and includes a mandatory share ownership guideline for Management Board members. The target amount of the Short-Term
Incentive and the grant value of the Long-Term Incentive (i.e. the amounts paid out in case of a 100 % target
achievement) are determined individually by contract as a percentage of a Management Board member's base salary.
2.3 Financial Performance Targets and Sustainability Targets
Fresenius develops innovative and at the same time affordable solutions for the fundamental challenges of the
healthcare industry worldwide. The core objective is to offer high-quality healthcare to more people and thus
contribute to realizing the opportunities arising from current megatrends, such as demographic change. Economic success
is the basis for this. It enables the investment in better medicine and, combined with the allocation of capital into
profitable growth areas, sustainable growth. In order to anchor these objectives in the compensation of the Management
Board, the Compensation System 2021+ takes into account both aspects of growth and profitability when selecting
financial performance targets and also includes specific sustainability targets that take into account environmental,
social and governance aspects.
The performance targets, as determined by the Supervisory Board, include financial as well as non-financial performance
targets and set focused incentives for the Management Board members to act in accordance with the corporate strategy
and to support the long-term development of Fresenius in the best possible way.
The financial performance targets are derived from key performance indicators that are relevant to the Company and
ensure that the compensation of the Management Board members is aligned with Fresenius' strategic focus and the
interests of shareholders. They relate to net income (before special items) attributable to the shareholders of the
Company ("Net Income") and sales ("Sales") of the group or the business segments. For the Long-Term Incentive, the
growth rate of the adjusted consolidated net income ("Adjusted Net Income Growth") and the relative total shareholder
return ("Total Shareholder Return" or "TSR") of Fresenius are also taken into account as performance targets. The
non-financial performance targets relate to sustainability areas of importance to Fresenius, with ESG focus topics such
as quality, employees, innovation, compliance and environment. These are initially implemented as qualitative
ESG-targets within the Short-Term Incentive. This involves measuring the progress of the development of an ESG
strategy, with a defined target picture and transparent metrics. The design of the ESG-targets is aimed at quantifying
the improvement in ESG performance from 2023 onwards, with quantitative targets being (also) incorporated into the
Long-Term Incentive from this date onwards. As an overarching strategic goal, Fresenius intends to significantly
improve its ESG performance over the next ten (10) years, based on reported and audited metrics that reflect the
Company's sustainability strategy.
The implementation of non-financial sustainability targets is driven by the Company's commitment to a responsible and
sustainable corporate culture and is designed to meet the increasing requirements of the Company's shareholders and
various other stakeholders.
2.4 Caps and Maximum Compensation
For the Short-Term Incentive, the target achievement is limited to 150 % for financial performance targets and to 100 %
for ESG-targets (fiscal years 2021 and 2022) respectively to 150 % (from fiscal year 2023 onwards). Therefore, the
payout for the Short-Term Incentive is capped at 142.5 % of the applicable target amount for the fiscal years 2021 as
well as 2022 and at 150 % from fiscal year 2023 onwards. For the Long-Term Incentive, the target achievement is capped
at 200 % for each grant. In addition, the total proceeds from each grant of the Long-Term Incentive are capped at 250 %
of the grant value of each grant, thus also capping the opportunity related to the share price development in the
respective measurement period.
The Compensation System 2021+ further provides for an overall maximum compensation amount ("Maximum Compensation")
for each Management Board member.
These Maximum Compensation amounts limit the payouts to a Management Board member from the compensation granted for a
fiscal year, irrespective of the dates of the payouts. The Maximum Compensation comprises base salary (payment in the
fiscal year), the Short-Term Incentive (payment in the following fiscal year) and the Long-Term Incentive (payment
according to plan conditions in later fiscal years) as well as all other fringe benefits and compensation (payment in
the fiscal year). The pension commitment that is part of the fixed compensation components is also included in the
calculation of the Maximum Compensation with the amount of the service cost incurred in the fiscal year.
