Remuneration granted and owed for current Board of Management members in accordance with § 162 AktG
The remuneration granted and owed and the relative share of these for current members of the Board of Management, which are to be made public in accordance with § 162 (1) sentence 1 AktG, are shown in the following table. The table shows the basic remuneration paid out in the 2024 financial year, the remuneration in kind, the STI paid out in the 2024 financial year which was set for 2023, the LTI (Variable II, 2020 tranche) paid out in the 2024 financial year for which the term of the plan was from 2020 to 2023, and the non-cash benefit (value of the shares at the time of transfer) of the matching shares transferred in the 2024 financial year based on the participation in the SMP. The LTI (Variable II, 2020 tranche) is still a component of the remuneration system that applied until 2020. Please note for the presentation of remuneration granted and owed to Timotheus Höttges that the LTI was reduced by an amount of EUR 640,182 to prevent the maximum remuneration of EUR 9,100,000 from being exceeded.
Short-Term Incentive (STI – 2023)
Target achievement for the STI in the 2023 financial year
The short-term variable remuneration (STI) paid out in the 2024 financial year is based on the 2023 financial year and consists in equal parts (one-third each) of Group financial targets, segment financial targets, and ESG targets. Target achievement for the targets applied can range between 0 % and 150 %. The performance factor resolved by the Supervisory Board is then applied to the resulting target achievement. The stipulated targets, the target achievement, and the resulting payment amounts can be seen in the following table:
Group financial targets
The Group financial targets set by the Supervisory Board and the target achievement of the Group financial targets derived from these can be seen in the table below:
billions of € |
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Weighting |
Lower target achievement |
Target value 100 % target achievement |
Upper target achievement |
Resulta |
Target achievement |
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Service revenues |
30 % |
93.0 |
97.9 |
99.8 |
97.7 |
97 % |
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EBITDA AL |
30 % |
48.3 |
53.7 |
54.8 |
54.3 |
125 % |
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FCF AL |
40 % |
14.9 |
16.5 |
17.2 |
17.7 |
150 % |
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Target achievement for service revenues for the Group was slightly below the planned budget value. In terms of EBITDA AL and FCF AL, results were considerably better than assumed in the budget, leading to target achievement of 125 % and 150 %, respectively. This resulted in weighted target achievement for the Group financial targets for the 2023 financial year of 126 %.
Segment financial targets
The segment financial targets on which the 2023 STI was based are distributed in the same way as for 2024, as shown in the figure in the section on performance-based remuneration components, with the exception of the use of the OPEX ratio instead of external adjusted indirect costs.
ESG targets
The ESG targets were identical for the 2023 STI as for the 2024 STI, which are detailed in the section of the remuneration report on performance-based remuneration components. Overall, the weighted target achievement for the ESG targets was determined to be at 143 %.
The figure for the “CO2 emissions” target for 2023 was also adjusted retrospectively in the management report for the 2024 financial year to account for fugitive emissions, which means that the figure in the management report differs from the one in the table below. Please refer to the section on ESG targets in the 2024 reporting year for more information on the retrospective consideration of fugitive emissions.
The level of ambition and the target achievement derived from this can be seen in the following table:
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Weighting |
Lower target achievement threshold 0 % |
Target value 100 % target achievement |
Upper target achievement threshold 150 % |
Result |
Target achievement |
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CO2 emissions |
50 % |
221 |
185 |
166 |
171 |
137 % |
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Energy consumption |
50 % |
5,163 |
4,871 |
4,725 |
4,567 |
150 % |
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Performance factor
When setting the personal performance factor for the 2023 STI, the Supervisory Board took into account performance in regard to the strategic implementation targets and the value adherence scores, and set a factor of 1.1 for Birgit Bohle, Srinivasan Gopalan, Timotheus Höttges, Dr. Christian P. Illek, Thorsten Langheim, and Dominique Leroy. A factor of 1.05 has been set for Claudia Nemat and a factor of 0.95 for Adel Al-Saleh.
For the 2023 financial year, the Supervisory Board had agreed the following personal strategic implementation targets with the members of the Board of Management, which were a component of the performance review by the Supervisory Board:
Timotheus Höttges |
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Adel Al-Saleh |
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Birgit Bohle |
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Srinivasan Gopalan |
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Dr. Christian P. Illek |
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Thorsten Langheim |
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Dominique Leroy |
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Claudia Nemat |
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The process for determining and deriving target achievement for value adherence is in line with the process applied for value adherence in the 2024 financial year. Please refer to the details in the section on performance-based remuneration components. Based on a comprehensive qualitative evaluation of the achievement of the strategic implementation targets listed and compliance with the value adherence criteria, the performance factors specified above and personal target achievement levels for the 2023 STI were determined for each member of the Board of Management.
Long-Term Incentive (Variable II – 2020 tranche)
The long-term variable remuneration (Variable II, 2020 tranche) paid out in the 2024 financial year is based on the Board of Management remuneration system that applied up to and including 2020 and consisted of four equally weighted target parameters for each of which target achievement can vary between 0 % and 150 %. Variable II (2020 tranche) is an entirely cash-based four-year plan with a term from 2020 to 2023. The level of ambition for the target values was set at the start of the term of the plan for all four years.
Target achievement was determined as follows:
Share Matching Plan (SMP)
The amounts reported as total remuneration include the value applicable at the time of transfer of the matching shares in the 2024 financial year, which was subject to wage tax. All matching shares transferred in the 2024 financial year were transferred four years after the date of the mandatory personal investment in 2020. This means that the date of transfer was different for each member of the Board of Management, as there was a window of approximately three months in 2020 within which the Board member was able to make the personal investment. In this context, Timotheus Höttges received 74,417 shares on April 3, 2024 transferred at a share price of EUR 22.31 and 24,920 shares on April 4 2024 transferred at a share price of EUR 22.18. Thorsten Langheim received 16,292 shares on April 4, 2024 at a share price of EUR 22.18 and a further 14,183 shares on June 4, 2024 transferred at a share price of EUR 22.05. Birgit Bohle received 5,000 shares on April 4, 2024 at a share price of EUR 22.18, 7,279 shares on May 28, 2024 at a share price of EUR 21.67, and a further 11,940 shares on June 5, 2024 at a share price of EUR 22.00. Srinivasan Gopalan received 26,450 shares on May 15, 2024 at a share price of EUR 21.91. Dr. Christian P. Illek received 24,000 matching shares on May 28, 2024 transferred at a share price of EUR 21.67 and Claudia Nemat received a total of 27,350 shares on June 11, 2024 transferred at a share price of EUR 22.42.