Remuneration Information • Mar 21, 2023
Remuneration Information
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This remuneration report provides a comprehensive overview of the remuneration granted or owed to the former and current individual members of the Management Board and Supervisory Board of New Work SE ("New Work SE" or the "Company") in the 2022 financial year as well as further awarded or granted benefits, hereby implementing the stipulations of Section 162 of the German Stock Corporation Act (AktG).
The remuneration report was prepared by the Management Board and the Supervisory Board and, in accordance with Section 120a (4) AktG, will be submitted to the Company's next Annual General Meeting to be held on May 24, 2023 for approval.
For the purposes of this remuneration report, the Company follows Interpretation 1 of the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) dated December 21, 2021 in interpreting the term "remuneration granted and owed". According to this interpretation, remuneration is deemed to have been granted when it actually flows to the Board member, i.e., when it is transferred to their assets. In contrast, remuneration owed is remuneration that has already become due in the period under review but has not yet been paid.1For enhanced transparency, at some points additional disclosures are also made that deviate from this interpretation and show the awarded remuneration for the period under review.
To ensure that the remuneration of the Management Board members remains aligned with the interests of the shareholders, while continuing to offer the Management Board a sustainable financial incentive to encourage their successful work, the Supervisory Board made further changes to the remuneration system approved by the Annual General Meeting on May 19, 2021 and re-submitted it to the Annual General Meeting for approval on June 1, 2022. The changes implemented related, in particular, to the long-term variable remuneration components.
The remuneration of the Management Board largely depends on three quantitative financial key performance indicators: consolidated revenues, Group EBITDA, and Group EBT. In addition, the remuneration paid within the context of the long-term variable remuneration (LTI) also depends on the share price trend, so that the Management Board and the shareholders have the same interests. The financial key performance indicators were affected by the following developments in the 2022 financial year.
Within the scope of a change of strategic focus, since the 2022 financial year New Work SE has clearly emphasized the monetarization of its strongly growing B2B business for HR departments and e-recruiting. This offers major growth opportunities, since companies are increasingly faced with the employment consequences of the process of demographic change and the resulting shortage of skilled workers. In this context, New Work SE's overarching strategic objective is to become the leading recruiting partner for companies.
This strategic orientation and the success achieved in B2B business already had a positive impact on its key performance indicators in the 2022 financial year. Consolidated revenues from continuing operations rose by 10 percent from EUR 284.5million to EUR 313.4million.
Group EBITDA improved by 6 percent from EUR 97.9million to EUR 104.1million, failing to match the revenue trend. Despite the revenue growth, this is attributable to a lower level of capitalization of internal software development, strongly increased marketing expenses and significantly higher other operating expenses as a result of the return to normality following the coronavirus crisis, e.g. for external services, travel expenses, server hosting, administration, traffic and license costs.
Significantly reduced depreciation and amortization more than offset a further deterioration in the financial result and led to a slightly stronger increase in Group EBT, which rose by 10 percent from EUR 57.5million to EUR 63.4million. Depreciation and amortization benefited in particular from a EUR 3.4million decrease in finance leasing triggered by the elimination of paying double rent for two locations in Hamburg. The financial result reflects, above all, one-off effects from the remeasurement of financial assets.
Subject to a resolution passed by the Supervisory Board, the following level of target achievement has been calculated for the relevant performance parameters, used for determining performance-related remuneration, for the 2022 financial year.
Institut der Wirtschaftsprüfer e.V., Fragen und Antworten: Erstellung eines Vergütungsberichts gemäß §162 AktG (Questions and Answers: Preparing a Remuneration Report in Accordance with Section 162 of the German Stock Corporation Act) dated December 21, 2021
Target achievement for 2022 (relevant for the 2023 STI payout and future calculation of the level of target achievement for the 2022 LTI tranche):
| € thsd. | Target | Actual 1 | Target achievement |
STI partial bonus 2 |
|---|---|---|---|---|
| Consolidated revenues (STI and LTI) |
312,100 | 321,535 | 103.02% | 130.23% |
| Group EBITDA (STI) | 103,700 | 102,923 | 99.25% | 92.51% |
| Group EBT (LTI) | 61,100 | 61,302 | 100.33% |
1 figures adjusted
2 arithmetical, subject to determination by the Supervisory Board
Further information on determining target achievement and for the variable remuneration paid out in the 2022 financial year (2021 STI and 2018 LTI tranche) can be found later on in this remuneration report.
The share price of New Work SE fell significantly in the 2022 financial year in the context of the general market trend, due to factors including the Ukraine war and the resulting economic consequences such as strong rises in inflation and interest rates which had a particularly severe impact on technology stocks, including Internet-based business models. Recording a price loss of 29.8 percent, the share of New Work SE was roughly on a par with the SDAX, which saw a decline of 27.3 percent.
Dr. Peter Opdemom joined the Management Board on January 1, 2022 as B2C Management Board and in this role is responsible for the B2C business of the XING, kununu, and XING Marketing Solutions brands, among others.
Dr. Andreas Rittstieg resigned his post as a member of the Supervisory Board before the end of his term of office at the end of the Annual General Meeting on June 1, 2022. By way of a by-election, the Annual General Meeting elected Dr. Katharina Herrmann as a new member of the Supervisory Board of New Work SE. As a result, the Supervisory Board now continues to consist of the six members provided for in the Articles of Incorporation.
The Supervisory Board of New Work SE submitted the remuneration system for the Management Board adopted in accordance with Section 87a AktG to the Annual General Meeting held on May 19, 2021 for approval in accordance with Section 120a (1) AktG. Since this time, the Supervisory Board has made changes to the system to ensure that the remuneration of the Management Board members remains aligned with the interests of the shareholders while continuing to offer the Management Board a sustainable financial incentive to encourage their successful work. The changes implemented related, in particular, to the long-term variable remuneration components. The revised remuneration system was therefore re-submitted to the Annual General Meeting for approval on June 1, 2022 and was approved by the shareholders with a majority of 69.05 percent of the votes cast.
The remuneration system for the Supervisory Board – which was most recently confirmed by the Annual General Meeting held on May 19, 2021– remained unchanged.
The 2021 remuneration report prepared pursuant to Section 162 AktG was also submitted to the Annual General Meeting for approval on June 1, 2022. The report was approved by the shareholders with a majority of 73.18 percent of the votes cast.
The total remuneration and the individual remuneration components for the Management Board are all in correlation with the responsibilities of the respective member of the Management Board, their personal contribution, the overall contribution of the Management Board as a whole and the financial situation of New Work SE. Success is rewarded and the failure to meet targets leads to an appropriate reduction in variable remuneration. The remuneration structure should not tempt Management Board members to take inappropriate risks.