The Maximum Compensation amount for Management Board members can be below the sum of the potentially achievable payouts
from the individual compensation components granted for a fiscal year. If the calculated payout for a Management Board
member is higher than the respective Maximum Compensation, the amounts accruing under the Long-Term Incentive are
reduced accordingly until the Maximum Compensation is no longer exceeded.
The Maximum Compensation is set at EUR 10,000,000 for the Chief Executive Officer of the Management Board (CEO) and EUR
6,500,000 for all other Management Board members.
2.5 Share Ownership Guidelines
In addition to the Long-Term Incentive, the Compensation System 2021+ provides for a share ownership guideline in order
to further strengthen the long-term alignment with the interests of shareholders and to promote the sustainable
development of the group. Furthermore, the introduction of share ownership guidelines considers international market
practice and the expectations of our shareholders.
Under these guidelines, the Management Board members are obliged to invest an amount equal to the gross amount of an
annual base salary in shares of the Company. The Management Board members are obliged to hold these shares permanently
until two (2) years after resignation from the Management Board. For a Management Board member, the investment in
shares of the Company shall be built up cumulatively from the second year onwards at the latest, each year with one
quarter of the gross amount of an annual base salary. The share ownership guideline must be met in full at the latest
after the fifth year as a Management Board member. The share ownership guidelines continue to apply if the first
appointment to the Management Board is for three (3) years and no reappointment occurs.
Management Board members can sell their shares at the earliest after the end of the mandatory retention period of two
(2) years after resignation from the Management Board.
2.6 No Discretionary Special Payments
Under the Compensation System 2021+, the Supervisory Board is not entitled to grant special payments for outstanding
performance to the Management Board members (also known as "Ermessenstantieme").
2.7 Malus and Clawback
Under the Compensation System 2021+, the Supervisory Board is entitled to withhold (malus) or reclaim (clawback)
variable compensation components in the event of material violations of internal Company guidelines, statutory and
contractual obligations and in the event of incorrect consolidated financial statements, taking into account the
particularities of the individual case.
Material violations include non-compliance with material provisions of the internal Code of Conduct, grossly negligent
or unethical conduct and significant violations of the duties of care as defined by section 93 AktG. In the event of
incorrect consolidated financial statements, it is possible to reclaim variable compensation that has already been paid
out if, after payment, it emerges that the audited and approved consolidated financial statements on which the
calculation of the amount to be paid out was based were incorrect and, on the basis of corrected consolidated financial
statements, a lower or no payment amount of variable compensation would have been owed. The obligation of the
Management Board member to pay damages to the Company pursuant to section 93 (2) AktG remains unaffected by these
2.8 Compensation Offset
Any compensation granted to Management Board members for Supervisory Board mandates in subsidiaries of the Company's
group is offset against the Management Board member's compensation. Further, the Supervisory Board can resolve to
deduct any compensation, in full or in part, granted to Management Board members for any activity in Supervisory Boards
outside the Company's group.
2.9 Compensation Structure
The Compensation System 2021+ is focused on the long-term and sustainable corporate development of Fresenius.
Therefore, variable compensation components are granted predominately on a long-term basis. For this purpose, it is
ensured in the Compensation System 2021+ that the grant value of the Long-Term Incentive always exceeds the target
amount of the Short-Term Incentive for each fiscal year.
Under the Long-Term Incentive, performance is measured over a period of four (4) years. The compensation under the
Long-Term Incentive is available to Management Board members after a period of at least four (4) years. Deviations may
apply in the event of death, full or partial reduction in earning capacity or other pre-defined leaver cases from the
The general compensation structure of the target direct compensation (sum of base salary p.a.; target Short-Term
Incentive (STI) amount p.a. and grant value under the Long-Term Incentive (LTI) p.a.) for a full fiscal year consists
of approximately 30 % each of the base salary and the Short-Term Incentive as well as of approximately 40 % of the
Long-Term Incentive and is shown in the following illustration.
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April 07, 2021 11:51 ET (15:51 GMT)