Reporting on Board members’ compensation
Remuneration of the Supervisory Board
The Remuneration of the Supervisory Board for 2019 was kEUR 273 (kEUR 232). In addition to reimbursement of their expenses, the Chairman of the Supervisory Board will receive kEUR 120, the Vice Chairman of the Supervisory Board kEUR 60 and the remaining members of the Supervisory Board, with the exception of the Managing Director, kEUR 40 after the end of the fiscal year.
For the individual members of the Supervisory Board, this resulted in the following remuneration for the 2019 fiscal year:
in kEUR |
Fixed remuneration |
Consultancy services |
Total |
|||
|---|---|---|---|---|---|---|
|
2018 |
2019 |
2018 |
2019 |
2018 |
2019 |
Gerhard Lerch, Chairman (until 31/12/2018) |
132 |
0 |
0 |
0 |
132 |
0 |
Dr. Christian Diekmann, Chairman (since 18/05/2019) |
0 |
75 |
0 |
27 |
0 |
102 |
Dr. Jens Kruse, Vice Chairman (from 01/01/2019 until 17/05/2019 Chairman) |
60 |
83 |
0 |
0 |
60 |
83 |
Dr. Ralf Guckert (Deputy from 25/01/2019 until 17/05/2019 Chairman) |
0 |
48 |
0 |
0 |
0 |
48 |
Oliver Jaster |
40 |
40 |
0 |
0 |
40 |
40 |
The above table includes fixed remuneration for the Supervisory Board mandates of Vecoplan AG for Mr. Lerch in the amount of kEUR 12 for the 2018 fiscal year.
The members of the Supervisory Board received no loans or advances in the 2019 fiscal year.
Compensation report
The remuneration system of MAX Automation SE is based on the principles of appropriateness and sustainability. The amount of the total remuneration takes into account in particular the duties of the Managing Director, his personal performance, the economic situation, the success and future prospects of the company including the market environment, the wage and salary structure in the company and the remuneration in other companies of comparable size and industry.
The total remuneration of the Managing Directors includes non-performance-related and performance-related components. The objectives set by the Supervisory Board as part of the performance-related remuneration components are design Ed to provide sustainable and long-term performance incentives to increase the profitability and value of the MAX Group as a whole, thereby generating added value for all stakeholders.
The overall remuneration structure is geared towards sustainable corporate development. Fixed remuneration accounts for a significant proportion of the total remuneration. The performance-related remuneration components also include some with a multi-year assessment basis. Their proportion is becoming increasingly important due to the length of the assessment period with an annual grant. The employment contracts of the Managing Directors contain provisions under which an appropriate reduction in remuneration is permissible if the situation of the company deteriorates to such an extent that the continuation of remuneration would be unreasonable. The remuneration regulations also have a cap on both the performance-related components and the total remuneration.
The non-performance-related parts of the remuneration consist of a fixed remuneration in the form of the annual fixed salary, which is paid monthly on a pro rata basis, and ancillary benefits (including the use of a private use of company car, insurance premiums and rent subsidies for housing). The performance-related remuneration consists of aone-year variable remuneration (Short Term Incentive Plan "STIP") and a multi-year variable remuneration (Long Term Incentive Plan "LTIP"). STIP is granted annually and LTIP is granted after the end of the respective terms of three or four years. For the 2019 fiscal year, the Managing Directors will be granted the variable compensation for the entire fiscal year, regardless of whether they take up the position of Managing Director.
Payment of the STIP is linked to the achievement of financial performance targets for the respective fiscal year. The target amount (amount paid out on 100% target achievement) of the STIP was set by the Supervisory Board as a percentage of the annual fixed salary or as a euro amount. In setting the target amount, the Supervisory Board has taken into account, among other things, the tasks and performance of the Managing Director and his influence on the value chain. The performance targets relate to EBIT and RoCE (return on capital employed), both with regard to the Group. The target values are determined annually at the beginning of the fiscal year by the Supervisory Board, which also sets minimum values below which no payout is made and maximum values above which the payout amount is 150% of the target amount (cap). In this respect, the payout range is between 0% and 150% of the target amount.