The Supervisory Board as a whole is responsible for determining the remuneration to be paid to the individual members of the Management Board of New Work SE, as well as for establishing, reviewing, and implementing the remuneration system for the entire Management Board. In so doing, it takes into account the guidelines and recommendations for the remuneration system for members of the Management Board provided in the German Corporate Governance Code, as amended. The current remuneration system for members of the Management Board was established by the Supervisory Board in compliance with the legal requirements set out in Section 87 (1) and Section 87a (1) AktG, adopted on March 24, 2022 and submitted to the Annual General Meeting of New Work SE held on June 1, 2022 for approval. Any time material changes are made to the remuneration system, but at least every four years, the remuneration system shall be submitted to the Annual General Meeting for approval once again in accordance with Section 120a (1) sentence 1 AktG.
The service contracts of the Management Board members were retrospectively revised. The present system for Management Board remuneration has thus been written into all employment contracts of the current Management Board members of New Work SE since January 1, 2022. This system was thus already fully applicable in this financial year. However, different rules applied in some cases for the remuneration actually paid out to the Management Board members in the 2022 financial year, in particular for the STI and LTI variable remuneration components. Further details of this are provided later on in this report.
Total remuneration for the individual Management Board members is composed of the following components:
The following chart provides an overview of the main components of the Executive Board remuneration system:
1 in each case as a percentage of the contractually agreed target amount or, if indicated, in euros
The remuneration structure is fundamentally geared towards predominantly performance-related remuneration of the Management Board members, which is also focused on the long term.
The variable remuneration components are primarily intended to drive the Company's profitable growth. The Supervisory Board ensures that the targets for variable remuneration are demanding and guarantee an appropriate risk-reward profile at the same time. If the targets set are not achieved, the variable remuneration – both the STI and the LTI – may fall to zero. Where maximum target achievement is exceeded, payment is capped to a commensurate degree.
The following diagram shows the remuneration structure based on the target remuneration for the members of the Management Board. The information for the CEO is presented separately to that for the other Management Board members. Since the contractually agreed target remuneration for the other Management Board members differs slightly, it is only possible to provide ranges for the individual components. Due to their nature, the discretionary components available to the Supervisory Board are not included in this chart.
The fixed remuneration component that is not performancerelated consists of a fixed amount as basic remuneration plus fringe benefits. The basic remuneration is paid out in monthly installments in the form of a salary. The respective amount for each Management Board member is set out in their contract, regularly reviewed and, if necessary, updated by mutual agreement.
In addition to their basic remuneration, members of the Management Board are also granted certain fringe benefits (non-cash benefits) on a commensurate scale in the form of non-cash remuneration plus other voluntary benefits such as subsidies for an individual private pension plan (max. EUR 1,740 per year) and use of a company cell phone for reasonable personal use. Furthermore, Management Board members are reimbursed for travel expenses, phone calls, and other expenses. All non-cash benefits are taxed by the Company in accordance with the applicable laws.
No other significant fringe benefits are granted to the Management Board members at present; in particular, the Management Board members do not receive company cars.
While explicit caps are not stipulated for the fringe benefits, these tend to be very low – both in absolute amounts and in relation to the other remuneration components – due to the arrangements described above.
Each member of the Management Board shall receive an annual performance-related bonus on achieving certain targets ("short-term variable remuneration", "short-term incentive" or "STI").
The STI is tied to the achievement of certain quantitative corporate targets for the relevant financial year, which are determined on the basis of key performance indicators from the consolidated financial statements. The relevant targets are derived directly from the budget and are generally set annually by the Supervisory Board. The relevant key performance indicators are comprised of equal shares of IFRS consolidated revenues (including other operating income) (partial bonus I) and IFRS Group EBITDA (earnings before interest, taxes, depreciation and amortization) (partial bonus II).
The focus on the two targets of consolidated revenues and Group EBITDA requires the Management Board to pay attention to growth and profitability at the same time, thus promoting the strategic goal of profitable growth for the Company.
The main features of the STI are shown in the table below:
| Key indicator | Basis | Weighting | Target achievement range |
Grant (target-related) |
Discretionary component |
Total |
|---|---|---|---|---|---|---|
| Consolidated revenues (Partial bonus I) |
Contractually agreed target remuneration |
50% | 90%– 110% | 0% – 200% | +/– 20% | 0%– 240% |
| Group EBITDA (Partial bonus II) |
Contractually agreed target remuneration |
50% | 90%– 110% | 0% – 200% | +/– 20% | 0%– 240% |
The target remuneration (granted in the case of 100 percent target achievement) is written into the relevant Management Board contracts.
In the case of underachievement of the targets or where maximum target achievement is exceeded, the STI can amount to between 0 percent and a maximum of 200 percent of the target remuneration set in each case, subject to any adjustments by the Supervisory Board. The relevant target achievement range is between 90 and 110 percent of the target. Within this target range, each percentage point in deviation from 100 percent target achievement results in a change of the respective partial bonus by 10 percentage points.
The correlation between target achievement and the amount of the respective STI partial bonus is shown in the chart below:
Target achievement
The Supervisory Board may increase or decrease the individual STI gross amount determined for a financial year by a maximum of 20 percent in total to create an overall picture that is consistent with the personal performance contribution of the Management Board member. Such adjustments and determination of the specific individual percentage adjustment factor shall be the sole preserve of the Supervisory Board, exercising due discretion and taking into account suitable assessment criteria based on the given target parameters (for example, leadership quality, contribution to the achievement of strategic, financial, technical or product-related targets, sustainable increase in share value or comparable parameters).
The maximum total amount of the STI for a financial year thus ranges from 0 percent to a maximum of 240 percent of the STI target remuneration.
STI target achievement for the past financial year shall be determined by the Supervisory Board by the latest at the meeting of the Supervisory Board that resolves on the adoption of the annual financial statements and the approval of the consolidated financial statements for the past financial year of the Company.
The Supervisory Board is entitled to exclude extraordinary income/developments that led to non-recurring additional income not attributable to an increase in the operating business from the calculation basis for determining the STI. It is also authorized to exclude extraordinary expenses/developments that led to non-recurring additional expenses not attributable to a decline in the operating business. Such exclusions can take place at any time, but at the latest when it is determined that the targets have been achieved.
The STI shall be paid annually to the individual Management Board members in cash, usually after the Annual General Meeting of the Company has taken place.
Where a member's employment contract begins during a financial year, the STI shall be initially determined based on achievement of the relevant target for the entire financial year and then reduced on a pro rata basis.
The members of the Management Board take part in the Long-Term Incentive Program (LTI) adopted by the Supervisory Board in the version applicable at the time.
Through the LTI, the Company provides the Management Board members with a significant long-term incentive encouraging the sustainable development of the Company, while also complying with the requirements of the German Stock Corporation Act (AktG) and the German Corporate Governance Code in relation to Management Board remuneration having a strong long-term focus. The goal is to strengthen the Management Board members' identification with the Company on a sustainable basis and to boost their motivation by allowing them to participate in the Company's long-term success in the same way as a shareholder.
