Compensation system for the Board of Management

The Supervisory Board Personnel Committee reviews the compensation system for the Board of Management at regular intervals and formulates proposals for its further development where necessary. The Supervisory Board examines these recommendations carefully and passes its resolutions on that basis. Several criteria are used to assess the appropriateness of the Board of Management’s compensation. These include the tasks of the Board of Management as a whole and of its respective members, the members’ personal performance, the economic situation as well as the company’s long-term success and outlook. Furthermore, the Supervisory Board follows the development of the Board of Management’s compensation in comparison with other companies as well as with the top management team and the workforce at Dürr.

The current compensation system has been in place since 2010. The compensation for the Board of Management consists of non-performance-related and performance-related (variable) components. The non-performance-related component is made up of the basic compensation (fixed compensation) payable in equal monthly installments, plus fringe benefits. The latter include the use of a company car, for example.

Performance-related compensation is based on short-term and long-term incentives; special bonuses may also be paid. The short-term incentive (STI) is calculated by multiplying the Group's earnings before tax minus € 100 million by an individually defined factor. The STI payment is subject to a cap and is only applicable if the Group's EBT exceeds the minimum threshold of € 100 million.

The compensation payable under the long-term incentive (LTI) scheme is based on the development of Dürr’s share price and the Group’s average EBIT margin over a three-year period (LTI period). The LTI scheme operates on a rolling basis. Each year a specified number of virtual Dürr shares are issued, known as performance share units. In 2017, the following performance share units were issued: 25,000 for Ralf W. Dieter, 3,000 for Carlo Crosetto and 4,000 for Dr.-Ing. Jochen Weyrauch. The amount payable at the end of the three-year LTI period is calculated by multiplying the number of performance share units by a share price multiplier and an EBIT multiplier. The LTI payment and the EBIT multiplier are subject to caps.

Total compensation expense for the Board of Management in 2017 was € 8,407 thousand (previous year: € 7,886 thousand). Former members of the Board of Management received pension benefits in the amount of € 550 thousand (previous year: € 542 thousand).

Ralf W. Dieter
CEO
Carlo Crosetto
CFO
Joined March 1, 2017
Dr. Jochen Weyrauch
Member of the Board of Management
Joined January 1, 2017
2016 2017 2017
(min)
2017
(max)
2017 2017
(min)
2017
(max)
2017 2017
(min)
2017
(max)
Basic compensation
(fixed compensation)
800,000 800,000 800,000 800,000 416,667 416,667 416,667 500,000 500,000 500,000
Fringe benefits
(payments in kind, allowances
related to insurance premiums etc.)
49,179 50,908 50,908 50,908 13,162 13,162 13,162 15,762 15,762 15,762
Total 849,179 850,908 850,908 850,908 429,829 429,829 429,829 515,762 515,762 515,762
One-year variable compensation (STI) 1,581,260 1,600,00 0 1,600,000 566,183 0 583,333 679,420 0 700,000
Total of multi-year variable compensation (LTI) 1,200,000 1,200,00 0 1,200,000 125,000 0 125,000 200,000 0 200,000
Variable compensation
LTI 2014 – 2016
400,000 - - - - - - - - -
Variable compensation
LTI 2015 – 2017
400,000 400,000 0 400,000 - - - - - -
Variable compensation
LTI 2016 – 2018
400,000 400,000 0 400,000 - - - - - -
Variable compensation
LTI 2017 – 2019
- 400,000 0 400,000 125,000 0 125,000 200,000 0 200,000
Other variable compensation 0 0 0 10,000 0 0 175,000 0 0 260,000
Total 3,630,439 3,650,908 850,908 3,660,908 1,121,012 429,829 1,313,162 1,395,182 515,762 1,675,762
Benefit obligation contribution 640,000 640,000 480,000 640,000 69,976 41,667 70,833 83,971 50,000 85,000
Total compensation 4,270,439 4,290,908 1,330,908 4,300,908 1,190,998 471,495 1,383,995 1,479,153 565,762 1,760,762
Ralph Heuwing
CFO
Until May 14, 2017
2016 2017 2017
(min)
2017
(max)
Basic compensation
(fixed compensation)
650,000 240,219 240,219 240,219
Fringe benefits
(payments in kind, allowances
related to insurance premiums etc.)
33,125 11,787 11,787 11,787
Total 683,125 252,006 252,006 252,006
One-year variable compensation (STI) 1,423,134 600,000 0 600,000
Total of multi-year variable compensation (LTI) 1,200,000 566,667 0 566,667
Variable compensation
LTI 2014 – 2016
400,000 - - -
Variable compensation
LTI 2015 – 2017
400,000 322,222 0 322,222
Variable compensation
LTI 2016 – 2018
400,000 188,889 0 188,889
Variable compensation
LTI 2017 – 2019
- 55,556 0 55,556
Other variable compensation 100,000 0 0 -
Total 3,406,259 1,418,673 252,006 1,418,673
Benefit obligation contribution 209,000 27,083 27,083 27,083
Total compensation 3,615,259 1,445,756 279,089 1,445,756
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