Remuneration of the Supervisory Board
The remuneration of the Supervisory Board for 2020 was kEUR 283 (kEUR 232). In addition to reimbursement of their expenses, the Chairman of the Supervisory Board will receive kEUR 120, the Deputy Chairman of the Supervisory Board kEUR 60 and the remaining members of the Supervisory Board, with the exception of the Managing Directors, 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 2020 fiscal year:
in kEUR |
Fixedremuneration |
Consultancyservices |
Total |
|||
|
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
Dr. Christian Diekmann, Chairman (from 18/05/2019) |
120 |
75 |
0 |
27 |
120 |
102 |
Dr. Jens Kruse, Deputy Chairman (from 01/01/2019 until 17/05/2019 Chairman) |
60 |
83 |
0 |
0 |
60 |
83 |
Dr. Ralf Guckert (from 25/01/2019, until 17/05/2019 Deputy chairman) |
40 |
48 |
0 |
0 |
40 |
48 |
Oliver Jaster (until 29/05/2020) |
17 |
40 |
0 |
0 |
17 |
40 |
Karoline Kalb (from 30/05/2020) |
23 |
0 |
17 |
0 |
40 |
0 |
Marcel Neustock (from 30/05/2020) |
23 |
0 |
0 |
0 |
23 |
0 |
The members of the Supervisory Board received no loans or advances in the 2020 fiscal year.
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 designed 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 fringe benefits (including the use of a private company car, insurance premiums and rent subsidies for housing). The performance-related remuneration consists of a one-year variable remuneration (Short Term Incentive Plan ÒSTIPÓ and a multi-year variable remuneration (Long Term Incentive Plan ÒLTIPÓ). STIP is granted annually and LTIP is granted after the end of the respective terms of three or four years.
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 their influence on the value chain. The performance targets relate to EBIT and return on capital employed (RoCE), in each case with regard to the Group and, for Managing Directors with direct responsibility for a segment, in each case with regard to the segment concerned. 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 their 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 return on capital employed (RoCE), weighted average cost of capital (WACC) and the amount of capital employed, in each case with regard to the MAX Group and, for Managing Directors with direct responsibility for a segment, in each case with regard to the segment in question. 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 assessment period of the LTIP tranche granted for the 2020 fiscal year covers the 2019 to 2021, 2020 to 2022 and 2021 to 2023 fiscal years. Since the amount paid out is not fixed until the end of the respective tranche, the amount granted is reviewed annually.
In addition, three of the four Managing Directors are granted what are known as phantom shares under a three-year LTIP. On the key date set for each fiscal year (“issue date”), the Managing Directors are granted fictitious shares (“phantom shares”) for a value determined by the Supervisory Board (“issue value”). 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. 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 an individually determined maximum amount of the issue value. The fair value of the phantom shares for each tranche is determined using the Black-Scholes-Merton method.
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 a three-year term in each case.
On 1 January 2021, a new Managing Director took office at MAX Automation SE. In addition to fixed compensation and a STIP, the latter will be granted a one-time sign-on bonus in 2021. In addition, they will be given the opportunity to receive phantom shares on a fixed date for each year of their four-year contract term, which are then settled after a predefined holding period of four years. 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 five times (500%) the equivalent value at issue.
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 Supervisory Board of MAX Automation SE is revising the remuneration system currently in place in accordance with the requirements of Section 87a (1) AktG and the recommendations in part G.I of the German Corporate Governance Code (GCGC). The company is making use of the designated temporary regulations and will present a revised remuneration system for endorsment at the Ordinary Annual General Meeting 2021.
The following tables show the amounts granted to and received by the Managing Directors of MAX Automation SE in the fiscal year 2020. MAX Automation SE explicitly points out at this point that the amounts stated for the phantom shares (both for 2020 and the minimum and maximum amounts) are exclusively those determined in the context of the application of IFRS 2 (Share-based Payment) and are therefore of a more theoretical nature. The underlying calculation logic is explained in the Notes.
Daniel Fink |
Benefits |
Benefits |
||||
|
2020 |
2020 |
|
|
|
|
kEUR |
(min) |
(max) |
2020 |
2019 |
2020 |
2019 |
Fixed compensation |
0 |
0 |
0 |
80 |
0 |
80 |
Ancillary benefits* |
0 |
0 |
0 |
7 |
0 |
7 |
Total |
0 |
0 |
0 |
87 |
0 |
87 |
One-year variable compensation (STIP) |
0 |
0 |
0 |
51 |
0 |
51 |
Multi-year variable compensation (LTIP) |
0 |
0 |
0 |
314 |
0 |
314 |
thereof 2016 to 2019 program1) |
0 |
0 |
0 |
0 |
0 |
0 |
thereof 2017 to 2020 program1) |
0 |
0 |
0 |
0 |
0 |
0 |
thereof 2018 to 2021 program1) |
0 |
0 |
0 |
0 |
0 |
0 |
Total |
0 |
0 |
0 |
452 |
0 |
452 |
Pension expense |
0 |
0 |
0 |
0 |
0 |
0 |
Total compensation |
0 |
0 |
0 |
452 |
0 |
452 |
*The main ancillary benefits were private use of company car, insurance premiums and rent subsidies for housing.