Here, the Company grants the eligible Management Board members phantom stocks in the Company, i.e., replicas of shares under the German law of obligations (hereinafter referred to as "performance shares units" – PSUs), which at the Company's discretion are redeemed either in cash or in the form of real shares after a three-year performance period and an additional holding period of one further year. Although the PSUs do not grant any shareholder rights, their value is
based on the real price of the Company's shares. The members of the Management Board thus participate in the share price's gains and losses, which provides a sustainable, longterm incentive for the Management Board members.
The PSUs are contingently allocated to the beneficiaries once per year. The number of contingently allocated PSUs is the allocation amount divided by the allocation price applicable for the allocation year in question.2 If necessary, the number of contingently allocated PSUs will be rounded up to a whole number.
In order to appropriately neutralize positive and negative effects of corporate actions or structural measures on the value of the PSUs, where appropriate the number of contingently allocated PSUs will be adjusted in the context of such measures.
The PSUs may not as such be sold, pledged, transferred or assigned or transmitted through inheritance. In addition, no legal transactions may be executed with the PSUs which, in economic terms, result in their sale or the transfer of the related risks and opportunities to third parties. Equally, a beneficiary's entitlement to the settlement amount may not be sold, pledged or assigned.
If a beneficiary's employment contract commences during the year, i.e., over the course of an allocation year, the allocation amount for this year shall be reduced by one-twelfth for each full month in which the employment contract had not yet entered into force.
Average closing price of the Company's shares (WKN: XNG888) in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange over the last 50 trading days prior to the start of the respective financial year for which the allocation is made ("allocation year").
In the event of the employment contract of the beneficiary ending over the course of a year, i.e. during an allocation year, the rules covering the resignation of Management Board members will apply.
The individual allocation amount of a beneficiary is specified in this person's service contract. This allocation amount will correspond to the target remuneration in case of a 100 percent level of target achievement.
The final number of PSUs will depend on the fulfillment of financial goals during the three-year performance period. Consolidated revenues and consolidated earnings before tax (Group EBT) are the relevant and equally weighted target parameters.
The focus on the financial key performance indicators of consolidated revenues and Group EBT requires the Management Board members to pay attention to growth and profitability at the same time. The LTI thus also promotes the strategic goal of profitable growth for the Company.
The targets are specified on the basis of the Company's threeyear planning drawn up each year by the Management Board and approved by the Supervisory Board for the three financial years following the start of the allocation year.
To calculate the level of target fulfillment for consolidated revenues, the average of the three annual revenue figures which have actually been adopted by the Supervisory Board within the scope of its adoption of the relevant consolidated financial statements will be calculated for the performance period and compared with the average revenue targets set out in the three-year planning for the performance period.
To calculate the level of target fulfillment for Group EBT, the average EBT actually adopted by the Supervisory Board within the scope of its adoption of the relevant consolidated financial statements will be calculated and compared with the average EBT targets set out in the three-year planning for the performance period.
Adjustments to the target values for financial years that have ended are not permissible.
For current and future financial years, adjustments may be made in particular if significant changes in the key performance indicators are expected as a result of events, for example company acquisitions or disposals, which were not able to be considered in the three-year planning at the time. The Supervisory Board shall decide at its discretion whether and, if so, to what extent any changes will be made. The beneficiary will not have any entitlement for changes to be made.
The respective level of target achievement will be calculated in accordance with the level of target achievement for the revenue and EBT performance targets. If the target value is precisely achieved (100 percent level of target achievement), the level of target achievement will be 100 percent. If the respective target value is not reached, the level of target achievement will be reduced analogously to the percentage
shortfall. If 80 percent of the respective target value ("lower threshold") is not achieved, the level of target achievement will be 0 percent. If the respective target value is exceeded, the level of target achievement will be increased analogously to the percentage rate by which it is exceeded, but up to a maximum of 130 percent ("upper threshold").
The target achievement range for the LTI is between 80 and 130 percent.
The original allocation amount corresponds to the target remuneration in case of a 100 percent level of target achievement.
The overall level of target achievement is the average level of target achievement for the two equally weighted target parameters.
The final number of PSUs upon expiry of the performance period is calculated by multiplying the number of contingently allocated performance share units by the calculated overall level of target achievement. If this does not produce a whole number of PSUs, the figure will be rounded up to the nearest whole number.
The minimum final number of PSUs upon expiry of the performance period is thus 0, while the maximum final number of PSUs corresponds to 130 percent of the contingently allocated number of PSUs.
The PSUs will have been fulfilled upon expiry of the threeyear performance period as well as the additional, one-year holding period which follows on from the performance period, thus overall four years since the start of the allocation year. The settlement amount will be calculated upon expiry of the holding period. The Company may freely decide whether the payment is settled in cash or shares.
In the case of a cash settlement, the final number of PSUs will be multiplied by the relevant reference price3. Moreover, the beneficiaries will be paid out a dividend equivalent, where applicable, for any dividends in the relevant four financial years. The dividend equivalent per PSU corresponds to the total of the gross dividends actually paid by the Company per share in the relevant financial years.
The payout amount as of the redemption of the PSUs is limited to four times the relevant allocation amount.
If the payment is settled in shares, then the number of shares to be transferred is equal to the final number of PSUs. In addition, the beneficiaries will be paid the dividend equivalent in cash. The transfer will be made as of this person's next salary statement upon expiry of the holding period. If the total of the price of the shares to be transferred on the date of transfer and the dividend equivalent is greater than four times the allocation amount of the respective tranche, a smaller number of shares will be transferred whose price as of the date of transfer is equivalent to four times the allocation amount. No payment of the dividend equivalent will be made.
The Supervisory Board may, at its discretion, determine "special remuneration" for each Management Board member for outstanding achievements or merits that are not compensated with the remuneration otherwise granted to the member (for example within agreed targets in the STI) and which give the Company a significant economic advantage.
The amount of the special remuneration shall be based on the economic advantage obtained for the Company and shall be limited by contract.
3 The average price of the Company's shares in a closing auction on Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange over the last 50 trading days prior to the end of the holding period ("final share price"), taking any corporate actions implemented during the waiting period into account on a pro rata basis.
