

600

 

1,200

 

600

Additional benefits1

 

276

 

9.1%

 

9

 

213

 

962

 

 

 

 

 

 

 

 

 

 

 

Profit sharing

 

 

 

 

 

 

 

 

 

 

Profit sharing 2022

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

–

 

–

 

–

 

–

 

–

Investment obligation (in shares;
4-year holding period)

 

–

 

–

 

–

 

–

 

–

Profit sharing 2023

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

1,044

 

34.3%

 

–

 

–

 

1,044

Investment obligation (in shares;
4-year holding period)

 

522

 

17.2%

 

–

 

–

 

522

Profit sharing 2024

 

 

 

 

 

 

 

 

 

 

Payout in cash

 

–

 

–

 

–

 

2,055

 

–

Investment obligation (in shares;
4-year holding period)

 

–

 

–

 

–

 

1,027

 

–

LTIP

 

 

 

 

 

 

 

 

 

 

LTIP 2020 (2020 to 2022)

 

–

 

–

 

–

 

–

 

–

LTIP 2021 (2021 to 2024)

 

–

 

 

–

 

–

 

–

 

 

 

 

 

 

 

 

 

 

 

Compensation awarded or due
pursuant to section 162 AktG

 

3,043

 

100.0%

 

609

 

–

 

–

Compensation for the fiscal year

 

–

 

–

 

–

 

4,495

 

4,081

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

479

 

–

 

268

 

479

 

268

Total compensation

 

3,522

 

–

 

877

 

4,974

 

4,349

1

In addition, compensation payments and corresponding provisions are included in the additional benefits. In 2024, a payment of € 257 thousand was made to compensate for the loss of short-term variable compensation from previous employment for fiscal 2023. In 2023, provisions of € 696 thousand were created to compensate for the loss of long-term variable compensation entitlements from previous employment. For fiscal 2024, this provision was increased by € 194 thousand.

Compensation awarded or 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.

The following tables show the compensation awarded or due to former members of the Executive Board in fiscal 2024 in accordance with section 162 (1) AktG and the respective relative share of total compensation. Compensation awarded or due includes all amounts received by the former members of the Executive Board in the fiscal year (compensation awarded) or all amounts legally due but not yet received (compensation due). For former members of the Executive Board who left the Executive Board in the last ten years, the information is indicated by name. In accordance with the provisions of section 162 (5) AktG, no personal information is provided on former members of the Executive Board who left the Executive Board more than ten years ago, i.e. before December 31, 2012.

Compensation awarded or due

 

 

Marcus Kuhnert
Member of the Executive Board
(until June 30, 2023)

 

 

2024

 

2023

 

 

€ thousand

 

in %

 

€ thousand

Base salary

 

–

 

–

 

600

Additional benefits

 

–

 

–

 

26

Profit

 

Sharing

 

 

 

 

Profit Sharing 2022

 

–

 

–

 

–

Payout in cash

 

–

 

–

 

1,995

Investment (in shares)

 

–

 

–

 

998

Profit Sharing 2023

 

–

 

40.9%

 

–

Payout in cash

 

1,044

 

–

 

–

Investment (in shares)

 

522

 

–

 

–

LTIP

 

 

 

 

 

 

LTIP 2020 (2020 to 2022)

 

–

 

76.7%

 

2,939

Others (waiting allowance)

 

2,266

 

33.5%

 

600

Compensation awarded or due pursuant to section 162 AKtG

 

3,832

 

100.0%

 

7,158

Former members of the Executive Board who only received pension payments in fiscal 2024 are shown in the following table. The compensation awarded or due in fiscal 2024 in accordance with section 162 (1) AktG consists entirely of non-performance-related compensation elements.

Pension payments

€ thousand

 

2024

 

2023

Karl-Ludwig Kley

 

768

 

756

Bernd Reckmann

 

521

 

443

Stefan Oschmann

 

642

 

619

Payments to former members of the Executive Board and their surviving dependents

Payments to former members of the Executive Board and their surviving dependents are made in the form of pension payments, as a temporary continuation of the basic salary in the event of death, as part of the profit-sharing and the LTIP, as well as compensation for a post-contractual non-compete clause. In fiscal 2024, they amounted to € 18.3 million (previous year: € 14.4 million). Provisions for defined benefit pension commitments in accordance with IAS 19 amounted to € 121.5 million as of December 31, 2024 (December 31, 2023: € 123.8 million).

Compliance with the defined maximum compensation

The maximum compensation limits the compensation awarded or due in the fiscal year, i.e. the total of all non-performance-related and performance-related compensation elements awarded or due 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 sum of the compensation awarded or due in accordance with section 162 AktG less any pension payments and plus pension expenses is below the defined maximum compensation in accordance with section 87a AktG for all members of the Executive Board.

In addition to the maximum compensation, there is a separate contractually agreed payment cap for each of the performance-related compensation elements. A maximum amount has been set for the amount of Profit Sharing for all members of the Executive Board (please find more details in the paragraph “Profit Sharing”). The payout from the LTIP cannot exceed 2.5 times the individual award value, even in cases of exceptional performance.

In addition, there is a contractually agreed maximum limit on the direct compensation, i.e. the sum of base salary, profit-sharing, and LTIP. In this context, it is stipulated that capping compensation, if necessary, shall be applied first to the LTIP and then to the Profit Sharing.

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 and the maximum limit for the direct compensation of the members of the Executive Board are shown in the following table.

Overall compensation limit

€ thousand

 

Maximum limit for Direct Compensation

 

Maximum compensation pursuant to section 87a AktG

Belén Garijo

 

9,800

 

11,500

Kai Beckmann

 

8,000

 

9,500

Peter Guenter

 

8,000

 

9,500

Matthias Heinzel

 

8,000

 

9,500

Helene von Roeder

 

8,000

 

9,500

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