Payment of the LTIP is linked to the achievement of financial performance targets that are measured over a period of three or four fiscal years, beginning with the fiscal year in which the respective tranche is granted. As with the STIP, the target amount (amount paid out on 100% target achievement) of the LTIP was set by the Supervisory Board as a percentage of the annual fixed salary or as a euro amount. For the LTIP as well, the Supervisory Board has taken into account, among other things, the tasks and performance of the Managing Director and his influence on the value chain in setting the target amount. The performance targets relate to revenue growth and what is known as "MAX added value", which includes RoCE (return on capital employed), WACC (weighted average cost of capital) and the amount of capital employed, in each case with regard to the Group. The target values are determined by the Supervisory Board at the beginning of the first fiscal year of the three- or four-year term. As with the STIP, the Supervisory Board also sets minimum values below which no payout is made and maximum values above which the payout amount is 150% of the target amount (cap). The payout range is therefore between 0% and 150% of the target amount for the LTIP as well. The term and the assessment period of the LTIP tranche granted for fiscal year 2019 comprise fiscal years 2019 to 2021 for a three-year term and 2018 to 2021 and 2019 to 2022 for a four-year term. Since the payment amount is not fixed until the end of the respective tranche, the grant is made in the last year of the respective tranche.
In addition, three of the four Managing Directors are granted so-called phantom shares under a three-year LTIP. On 1 July of each fiscal year ("issue date"), the Managing Directors are granted fictitious shares ("phantom shares") for a value determined by the Supervisory Board ("equivalent value"). The phantom shares are not stock options. The number of phantom shares to be granted in each case is calculated as the quotient of the equivalent value and the arithmetic mean of the closing prices of the MAX Automation SE ordinary share determined in XETRA trading on the Frankfurt Stock Exchange within a period of 90 trading days before the issue date. The phantom shares entitle the Managing Director to receive a gross amount ("phantom share payment") on the settlement date equal to the settlement value multiplied by the number of phantom shares. The settlement value is the arithmetic mean of the closing prices of the MAX Automation SE ordinary share determined in XETRA trading on the Frankfurt Stock Exchange within a period of 90 trading days prior to the settlement date ("settlement value"). The phantom share payment is limited to a maximum amount of twice (200%) the initial value. The fair value of the phantom shares as of 31 December 2019 is kEUR 69 based on the arithmetic mean of the closing prices of the MAX Automation SE ordinary shares within a period of 90 trading days prior to the reporting date. There were no modifications to the existing program in the fiscal year. Liabilities from the program amounted to kEUR 69 as of the reporting date, compared to EUR 0 in the prior year.
In addition, a special bonus is granted to one of the Managing Directors, which was already agreed upon before he became Managing Director. This special bonus is based on the fact that the Managing Director holds a MAX Automation SE block of shares, the purchase price of which is used as a factor (starting value) for the EBIT development (analogous to an EBIT multiple valuation) of the division for which the Managing Director is responsible. The special bonus is paid out as a long-term incentive at the end of each three-year term.
No other or similar securities-based incentive schemes have been granted to the Managing Directors or employees.
In the event of premature termination of the contract of employment, the Managing Director shall, in principle, receive a termination payment in settlement of his remuneration in the amount of the pro rata annual fixed salary for three months, but in principle no more than the pro rata value of his remuneration entitlements for the remaining term of the contract of employment. There is no entitlement to severance pay if the company is entitled to terminate the contract for good cause or if the Managing Director resigns from office without good cause set by the company. The service contracts do not contain any specific commitments in the event of premature termination of the Managing Director following a change of control.
The company has made no pension commitments to former or current Managing Directors. There are also no pension commitments to former members of the Management Board of the AG. Accordingly, no provisions had to be formed for this.