The target remuneration of the individual Management Board members based on the remuneration system described is shown in the following tables.
| Petra von Strombeck CEO since 06/01/2020 on the Management Board since 01/01/2020 |
Ingo Chu | CFO since 07/01/2009 | Frank Hassler CSO since 11/01/2020 |
Jens Pape CTO since 03/01/2011 |
Dr. Peter Opdemom Board member B2C since 01/01/2022 |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 20221 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | |||||||||||
| € thsd. | % | € thsd. | % | € thsd. | % | € thsd. | % | € thsd. | % | € thsd. | % | € thsd. | % | € thsd. | % | € thsd. | % | € thsd. | % | |
| Basic remuneration | 450 | 39.1 | 413 | 37.7 | 375 | 42.7 | 400 | 42.0 | 375 | 42.7 | 375 | 42.7 | 375 | 42.7 | 396 | 42.1 | – | – | 330 | 43.6 |
| Fringe benefits | 2 | 0.2 | 2 | 0.2 | 2 | 0.3 | 2 | 0.2 | 2 | 0.3 | 2 | 0.3 | 2 | 0.3 | 2 | 0.2 | – | – | 2 | 0.3 |
| Total, non-performance related | 452 | 39.2 | 415 | 37.9 | 377 | 43.0 | 402 | 42.2 | 377 | 43.0 | 377 | 43.0 | 377 | 43.0 | 398 | 42.4 | – | – | 332 | 43.9 |
| Short-term variable remuneration | ||||||||||||||||||||
| STI 2021 | 250 | 21.7 | – | – | 187.5 | 21.4 | – | – | 200 | 22.8 | – | – | 200 | 22.8 | – | – | – | – | – | – |
| STI 2022 | 229 | 20.9 | 200 | 21.0 | 200 | 22.8 | 221 | 23.5 | – | – | 165 | 21.8 | ||||||||
| Long-term variable remuneration | ||||||||||||||||||||
| LTI tranche 2021 | 450 | 39.1 | – | – | 313 | 35.6 | – | – | 300 | 34.2 | – | – | 300 | 34.2 | – | – | – | – | – | – |
| LTI tranche 2022 | 450 | 41.1 | 350 | 36.8 | 300 | 34.2 | 321 | 34.1 | – | – | 260 | 34.3 | ||||||||
| Total target remuneration | 1,152 | 100.0 | 1,094 | 100.0 | 877 | 100.0 | 952 | 100.0 | 877 | 100.0 | 877 | 100.0 | 877 | 100.0 | 940 | 100.0 | – | – | 757 | 100.0 |
Petra von Strombeck took a one-month sabbatical during the financial year. Her remuneration was reduced proportionally for the period of the sabbatical.
When reviewing the appropriateness of the Management Board's remuneration, the Supervisory Board compares both the target remuneration and the actual remuneration of New Work SE with a relevant comparable universe. In so doing, the Supervisory Board regularly receives support from independent consultancies and remuneration experts. All TecDAX companies, ranked by the equally weighted key figures of revenue, employees, and market capitalization, as well as other technology companies listed on the Prime Standard, served as the comparable universe. Based on the ranking thus determined, the level of remuneration was compared and judged to be in line with the market. The Supervisory Board's objective is to ensure that the remuneration levels of the Management Board members are commensurate with the position of the Company over time, taking the size of the
Company into account. In principle, the Supervisory Board shall review this classification each time the term of office of a member of the Management Board is extended or a new member is appointed, as was the case when Dr. Peter Opdemom was appointed as the new B2C Management Board member in September 2021. Within the regulatory framework, members of the Management Board shall also be offered a remuneration package that is both in line with the market and competitive.
In addition to the horizontal comparison with the market, the Supervisory Board also takes the Company's internal remuneration structure into account (vertical comparison) when determining the remuneration for the Management Board. New Work SE is a relatively young company with a flat hierarchy. Many of its employees are specialists, for example from the IT sector, who are generally in high demand and remunerated accordingly. The Supervisory Board sets the Management Board remuneration in particular in relation to the average remuneration of the Leadership Team (LST), which is the first tier below the Management Board. The aim is for the target remuneration of the individual Management Board members to be in the range of five to seven times the LST remuneration. In addition, the Supervisory Board also looks at how the target remuneration for the Management Board members stands in relation to the remuneration for the Group's employees in Germany over time. A factor of between 14 and 19 is targeted here.
The vertical comparison yields the following figures in the 2022 financial year:
| € thsd. | Petra von Strombeck |
Ingo Chu |
Frank Hassler |
Jens Pape |
Dr. Peter Opdemom |
|---|---|---|---|---|---|
| Target remuneration |
1,094 | 952 | 877 | 940 | 757 |
| Average LST remuneration |
251 | ||||
| Ratio | 4.4 | 3.8 | 3.5 | 3.7 | 3.0 |
| Average remuneration of employees in Germany |
75 | ||||
| Ratio | 14.6 | 12.7 | 11.7 | 12.5 | 10.1 |
On the whole, the target ranges envisaged in the remuneration system for the ratio of the target remuneration of the Management Board members to the remuneration of selected groups of employees (Leadership Team and employees in Germany) were not achieved in the 2022 financial year.
The remuneration system in place at New Work SE does not currently provide for share ownership guidelines.
Malus regulations exist for both the STI and the LTI. The STI can be reduced by up to 20 percent at the discretion of the Supervisory Board. The LTI for a financial year is not paid out in principle, in other words irrespective of actual target achievement, if a consolidated net loss is recorded in the financial year in question. Here, the underlying consolidated net loss is adjusted for any amortization of the goodwill relating to companies and equity interests acquired prior to January 1, 2014.
Special clawback regulations are not provided for.
The Company takes out directors' and officers' liability insurance (D&O insurance) with standard coverage for the members of its Management Board in the event that a claim is brought against a member of the Management Board for financial loss incurred by a third party or by the Company based on statutory liability provisions under private law caused by a breach of duty committed during performance of the Management Board member's duties. The insurance terms and conditions can be found in the relevant policy. The deductible is the minimum deductible pursuant to Section 93 (2) sentence 3 AktG, as amended. Should statutory
provisions require a change in the insurance terms and conditions, the Supervisory Board may adjust the insurance terms and conditions accordingly at any time.
Any – remunerated or non-remunerated – secondary activity requires the prior written consent of the Supervisory Board. The Supervisory Board shall also decide whether remuneration that the Management Board member receives for a secondary activity outside the New Work Group shall be counted towards the remuneration owed by the New Work Group. No creditable remuneration of this nature was received in the 2022 financial year.
If a member resigns from the Management Board, their basic remuneration shall be paid for the last time for the month in which their employment contract ends.
Where a member's employment contract ends during a financial year, the STI shall be initially determined based on achievement of the relevant target for the financial year in question and then reduced on a pro rata basis.
With regard to long-term variable remuneration, a distinction will be made depending on whether the departing Management Board member is considered a "good leaver" or a "bad leaver".
The entitlement to settlement in cash or shares is subject to the condition that the Management Board member in question left the Company as a "good leaver".
A "good leaver" is anyone who is not a "bad leaver".
Where the Management Board member is a "bad leaver", any entitlement to allocation of further PSUs as well as to cash compensation and compensation in shares for PSUs already allocated shall expire. In this case, all PSUs already allocated will expire without entitlement to substitute shares or compensation.
If the Management Board member is a "good leaver", the tranches of PSUs allocated up until the date of termination of the employment contract shall be maintained. If the employment contract ends during a financial year, the allocation amount for the financial year in question shall be reduced by one-twelfth for each full month of departure before December 31. A corresponding pro rata reduction of the allocation amount shall also apply to the periods in which the Management Board member is released from their Board activities. The individual tranches of the PSUs shall be duly settled in cash or through transfer of shares in the Company in accordance with the rules of the program (i.e., in particular on expiry of the relevant waiting period). Where the Management Board member's employment contract has been terminated by mutual agreement, the consequences for their entitlements under the program shall be determined by the content of the termination agreement.
