Compensation System 2020+ | Approved by 2020 Annual General

Meeting

Voting results | AGM 2020

Compensation System 2020+ for the members of the Management Board of the General Partner

Resolution on the approval of the

Resolution on the remuneration of the members of the Supervisory Board and on the amendment of Article 13 and Article 13e (3) of the Articles of Association

Compensation System 2020+ | Key elements

Fixed components

Variable components

Short-term incentive

Multiplier: 1.05x base salary

Financial performance targets:

  • ▪ 20% revenue

  • ▪ 20% operating income

  • ▪ 40% net income

Non-financial performance target: 20% sustainabilityTarget achievement cap: 120%

Long-term incentive

Multiplier: 1.35x base salary

Financial performance targets:

  • ▪ 1/3 revenue growth

  • ▪ 1/3 net income growth

  • ▪ 1/3 ROICTarget achievement cap for financial performance targets: 200%

Overall proceeds cap incl. share price development: 400%

Maximum compensation for each Management Board member, depending on function

  • ▪ Ambitious financial performance targets for both short-term and long-term incentive to ensure "Pay for Performance" alignment

  • ▪ Non-financial performance target underlines commitment to implement Global Sustainability Program

Further design elements

Share ownership

Malus and clawback

Severance payment cap

  • ▪ Performance- and long-term oriented structure of target compensation

New Compensation Report 2021 provides disclosure beyond new legal requirements under German Stock Corporation Act (AktG)

Highlights

2021 compensation at a glance and application of the Compensation System 2020+

Management Board compensation linked to FME's financial and non-financial targets

Ex-post target scales and target achievements

Detailed ex-post disclosure of applied target scales for long-term and short-term incentive as well as transparent disclosure of respective target achievement levels

Enhanced transparency beyond legal requirements & evolved compensation tables

Increased use of tables and graphics | Presentation of compensation and pension expense for 2021 and 2020 enhances comparability | Bonus for 2021 and 2020 disclosed incl. target achievement and payouts | Continued use of GCGC tables

In line with stakeholder demands

Collect feedback approach | Qualitative and quantitative compensation disclosures based on the demand of investors and other stakeholders | Full review of Compensation Report by auditor

Share-based compensation overview

Tables and detailed information on stock options and share-based compensation, incl. outstanding awards and vesting schedule

Enhanced transparency and comprehensibility (1/3)

Explanation of Compensation System 2020+

Pre-determined structure of target

compensation via base salary multipliers

Target setting, incl. threshold as well as target

and maximum amounts of target achievement

Explanation of financial and non-financial

performance targets, incl. weighting

Appropriateness of compensation, incl.

disclosure of composition of peer group for

horizontal review and employee groups for

vertical review

Application of Compensation System 2020+ and resulting compensation levels

Application of pre-defined performance targets

as outlined in the compensation system

Disclosure of target achievement, incl. actual

values for individual targets and resulting payout

Disclosure of long-term variable compensation:

tranches due for payment and current tranches

Present values of pension commitments

as well as amounts paid or accrued

Description of Malus/Clawback provisions and

share ownership

Disclosure of compensation to former

Management Board members (up to

10 years after departure) beyond legal

requirements

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FMC - Fresenius Medical Care AG & Co. KGaA published this content on 30 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2022 13:22:03 UTC.