The following amounts have been granted to the Managing Directors of MAX Automation SE in the 2019 fiscal year:
kEUR |
Daniel Fink, Managing Director (CEO) until 31/03/2019 |
|||
|---|---|---|---|---|
|
|
|
(min) |
(max) |
Fixed compensation |
320 |
80 |
80 |
80 |
Ancillary benefits* |
34 |
7 |
7 |
7 |
Total |
354 |
87 |
87 |
87 |
One-year variable compensation (STIP) |
61 |
51 |
0 |
79 |
Multi-year variable compensation (LTIP) |
266 |
314 |
0 |
393 |
thereof 2016 to 2019 program1) |
0 |
0 |
0 |
189 |
thereof 2017 to 2020 program1) |
126 |
0 |
0 |
131 |
thereof 2018 to 2021 program1) |
140 |
0 |
0 |
73 |
Total |
681 |
452 |
87 |
559 |
Pension expense |
0 |
0 |
0 |
0 |
Total compensation |
681 |
452 |
87 |
559 |
*The main ancillary benefits were private use of company car, insurance premiums and rent subsidies for housing.
1) Payment in 2019
kEUR |
Fabian Spilker, Managing Director (CFO) until 31/03/2018 |
|||
|---|---|---|---|---|
|
|
|
(min) |
(max) |
Fixed compensation |
84 |
0 |
0 |
0 |
compensation |
600 |
0 |
0 |
0 |
Ancillary benefits* |
9 |
0 |
0 |
0 |
Total |
693 |
0 |
0 |
0 |
One-year variable compensation (STIP)2) |
0 |
0 |
0 |
0 |
Multi-year variable compensation (LTIP)2) |
0 |
0 |
0 |
0 |
thereof 2016 to 2019 program |
0 |
0 |
0 |
0 |
thereof 2017 to 2020 program |
0 |
0 |
0 |
0 |
thereof 2018 to 2021 program |
0 |
0 |
0 |
0 |
Total |
693 |
0 |
0 |
0 |
Pension expense |
0 |
0 |
0 |
0 |
Total compensation |
693 |
0 |
0 |
0 |
*The main ancillary benefits were private use of company car and insurance premiums.
2) Offsetting against other remuneration components with retirement in 2018.
kEUR |
Andreas Krause, Managing Director (CFO) since 01/03/2018 |
|||
|---|---|---|---|---|
|
|
|
(min) |
(max) |
Fixed compensation |
225 |
270 |
270 |
270 |
Ancillary benefits* |
24 |
35 |
35 |
35 |
Total |
249 |
305 |
305 |
305 |
One-year variable compensation (STIP) |
42 |
186 |
0 |
258 |
Multi-year variable compensation (LTIP) |
92 |
92 |
0 |
92 |
thereof 2018 to 2021 program |
92 |
46 |
0 |
46 |
thereof 2019 to 2022 program |
0 |
46 |
0 |
46 |
Total |
383 |
583 |
305 |
655 |
Pension expense |
0 |
0 |
0 |
0 |
Total compensation |
383 |
583 |
305 |
655 |
*The main ancillary benefits were private use of company car, insurance premiums and rent subsidies for housing.
kEUR |
Werner Berens, Managing Director since 01/05/2019 |
|||
|---|---|---|---|---|
|
|
|
(min) |
(max) |
Fixed compensation |
0 |
153 |
153 |
153 |
Ancillary benefits* |
0 |
23 |
23 |
23 |
Total |
0 |
176 |
176 |
176 |
One-year variable compensation (STIP) |
0 |
210 |
15 |
255 |
Multi-year variable compensation (LTIP) |
0 |
48 |
0 |
105 |
thereof LTIP group 2019 to 2021 |
0 |
0 |
0 |
15 |
thereof LTIP Phantom Shares 2019 to 2021 |
0 |
24 |
0 |
60 |
thereof LTIP business unit 2019 to 2021 |
0 |
24 |
0 |
30 |
Total |
0 |
434 |
191 |
536 |
Pension expense |
0 |
0 |
0 |
0 |
Total compensation |
0 |
434 |
191 |
536 |
*The main ancillary benefits were private use of company car, insurance premiums and rent subsidies for housing.