If the employment contract ends prematurely due to termination with notice or due to a justified extraordinary termination by the Management Board member for cogent reasons for which the Company is responsible, the Management Board member is entitled to a severance payment. The Management Board member is not entitled to a severance payment if their contract has been justifiably terminated by the Company for good cause.
The severance pay that the Management Board member shall receive in compensation amounts to two years of their basic remuneration (including any fringe benefits). If the remaining term of the employment contract is less than two years, the severance payment shall be reduced and calculated on a pro rata basis.
If a member of the Management Board dies during the term of their employment contract, their spouse shall be entitled to continued payment of the remuneration for the month of death and the three subsequent months, but for no longer than the final date of the employment contract. Alternatively, the children entitled to claim on the basis of succession shall be entitled to receive the remuneration. If the Management Board member does not leave behind a widow or eligible children, there shall be no such entitlement. In respect of the LTI, in the event of the death of a beneficiary the entitlement resulting from the PSUs allocated to this beneficiary will be transferred to this person's heirs. Should a beneficiary die during the allocation year, the allocation amount for the financial year in question shall be reduced by one-twelfth for each full month in which the employment contract had not yet entered into force. All outstanding tranches of the performance share plan will be paid out in cash to the heirs of a beneficiary.
No provision is generally made for change of control clauses. Only the contract of the Chief Financial Officer, Ingo Chu, still has a valid change of control clause which guarantees him a severance payment related to his basic remuneration and the STI as well as "good leaver" status for the LTI in the event of a change of control, even if he himself terminates his contract. The severance payment in respect of the basic remuneration and the STI is capped at double the annual basic remuneration or the annual target remuneration, respectively, if 100 percent of the target is achieved below the STI.
Furthermore, due to this change of control clause, the benefits granted are limited to three times the total remuneration for the financial year preceding the change of control, though only the granted allocation amount is taken into account when determining this total remuneration with regard to the LTI.
The total and individual remuneration of the Management Board for the 2022 financial year is detailed in the following tables.
As required by Section 162 AktG, the remuneration granted and owed in the 2022 financial year is presented. Remuneration is deemed to have been granted when it actually flows to the Board member, i.e., when it is transferred to their assets. In contrast, remuneration owed is remuneration that has already become due in the period under review but has not yet been paid. Accordingly, this includes the fixed remuneration components paid out in the reporting period plus the variable remuneration due and paid out in the financial year, in other words the STI for the 2021 financial year and the LTI for the 2018 financial year (with allocation in the 2019 financial year). The LTI 2022 has not been included in this table, since although a contingent allocation of performance share units was made, these are still forfeitable and no pecuniary benefit has yet arisen for the Management Board members. The remuneration awarded for the Management Board member's work in the 2022 financial year is also shown for information purposes.
The fixed remuneration components comprise the non-performance-related basic remuneration plus fringe benefits. The variable performance-related remuneration components are divided into the one-year STI and the multi-year LTI.
In deviation from the remuneration system set out above, for the STI and the LTI different criteria apply in some cases for these calculations. These criteria largely correspond to the previously applicable remuneration system.
For the STI, this means that the relevant targets are consolidated revenues and consolidated earnings before tax (EBT) rather than consolidated revenues and consolidated earnings before interest, taxes, depreciation and amortization (EBITDA). All of the other parameters (such as the weighting, target range, maximum value) are unchanged.
The Company grants the eligible Management Board members phantom stock in the Company, i.e., replicas of shares under the German law of obligations (hereinafter referred to as "shadow shares"), which are redeemed either in cash or in the form of real shares at the Company's discretion after a threeyear holding period. Although the shadow shares do not grant any shareholder rights, their value is based on the real price of the Company's shares. The members of the Management Board thus participate in the share price's gains and losses, which provides a sustainable, long-term incentive for the Management Board members.
The annual allocation amount depends on the achievement of quantitative corporate goals that are stipulated by the Supervisory Board as part of its three-year plan in advance for the relevant financial year. Target achievement for a past financial year is determined on the basis of the consolidated financial statements for that financial year, whereupon the LTI is allocated for the past financial year.
The relevant key performance indicators are comprised of equal shares of IFRS consolidated revenues (including other operating income) and IFRS Group EBITDA (earnings before interest, taxes, depreciation and amortization), which are derived from the applicable version of the target figures most recently adopted by resolution of the Supervisory Board.
Target achievement is determined separately for each target value.
The focus on the financial key performance indicators of consolidated revenues and Group EBITDA requires the Management Board members to pay attention to growth and profitability at the same time. Furthermore, the full LTI allocation for a year is not applicable in the event of a net loss for the year. The LTI thus promotes the strategic goal of profitable growth for the Company.
The main features for the allocation of shadow shares for a financial year are shown in the table below:
| Key indicator | Basis | Weighting | Target achievement range |
Allocation amount (target-related) |
Conversion rate |
|---|---|---|---|---|---|
| Consolidated revenues | Contractually agreed target remuneration |
50% | 80%– 130% | 0%– 130% | Average closing auction price |
| Group EBITDA | Contractually agreed target remuneration |
50% | 80%– 130% | 0%– 130% | 100 trading days before Annual General Meeting |
The number of shadow shares to be allocated in an annual tranche is calculated as the quotient of the allocation amount determined each year and the average closing auction price of the Company's shares on the last 100 trading days prior to the Annual General Meeting at which the consolidated financial statements, which form the basis for determining target achievement, are approved.
The correlation between target achievement for the respective key indicator and the resulting allocation amount is shown in the following chart:
LTI allocation as a percentage of the target amount
Adjustments to the target values for financial years that have ended are not permissible.
For current and future financial years, adjustments may be made in particular if significant changes in the key performance indicators are expected as a result of events, for example company acquisitions or disposals, which were not able to be considered in the three-year planning at the time. Whenever corporate actions are implemented, the number of shadow shares will be adjusted accordingly.
If the Management Board member's employment contract commences during the year, i.e., in the course of a financial year, the allocation amount shall be reduced by one-twelfth for each full month that employment commences after January 1. If the Management Board member's employment contract ends during the year, i.e., in the course of a financial year, special "rules in the event of the resignation of Management Board members" shall apply when determining the amount to be allocated.
