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 2018, the following performance share units were issued: 50,000 for Ralf W. Dieter, 6,000 for Carlo Crosetto and 8,000 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 2018 was € 6,737 thousand (previous year: € 8,407 thousand). Former members of the Board of Management received pension benefits in the amount of € 550 thousand (previous year: € 550 thousand).

Ralf W. Dieter
CEO
Carlo Crosetto
CFO
2017 2018 2018
(min)
2018
(max)
2017 2018 2018
(min)
2018
(max)
Basic compensation
(fixed compensation)
800,000 800,000 800,000 800,000 416,667 500,000 500,000 500,000
Fringe benefits
(payments in kind, allowances
related to insurance premiums etc.)
50,908 42,009 42,009 42,009 13,162 16,590 16,590 16,590
Total 850,908 842,009 842,009 842,009 429,829 516,590 516,590 516,590
One-year variable compensation (STI) 1,600,000 1,196,800 0 1,600,000 566,183 478,720 0 700,000
Total of multi-year variable compensation (LTI) 1,200,000 1,200,000 0 1,200,000 125,000 129,203 0 275,000
Variable compensation
LTI 2015 – 2017
400,000 - - - - - - -
Variable compensation
LTI 2016 – 2018
400,000 400,000 0 400,000 - - - -
Variable compensation
LTI 2017 – 2019
400,000 400,000 0 400,000 125,000 44,415 0 125,000
Variable compensation
LTI 2018 – 2020
- 400,000 0 400,000 - 84,788 0 150,000
Other variable compensation 0 0 0 17,991 0 0 0 388,410
Total 3,650,908 3,238,809 842,009 3,660,000 1,121,012 1,124,513 516,590 1,880,000
Benefit obligation contribution 640,000 640,000 480,000 640,000 69,976 106,618 50,000 120,000
Total compensation 4,290,908 3,878,809 1,322,009 4,300,000 1,190,988 1,231,131 566,590 2,000,000
Dr. Jochen Weyrauch
Member of the Board of Management
Ralph Heuwing
CFO
Until May 14, 2017
2017 2018 2018
(min)
2018
(max)
2017
Basic compensation
(fixed compensation)
500,000 537,500 537,500 537,500 240,219
Fringe benefits
(payments in kind, allowances
related to insurance premiums etc.)
15,762 23,856 23,856 23,856 11,787
Total 515,762 561,356 561,356 561,356 252,006
One-year variable compensation (STI) 679,420 598,400 0 875,000 600,000
Total of multi-year variable compensation (LTI) 200,000 145,783 0 400,000 566,667
Variable compensation
LTI 2015 – 2017
- - - - -
Variable compensation
LTI 2016 – 2018
- - - - 322,222
Variable compensation
LTI 2017 – 2019
200,000 32,732 0 200,000 188,889
Variable compensation
LTI 2018 – 2020
- 113,051 0 200,000 55,556
Other variable compensation 0 200,000 0 464,894 0
Total 1,395,182 1,505,539 561,356 2,301,250 1,418,673
Benefit obligation contribution 83,971 121,692 53,750 123,750 27,083
Total compensation 1,479,153 1,627,231 615,106 2,425,000 1,445,756
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