1) Payment in 2019.
Andreas Krause |
Benefits |
Benefits |
||||
|
2020 |
2020 |
|
|
|
|
kEUR |
(min) |
(max) |
2020 |
2019 |
2020 |
2019 |
Fixed compensation |
124 |
124 |
124 |
270 |
124 |
270 |
Compensation |
560 |
560 |
560 |
0 |
560 |
0 |
Ancillary benefits* |
16 |
16 |
16 |
35 |
16 |
35 |
Total |
700 |
700 |
700 |
305 |
700 |
305 |
One-year variable compensation (STIP) |
0 |
258 |
0 |
186 |
186 |
40 |
Multi-year variable compensation (LTIP) |
0 |
92 |
0 |
92 |
0 |
0 |
thereof 2018 to 2021 program |
0 |
46 |
0 |
46 |
0 |
0 |
thereof 2019 to 2022 program |
0 |
46 |
0 |
46 |
0 |
0 |
Total |
700 |
1,050 |
700 |
583 |
886 |
345 |
Pension expense |
0 |
0 |
0 |
0 |
0 |
0 |
Total compensation |
700 |
1,050 |
700 |
583 |
886 |
345 |
*The main ancillary benefits were private use of company car and rent subsidies for housing.
Werner Berens |
Benefits |
Benefits |
||||
|
2020 |
2020 |
|
|
|
|
kEUR |
(min) |
(max) |
2020 |
2019 |
2020 |
2019 |
Fixed compensation |
230 |
230 |
230 |
153 |
230 |
153 |
Ancillary benefits* |
37 |
37 |
37 |
23 |
37 |
23 |
Total |
267 |
267 |
267 |
176 |
267 |
176 |
One-year variable compensation (STIP) |
0 |
255 |
180 |
210 |
210 |
0 |
Multi-year variable compensation (LTIP) |
0 |
585 |
137 |
48 |
0 |
0 |
thereof LTIP group 2019 to 2021 |
0 |
45 |
0 |
0 |
0 |
0 |
thereof LTIP group 2020 to 2022 |
0 |
45 |
0 |
0 |
0 |
0 |
thereof LTIP group 2021 to 2023 |
0 |
45 |
30 |
0 |
0 |
0 |
thereof LTIP Phantom Shares 2019 to 2021 |
0 |
60 |
13 |
24 |
0 |
0 |
thereof LTIP Phantom Shares 2020 to 2022 |
0 |
60 |
17 |
0 |
0 |
0 |
thereof LTIP Phantom Shares 2021 to 2023 |
0 |
60 |
13 |
0 |
0 |
0 |
thereof LTIP business unit 2019 to 2021 |
0 |
90 |
27 |
24 |
0 |
0 |
thereof LTIP business unit 2020 to 2022 |
0 |
90 |
20 |
0 |
0 |
0 |
thereof LTIP business unit 2021 to 2023 |
0 |
90 |
17 |
0 |
0 |
0 |
Total |
267 |
1,107 |
584 |
434 |
477 |
176 |
Pension expense |
0 |
0 |
0 |
0 |
0 |
0 |
Total compensation |
267 |
1,107 |
584 |
434 |
477 |
176 |
*The main ancillary benefits were private use of company car, insurance premiums and rent subsidies for housing.
Dr. Guido Hild |
Benefits |
Benefits |
||||
|
2020 |
2020 |
|
|
|
|
kEUR |
(min) |
(max) |
2020 |
2019 |
2020 |
2019 |
Fixed compensation |
198 |
198 |
198 |
93 |
198 |
93 |
Ancillary benefits* |
24 |
24 |
24 |
11 |
24 |
11 |
Total |
222 |
222 |
222 |
104 |
222 |
104 |
One-year variable compensation (STIP) |
0 |
151 |
46 |
59 |
60 |
0 |
Multi-year variable compensation (LTIP) |
0 |
399 |
69 |
29 |
0 |
0 |
thereof LTIP group 2019 to 2021 |
0 |
38 |
0 |
0 |
0 |
0 |
thereof LTIP group 2020 to 2022 |
0 |
38 |
0 |
0 |
0 |
0 |
thereof LTIP group 2021 to 2023 |
0 |
38 |
25 |
0 |
0 |
0 |
thereof LTIP Phantom Shares 2019 to 2021 |
0 |
50 |
11 |
20 |
0 |
0 |
thereof LTIP Phantom Shares 2020 to 2022 |
0 |
50 |
14 |
0 |
0 |
0 |
thereof LTIP Phantom Shares 2021 to 2023 |
0 |
50 |
11 |
0 |
0 |
0 |
thereof LTIP business unit 2019 to 2021 |
0 |
45 |
2 |
9 |
0 |
0 |
thereof LTIP business unit 2020 to 2022 |
0 |
45 |
0 |
0 |
0 |
0 |
thereof LTIP business unit 2021 to 2023 |
0 |
45 |
6 |
0 |
0 |
0 |
Total |
222 |
772 |
337 |
202 |
282 |
104 |
Pension expense |
0 |
0 |
0 |
0 |
0 |
0 |
Total compensation |
222 |
772 |
337 |
202 |
282 |
104 |
*The main ancillary benefits were private use of company car and insurance premiums.