Following a waiting period of three years from allocation, the beneficiary (Management Board member) acquires an entitlement to a cash payment tied to the share price or, at the Company's discretion, to the allocation of real New Work SE shares. The cash payment shall be based on the average price of the Company's shares in a closing auction on Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange over the last 100 days prior to the exercise date, taking any corporate actions implemented during the waiting period into account on a pro rata basis. In addition, the beneficiary is paid dividends applicable to real shares in the amount corresponding to the allocated shadow shares, if any, for the three preceding financial years ("cumulative dividend"). If cash is paid, then the total amount paid is limited to three times the relevant allocation amount of the respective tranche of shadow shares. If the payment
is settled in shares, then the number of shares to be granted is equal to the number of shadow shares allocated. If the total of the share price at the time of exercise and the cumulative dividend is greater than three times the relevant allocation amount of the respective tranche of shadow shares, then the number of shares granted is limited to three times the allocation amount. No additional payment of the cumulative dividend is made in this case.
The Management Board member's entitlement to the payout amount may not be sold, pledged or transferred. The entitlement is hereditary. The shadow shares already allocated to the Management Board member shall pass to the heir. If the Management Board member dies during the financial year on which the calculation of the allocation amount is to be based, the allocation amount for the financial year in question shall be reduced by one-twelfth for each full month that the person no longer holds office before December 31 and any shadow shares shall be allocated to the heirs for the year in which the member died.
No special remuneration was paid in the 2022 financial year.
| Management Board member, position |
Period | Non-performance-related remuneration € thsd. |
Performance-related remuneration € thsd. |
Special remuneration € thsd. |
Total remuneration € thsd. |
Share of total remuneration % NL STI LTI 0 0 0 0 50 0 0 0 31 0 36 17 1 0 0 0 47 0 0 0 31 0 38 17 – – – 1 0 0 0 0 0 0 81 19 |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Basic remuneration |
Fringe benefits (FB) |
STI 1 | LTI 2 | SV | Basis | SV | ||||||
| Petra von Strombeck | 2021 | 450 | 2 | 0 | 0 | 0 | 452 | 100 | 0 | |||
| CEO since 06/01/2020 | 20223 | 413 | 2 | 421 | 0 | 0 | 836 | 49 | 0 | |||
| Ingo Chu, | 2021 | 375 | 2 | 0 | 168 | 0 | 545 | 69 | 0 | |||
| CFO since 07/01/2009 | 2022 | 400 | 2 | 315 | 148 | 0 | 865 | 46 | 0 | |||
| 2021 | 375 | 2 | 0 | 0 | 35 | 412 | 91 | 9 | ||||
| CSO since 11/01/2020 | 2022 | 375 | 2 | 336 | 0 | 0 | 713 | 53 | 0 | |||
| Frank Hassler Jens Pape, Dr. Peter Opdemom |
2021 | 375 | 2 | 0 | 171 | 0 | 548 | 69 | 0 | |||
| CTO since 03/01/2011 | 2022 | 396 | 2 | 336 | 148 | 0 | 882 | 45 | 0 | |||
| 2021 | – | – | – | – | – | – | – | – | ||||
| Board member B2C since 01/01/2022 | 2022 | 330 | 2 | 0 | 0 | 0 | 332 | 99 | 0 | |||
| Dr. Patrick Alberts, | 2021 | 300 | 0 | 0 | 0 | 0 | 300 | 100 | 0 | |||
| CPO until 05/31/2021 | 2022 | 0 | 0 | 225 | 52 | 0 | 277 | 0 | 0 | |||
| Dr. Thomas Vollmoeller, | 2021 | 0 | 0 | 157 | 391 | 0 | 548 | 0 | 0 | 29 | 71 | 0 |
| CEO until 05/31/2020 | 2022 | 0 | 0 | 0 | 237 | 0 | 237 | 0 | 0 | 0 | 100 | 0 |
| 2021 | 0 | 0 | 0 | 224 | 0 | 224 | 0 | 0 | 0 | 100 | 0 | |
| CSO until 04/09/2020 | 2022 | 0 | 0 | 0 | 148 | 0 | 148 | 0 | 0 | 0 | 100 | 0 |
| Alastair Bruce, Timm Richter, |
2021 | 0 | 0 | 0 | 220 | 0 | 220 | 0 | 0 | 0 | 100 | 0 |
| CPO until 06/30/2018 | 2022 | 0 | 0 | 0 | 74 | 0 | 74 | 0 | 0 | 0 | 100 | 0 |
1 paid in each case for the preceding financial year
2 in each case for the financial year four years preceding the payout year
Petra von Strombeck took a one-month sabbatical during the financial year. Her remuneration was reduced proportionally for the period of the sabbatical.
The table below shows the relevant targets and target achievement for the 2021 STI paid out in 2022.
| € thsd. | Target | Actual 1 | Target achievement |
STI partial bonus |
|---|---|---|---|---|
| Consolidated revenues | 282,200 | 292,475 | 103.64% | 136.41% |
| Group EBT | 33,800 | 52,051 | 154.00% | 200.00% |
1 figures adjusted
| all figures in € thsd. | |||
|---|---|---|---|
| ------------------------ | -- | -- | -- |
| Management Board member, | a) 100% target | a) Minimum target | a) Maximum target | a) Target achievement | ||
|---|---|---|---|---|---|---|
| position | Criterion | Weighting | b) Target remuneration | b) Corresponding remuneration | b) Corresponding remuneration | b) Resulting remuneration |
| Consolidated revenues | 50% | 282,200 | 253,980 | 310,420 | 103.6% | |
| Petra von Strombeck | 125.0 | – | 250 | 170.5 | ||
| CEO | Group EBT | 50% | 33,800 | 30,420 | 37,180 | 154.0% |
| 125.0 | – | 250 | 250.0 | |||
| Consolidated revenues | 50% | 282,200 | 253,980 | 310,420 | 103.6% | |
| Ingo Chu | 93.8 | – | 187.5 | 127.9 | ||
| CFO | Group EBT | 50% | 33,800 | 30,420 | 37,180 | 154.0% |
| 93.8 | – | 187.5 | 187.5 | |||
| Consolidated revenues | 50% | 282,200 | 253,980 | 310,420 | 103.6% | |
| Frank Hassler | 100.0 | – | 200 | 136.4 | ||
| CSO | Group EBT | 50% | 33,800 | 30,420 | 37,180 | 154.0% |
| 100.0 | – | 200 | 200.0 | |||
| Consolidated revenues | 50% | 282,200 | 253,980 | 310,420 | 103.6% | |
| Jens Pape | 100.0 | – | 200 | 136.4 | ||
| CTO | Group EBT | 50% | 33,800 | 30,420 | 37,180 | 154.0% |
| 100.0 | – | 200 | 200.0 | |||
| Consolidated revenues | 50% | 282,200 | 253,980 | 310,420 | 103.6% | |
| Dr. Patrick Alberts | 66.8 | – | 133.6 | 91.1 | ||
| CPO | Group EBT | 50% | 33,800 | 30,420 | 37,180 | 154.0% |
| 66.8 | – | 133.6 | 133.6 |
The table below shows the relevant targets and target achievement for the 2018 LTI paid out in 2022. The resulting remuneration is the number of shadow shares allocated. Petra von Strombeck, Frank Hassler, and Dr. Peter Opdemom did not participate in the Management Board LTI in 2018.
