Corporate Governance

Compensation System

Below you will find the current compensation system for the Management Board, which was approved by the Annual General Meeting on February 28, 2022, with 100% of the votes present.


Compensation system and structure

The Executive Board’s compensation will generally consist of a performance-independent compensation, including a base salary, fringe benefits and a pension allowance, as well as variable, performance-related compensation elements, including a short term incentive (“STI“) and a long-term incentive (“LTI“). The Supervisory Board has decided on a ratio of approximately 40% for the base salary, approximately 4% for the fringe benefits, approximately 8% for pension allowance, approximately 19% for the STI and approximately 29% for the LTI.


Performance-independent compensation

The members of the Executive Board will receive a gross annual base salary, which is paid in cash in twelve monthly installments. The gross annual base salary will amount to EUR 340,000 for the CEO and to EUR 255,000 for the other members of the Executive Board.


Besides the base salary, the Executive Board members will receive certain monetary and non-monetary fringe benefits, including a company car for business and private use and contributions to certain insurances. Furthermore, the Executive Board members will receive a pension allowance in cash in lieu of a company pension plan. In case that Executive Board members had received an occupational pension commitment under a previous employment or service relationship with a thyssenkrupp Group entity, it may in individual cases be agreed to continue that previous pension commitment from the time prior to appointment as Executive Board member.


Performance-related compensation

Besides the annual fixed compensation, the Executive Board members receive a variable, performance-oriented compensation including an STI as well as an LTI. The variable compensation will be based on financial and non-financial performance targets as well as share price development and therefore will incentivize a sustainable and long-term development of the Company. In order to comply with the regulatory requirements and to predominantly incentivize long-term success, the gross target amount of the LTI exceeds that of the STI. This ensures that variable compensation resulting from the achievement of long-term targets exceeds the share resulting from short-term targets.


Short-Term Incentive (STI)

The STI is designed as an annual target bonus with a one-year performance period. The gross target amount of the STI is EUR 160,000 for the CEO and EUR 120,000 for other members of the Executive Board. It is the amount which will be paid out to the Executive Board member in case of 100% of the performance targets are achieved. The overall target achievement and resulting payout are capped at 200% of the respective target amount.


Based on the strategic alignment of the Company, the STI comprises financial and non-financial performance targets. Order intake volume (weighting: 40%) as a measure of business growth and EBITDA (weighting: 30%) as a measure of profitability have been chosen by the Supervisory Board as financial performance targets. In addition, non-financial and strategic targets will be set by the Supervisory Board on a yearly basis. They enter into the overall target achievement with a weighting of 30%.


Long-Term Incentive (LTI)

The LTI is designed as a virtual performance share plan and therefore incentivizes the long-term development of the Company. The annual gross target amount of the LTI amounts to EUR 240,000 for the CEO and to EUR 180,000 for other members of the Executive Board. These amounts are converted into virtual performance shares at the beginning of the four-year performance period.


The final number of virtual performance shares at the end of the performance period depends on the target achievement with regard to the relative total shareholder return (“TSR“) of the Company compared to a peer group. The Supervisory Board has decided on the companies of the Solactive Hydrogen Economy Index NTR as a suitable peer group, against which the TSR will be measured relatively. The target achievement is capped at 250%. The final number of virtual shares is subsequently converted into the final payout amount using the share price at the end of the performance period, which is then paid out in cash. The payout cap amounts to 250% of the target amount.

Articles of Association and Rules of Procedure of the Supervisory Board

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