Board of Management remuneration

The current remuneration system for the Board of Management of Dürr AG, in the version approved by a majority of 87.33% at the annual general meeting on May 12, 2023, has been in force since January 1, 2023, and applies to all service contracts entered into with the members of the Board of Management since that date. It also applies in principle to all previously signed service contracts of the members of the Board of Management. The remuneration system implements the applicable provisions of the German Stock Corporation Act (Sections 87 and 87a) resulting from the Act on the Transposition of the Second Shareholder Rights Directive (ARUG II) and has been approved and adopted by the Supervisory Board in accordance with these requirements.

Design of the remuneration system for the members of the Board of Management for 2024

The remuneration system reflects the major importance of sustainable management for Dürr AG. Suggestions from investors and voting rights advisors as well as common, established models were considered in the creation of the remuneration system.

We have listed below the key characteristics of the current remuneration system for the Board of Management:

• Components: The remuneration system for the members of the Board of Management consists of fixed and variable remuneration components. The fixed remuneration, which is not tied to performance, comprises the fixed annual salary, a company pension, and fringe benefits. The variable performance-related remuneration comprises the short-term incentive (STI) and the long-term incentive (LTI). For the CEO, the share of variable target remuneration amounts to approximately 58% and for the CFO to approximately 54%.
   
• Maximum remuneration: The maximum remuneration amounts to 5,500,000 euros for the CEO and to 2,900,000 euros for the CFO. The maximum STI and LTI target achievement is defined as 200% in both cases.
   
• Composition of the short-term incentive (STI): The STI is composed of the following
  • 40% operating EBIT margin
  • 30% free cash flow (FCF)
  • 15% ESG target(s)
  • 15% strategic target(s)
     
• Composition of the long-term incentive (LTI): The LTI is composed of the following:
  • 40% operating EBIT margin
  • 40% TSR (total shareholder return)
  • 20% ESG target(s)
    
    When defining the TSR, i.e. the shareprice including dividend payouts over three fiscal years, the relative TSR of Dürr AG is measured against the relative TSR of a defined peer group. This peer group is made up of German and Austrian companies, particularly mechanical and plant engineering firms, automotive suppliers, engineering service providers, and manufacturers of commercial vehicles. Taking into account both the share price development and the TSR emphasizes the focus on the long-term creation of added value by the company.
     
• Obligation to hold shares: The members of the Board of Management are subject to a contractual obligation to permanently hold 12,500 Dürr shares each during the term of their office after the end of a three-year accumulation phase (December 31, 2023).

More details of the remuneration system can be found in the comprehensive → Remuneration report in the 2024 annual report.