| € thsd. | Target | Actual 1 | Target achievement | Range | Allocation |
|---|---|---|---|---|---|
| Consolidated revenues | 240,300 | 235,070 | 97.8% | 80%– 130% | 97.8% |
| Group EBITDA | 73,500 | 75,227 | 102.4% | 80%– 130% | 102.4% |
1 figures adjusted
The share prices relevant for converting the calculated LTI amount into shadow shares (and back) are shown in the table below:
To calculate the shadow shares allocated, target remuneration is multiplied by target achievement and then divided by the reference price on allocation.
| LTI tranche 2018, allocated on June 6, 2019 |
|
|---|---|
| Reference price when allocated1 in € | 307.82 |
| Reference price when exercised2 in € | 171.03 |
| Share price performance | – 44.44% |
| Cap | 923.46 |
| Management Board member, position |
Criterion | Weighting | a) 100% target b) Target remuneration |
a) Minimum target b) Allocation amount |
a) Maximum target b) Allocation amount |
a) Target achievement b) Resulting remunera tion (shadow shares) |
|---|---|---|---|---|---|---|
| Petra von Strombeck | Consolidated revenues | 50% | n/a | n/a | n/a | n/a |
| CEO | n/a | n/a | n/a | n/a | ||
| Group EBITDA | 50% | n/a | n/a | n/a | n/a | |
| n/a | n/a | n/a | n/a | |||
| Ingo Chu | Consolidated revenues | 50% | 240,300 | 192,240 | 312,390 | 101.1% |
| CFO | 125 | 100 | 163 | 406.5 | ||
| Group EBITDA | 50% | 73,500 | 46,160 | 75,010 | 101.3% | |
| 125 | 100 | 163 | 406.5 | |||
| Frank Hassler | Consolidated revenues | 50% | n/a | n/a | n/a | n/a |
| CSO | n/a | n/a | n/a | n/a | ||
| Group EBITDA | 50% | n/a | n/a | n/a | n/a | |
| n/a | n/a | n/a | n/a | |||
| Jens Pape | Consolidated revenues | 50% | 240,300 | 192,240 | 312,390 | 101.1% |
| CTO | 125 | 100 | 163 | 406.5 | ||
| Group EBITDA | 50% | 73,500 | 46,160 | 75,010 | 101.3% | |
| 125 | 70 | 114 | 406.5 | |||
| Dr. Peter Opdemom | Consolidated revenues | 50% | n/a | n/a | n/a | n/a |
| Board member B2C | n/a | n/a | n/a | n/a | ||
| Group EBITDA | 50% | n/a | n/a | n/a | n/a | |
| n/a | n/a | n/a | n/a | |||
| Dr. Patrick Alberts | Consolidated revenues | 50% | 240,300 | 192,240 | 312,390 | 101.1% |
| 44 | 35 | 57 | 142.5 | |||
| Group EBITDA | 50% | 73,500 | 46,160 | 75,010 | 101.3% | |
| 44 | 35 | 57 | 142.5 | |||
| Dr. Thomas | Consolidated revenues | 50% | 240,300 | 192,240 | 312,390 | 101.1% |
| Vollmoeller | 200 | 160 | 260 | 650.5 | ||
| Group EBITDA | 50% | 73,500 | 46,160 | 75,010 | 101.3% | |
| 200 | 160 | 260 | 650.5 | |||
| Alastair Bruce | Consolidated revenues | 50% | 240,300 | 192,240 | 312,390 | 101.1% |
| 125 | 100 | 163 | 406.5 | |||
| Group EBITDA | 50% | 73,500 | 46,160 | 75,010 | 101.3% | |
| 125 | 100 | 163 | 406.5 | |||
| Timm Richter | Consolidated revenues | 50% | 240,300 | 192,240 | 312,390 | 101.1% |
| 63 | 50 | 81 | 203 | |||
| Group EBITDA | 50% | 73,500 | 46,160 | 75,010 | 101.3% | |
| 63 | 50 | 81 | 203 |
To determine the payout amount, the number of shadow shares allocated is multiplied by the reference price on exercise of the shares and the cumulative dividend per share is added where applicable. The cumulative dividend per shadow share is the sum of the gross dividends paid by the Company per real share for the financial year on which calculation of the target values is based plus the two subsequent financial years. The total amount paid is limited to three times the relevant allocation amount of the respective tranche of PSUs.
The corresponding figures for the Management Board members participating in the 2018 LTI tranche are shown in the following table:
| Management Board member |
Shadow Shares 2018 |
Reference price € |
Cumulative dividend € |
Payment € |
Cap € |
|---|---|---|---|---|---|
| Ingo Chu | 813 | 171.03 | 10.88 147,894.46 | 750,000 | |
| Jens Pape | 813 | 171.03 | 10.88 147,894.46 | 750,000 | |
| Dr. Patrick Alberts | 285 | 171.03 | 10.88 51,844.92 | 262,500 | |
| Dr. Thomas Vollmoeller |
1,301 | 171.03 | 10.88 236,667.51 1,200,000 | ||
| Alastair Bruce | 813 | 171.03 | 10.88 147,894.46 | 750,000 | |
| Timm Richter | 406 | 171.03 | 10.88 73,856.27 | 375,000 |
Contractually awarded remuneration (voluntary disclosure)
We report the allocations based on target achievement for the 2022 financial year as well as the possible minimum and maximum for the variable remuneration components STI and LTI as contractually awarded remuneration in the 2022 financial year.
The following table provides an overview of the relevant targets for the short- and long-term variable remuneration for the 2022 financial year. The targets are the same for all Management Board members and are therefore not individually presented. The LTI grant amount in financial year 2022 is contractually fixed for each Management Board member and is independent of targets. These will only become relevant when the final PSUs are determined at the end of the performance period.