Patrick Vandenrhijn |
Benefits |
Benefits |
||||
|
2020 |
2020 |
|
|
|
|
kEUR |
(min) |
(max) |
2020 |
2019 |
2020 |
2019 |
Fixed compensation |
230 |
230 |
230 |
153 |
230 |
153 |
Ancillary benefits* |
29 |
29 |
29 |
13 |
29 |
13 |
Total |
259 |
259 |
259 |
166 |
259 |
166 |
One-year variable compensation (STIP) |
0 |
255 |
60 |
172 |
153 |
0 |
Multi-year variable compensation (LTIP) |
235 |
1,120 |
332 |
275 |
235 |
0 |
thereof LTIP group 2019 to 2021 |
0 |
45 |
0 |
0 |
0 |
0 |
thereof LTIP group 2020 to 2022 |
0 |
45 |
0 |
0 |
0 |
0 |
thereof LTIP group 2021 to 2023 |
0 |
45 |
30 |
0 |
0 |
0 |
thereof LTIP Phantom Shares 2019 to 2021 |
0 |
60 |
13 |
24 |
0 |
0 |
thereof LTIP Phantom Shares 2020 to 2022 |
0 |
60 |
17 |
0 |
0 |
0 |
thereof LTIP Phantom Shares 2021 to 2023 |
0 |
60 |
13 |
0 |
0 |
0 |
thereof LTIP business unit 2019 to 2021 |
0 |
90 |
8 |
16 |
0 |
0 |
thereof LTIP business unit 2020 to 2022 |
0 |
90 |
6 |
0 |
0 |
0 |
thereof LTIP business unit 2021 to 2023 |
0 |
90 |
10 |
0 |
0 |
0 |
thereof special program 2017 to 2019 |
235 |
235 |
235 |
235 |
235 |
0 |
thereof special program 2020 to 2022 |
0 |
300 |
0 |
0 |
0 |
0 |
Total |
494 |
1,634 |
651 |
613 |
647 |
166 |
Pension expense |
0 |
0 |
0 |
0 |
0 |
0 |
Total compensation |
494 |
1,634 |
651 |
613 |
647 |
166 |
*The main ancillary benefits were private use of company car, insurance premiums and rent subsidies for housing.
Dr. Christian Diekmann |
Benefits |
Benefits |
||||
|
2020 |
2020 |
|
|
|
|
kEUR |
(min) |
(max) |
2020 |
2019 |
2020 |
2019 |
Fixed compensation |
0 |
0 |
0 |
0 |
0 |
0 |
Ancillary benefits* |
0 |
0 |
0 |
0 |
0 |
0 |
Total |
0 |
0 |
0 |
0 |
0 |
0 |
Sign-on Bonus (one-time bonus) |
125 |
125 |
125 |
0 |
0 |
0 |
One-year variable compensation (STIP) |
0 |
0 |
0 |
0 |
0 |
0 |
Multi-year variable compensation (LTIP) |
900 |
4,500 |
357 |
0 |
0 |
0 |
thereof LTIP Phantom Shares 2021 to 2024 |
225 |
1,125 |
173 |
0 |
0 |
0 |
thereof LTIP Phantom Shares 2022 to 2025 |
225 |
1,125 |
86 |
0 |
0 |
0 |
thereof LTIP Phantom Shares 2023 to 2026 |
225 |
1,125 |
57 |
0 |
0 |
0 |
thereof LTIP Phantom Shares 2024 to 2027 |
225 |
1,125 |
41 |
0 |
0 |
0 |
Total |
1,025 |
4,625 |
482 |
0 |
0 |
0 |
Pension expense |
0 |
0 |
0 |
0 |
0 |
0 |
Total compensation |
1,025 |
4,625 |
482 |
0 |
0 |
0 |