kEUR |
Dr. Guido Hild, Managing Director since 01/07/2019 |
|||
|---|---|---|---|---|
|
|
|
(min) |
(max) |
Fixed compensation |
0 |
93 |
93 |
93 |
Ancillary benefits* |
0 |
11 |
11 |
11 |
Total |
0 |
104 |
104 |
104 |
One-year variable compensation (STIP) |
0 |
59 |
0 |
115 |
Multi-year variable compensation (LTIP) |
0 |
29 |
0 |
78 |
thereof LTIP group 2019 to 2021 |
0 |
0 |
0 |
13 |
thereof LTIP Phantom Shares 2019 to 2021 |
0 |
20 |
0 |
50 |
thereof LTIP business unit 2019 to 2021 |
0 |
9 |
0 |
15 |
Total |
0 |
202 |
104 |
297 |
Pension expense |
0 |
0 |
0 |
0 |
Total compensation |
0 |
202 |
104 |
297 |
*The main ancillary benefits were private use of company car and insurance premiums.
kEUR |
Patrick Vandenrijhn, Managing Director since 01/05/2019 |
|||
|---|---|---|---|---|
|
|
|
(min) |
(max) |
Fixed compensation |
0 |
153 |
153 |
153 |
Ancillary benefits* |
0 |
13 |
13 |
13 |
Total |
0 |
166 |
166 |
166 |
One-year variable compensation (STIP) |
0 |
172 |
15 |
255 |
Multi-year variable compensation (LTIP) |
0 |
275 |
0 |
340 |
thereof LTIP group 2019 to 2021 |
0 |
0 |
0 |
15 |
thereof LTIP Phantom Shares 2019 to 2021 |
0 |
24 |
0 |
60 |
thereof LTIP business unit 2019 to 2021 |
0 |
16 |
0 |
30 |
thereof special program 2017 to 2019 |
0 |
235 |
0 |
235 |
Total |
0 |
613 |
181 |
761 |
Pension expense |
0 |
0 |
0 |
0 |
Total compensation |
0 |
613 |
181 |
761 |
*The main ancillary benefits were private use of company car, insurance premiums and rent subsidies for housing.
The following amounts or values have accrued to the individual Managing Directors of MAX Automation SE in fiscal year 2019:
in kEUR |
Daniel Fink, Managing Director (CEO) until 31/03/2019 |
Fabian Spilker, Managing Director (CFO) until 31/03/2018 |
Andreas Krause, Managing Director (CFO) since 01/03/2018 |
|||
|---|---|---|---|---|---|---|
|
2018 |
2019 |
2018 |
2019 |
2018 |
2019 |
Fixed compensation |
320 |
80 |
84 |
0 |
225 |
270 |
compensation |
0 |
0 |
600 |
0 |
0 |
0 |
Ancillary benefits |
34 |
7 |
9 |
0 |
24 |
35 |
Total |
354 |
87 |
693 |
0 |
249 |
305 |
One-year variable compensation |
0 |
51 |
0 |
0 |
0 |
40 |
Multi-year variable compensation |
0 |
314 |
0 |
0 |
0 |
0 |
Total |
354 |
452 |
693 |
0 |
249 |
345 |
Pension expense |
0 |
0 |
0 |
0 |
0 |
0 |
Total compensation |
354 |
452 |
693 |
0 |
249 |
345 |
in kEUR |
Werner Berens, Managing Director since 01/05/2019 |
Dr. Guido Hild, Managing Director since 01/07/2019 |
Patrick Vandenrijhn, Managing Director since 01/05/019 |
|||
|---|---|---|---|---|---|---|
|
2018 |
2019 |
2018 |
2019 |
2018 |
2019 |
Fixed compensation |
0 |
153 |
0 |
93 |
0 |
153 |
compensation |
0 |
0 |
0 |
0 |
0 |
0 |
Ancillary benefits |
0 |
23 |
0 |
11 |
0 |
13 |
Total |
0 |
176 |
0 |
104 |
0 |
166 |
One-year variable compensation |
0 |
0 |
0 |
0 |
0 |
0 |
Multi-year variable compensation |
0 |
0 |
0 |
0 |
0 |
0 |
Total |
0 |
176 |
0 |
104 |
0 |
166 |
Pension expense |
0 |
0 |
0 |
0 |
0 |
0 |
Total compensation |
0 |
176 |
0 |
104 |
0 |
166 |
The Managing Directors received no loans or advances in the 2019 fiscal year.
Former Managing Directors of the AG or their surviving dependents did not receive any remuneration in the 2019 fiscal year.
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