| € thsd. | STI 2022 | Range % | LTI 2022 | Range % | Actual for 2022 | STI % | LTI % |
|---|---|---|---|---|---|---|---|
| Consolidated | |||||||
| revenues | 312,100 | 90 – 110 | 312,100 | 80 – 130 | 321,535 | 103.02 | 103.02 |
| Group EBITDA | 103,700 | 90 – 110 | – | – | 102,923 | 99.25 | |
| Group EBT | – | – | 61,100 | 80 – 130 | 61,302 | 100.33 |
| Management Board member, position |
Period | Non-performance related remuneration € thsd. |
remuneration € thsd. |
Performance-related | Special remunera tion € thsd. |
Total remuner ation € thsd. |
Share of total remuneration | % | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Basic remunera tion |
Fringe benefits (FB) |
STI | LTI | SR | Basis | FB | STI | LTI | SR | |||
| 2021 | 450 | 2 | 421 | 476 | 0 | 1,349 | 33 | 0 | 31 | 35 | 0 | |
| Petra von Strombeck, | 20221 | 412.5 | 2 | 255 | 450 | 0 | 1,120 | 37 | 0 | 23 | 40 | 0 |
| CEO since 06/01/2020 | 2022 min | 412.5 | 2 | 0 | 0 | 0 | 414.5 | 100 | 0 | 0 | 0 | 0 |
| 2022 max | 412.5 | 2 | 458 | 1,755 | 292 | 2,919.5 | 14 | 0 | 16 | 60 | 10 | |
| 2021 | 375 | 2 | 315 | 331 | 0 | 1,023 | 37 | 0 | 31 | 32 | 0 | |
| Ingo Chu, CFO since 07/01/2009 |
2022 | 400 | 2 | 223 | 350 | 0 | 974 | 41 | 0 | 23 | 36 | 0 |
| 2022 min | 400 | 2 | 0 | 0 | 0 | 402 | 100 | 0 | 0 | 0 | 0 | |
| 2022 max | 400 | 2 | 400 | 1,365 | 180 | 2,347 | 17 | 0 | 17 | 58 | 8 | |
| 2021 | 375 | 2 | 336 | 318 | 35 | 1,066 | 35 | 0 | 32 | 30 | 3 | |
| Frank Hassler, CSO since 11/01/2020 |
2022 | 375 | 2 | 223 | 300 | 0 | 899 | 42 | 0 | 25 | 33 | 0 |
| 2022 min | 375 | 2 | 0 | 0 | 0 | 377 | 100 | 0 | 0 | 0 | 0 | |
| 2022 max | 375 | 2 | 400 | 1,170 | 180 | 2,127 | 18 | 0 | 19 | 55 | 8 | |
| 2021 | 375 | 2 | 336 | 318 | 0 | 1,031 | 36 | 0 | 33 | 31 | 0 | |
| Jens Pape, | 2022 | 396 | 2 | 246 | 321 | 0 | 965 | 41 | 0 | 25 | 33 | 0 |
| CTO since 03/01/2011 | 2022 min | 396 | 2 | 0 | 0 | 0 | 398 | 100 | 0 | 0 | 0 | 0 |
| 2022 max | 396 | 2 | 442 | 1,251 | 188 | 2,279 | 17 | 0 | 19 | 55 | 8 | |
| 2021 | ||||||||||||
| Dr. Peter Opdemom, | 2022 | 330 | 2 | 184 | 260 | 0 | 776 | 43 | 0 | 24 | 33 | 0 |
| Board member B2C since 01/01/2022 |
2022 min | 330 | 2 | 0 | 0 | 0 | 332 | 100 | 0 | 0 | 0 | 0 |
| 2022 max | 330 | 2 | 330 | 1,014 | 166 | 1,842 | 18 | 0 | 20 | 55 | 9 |
Petra von Strombeck took a one-month sabbatical during the financial year. Her remuneration was reduced proportionally for the period of the sabbatical.
The Company aims to continue growing in the next few years by further increasing its membership figures in Germanspeaking countries (the D-A-CH region), expanding its existing offerings, and establishing new product offerings and services for both people and companies.
For this, the Company has defined the financial performance indicators of revenue and EBITDA, or their growth, at segment and Group level as key performance indicators.
The remuneration of the Management Board makes an important contribution to supporting these strategic goals and the long-term sustainable development of New Work SE. On the one hand, the Company should be so competitive in the market for highly qualified board members that suitable candidates can be won for the Company and retained in the long term who will develop and implement a corresponding growth strategy. This also necessitates creating an attractive working environment for the Management Board members, for instance also by providing fringe benefits. On the other hand, Management Board remuneration serves to ensure that the interests of the Management Board are essentially aligned with those of the shareholders, i.e., largely aimed at increasing the enterprise value and the Company's share price. This is achieved through a high proportion of variable remuneration components tied to financial key performance indicators. Particular emphasis is placed on long-term variable remuneration, which is also tied to share price performance. As a result, it is in the Management Board members' own interest to strive for sustainably successful corporate development in the long term and to avoid taking inappropriate risks aimed at achieving and maximizing short-term success.
Under the LTI, the Management Board members are allocated shadow shares (phantom shares) that are redeemed after a waiting period of three years, either in cash or through the transfer of real shares at the Company's discretion.
The following table provides an overview of the LTI tranches still outstanding at December 31, 2022. It also includes the PSUs allocated for the first time in the 2022 financial year.
There is no clawback regulation in place, so none was therefore applied in the 2022 financial year.
As regards the STI, the Supervisory Board did not make use of the discretionary component in the 2021 and 2022 financial years.
As regards the LTI, the rule on the LTI tranche not applying in the event of a net loss for the year did not apply.
In addition to the cap on variable remuneration components (STI maximum of 240 percent and LTI maximum of 400 percent of the individual target amount), the remuneration system provides for a maximum amount for total remuneration in a given financial year. This relates to the actual payout of the remuneration awarded for a financial year rather than to the payments made in a financial year. If the theoretical total remuneration (including fringe benefits) for a financial year exceeds the maximum remuneration, the payout amount of the LTI for the financial year in question will be reduced accordingly. The fixed maximum remuneration is EUR 3.75million for the CEO position and EUR 2.75million for other Management Board members. This, however, was not yet written into the Management Board contracts that were valid in the 2021 financial year. Irrespective of this, the STI will not be determined and paid out until the 2023 financial year and the 2022 LTI tranche allocated in 2022 will not be exercised until 2026, which means that compliance with the maximum remuneration for the 2022 financial year cannot be conclusively reported in the remuneration report until the 2026 financial year.
| Management Board member, position |
LTI tranche | Performance period |
Allocation | Allocation price € |
Exercise | Max. exercise price € |
Number of shadow shares/PSUs |
Value as of 12/31/20221 € |
|---|---|---|---|---|---|---|---|---|
| 2020 | 2020 | 05/19/2021 | 243.53 | 05/20/2024 | 730.59 | 1,559 | 237,903.40 | |
| Petra von Strombeck, CEO since 06/01/2020 |
2021 | 2021 | 06/01/2022 | 173.48 | 06/02/2025 | 520.44 | 2,746 | 419,039.60 |
| 2022 | 2022 | 03/24/2022 | 209.86 | 12/31/2025 | 629.58 | 2,144 | 327,174.40 | |
| 2019 | 2019 | 05/29/2020 | 244.24 | 05/30/2023 | 732.72 | 878 | 133,982.80 | |
| Ingo Chu, | 2020 | 2020 | 05/19/2021 | 243.53 | 05/20/2024 | 730.59 | 953 | 145,427.80 |
| CFO since 07/01/2009 | 2021 | 2021 | 06/01/2022 | 173.48 | 06/02/2025 | 520.44 | 1,907 | 291,008.20 |
| 2022 | 2022 | 03/24/2022 | 209.86 | 12/31/2025 | 629.58 | 1,668 | 254,536.80 | |
| 2020 | 2020 | 05/19/2021 | 243.53 | 05/20/2024 | 730.59 | 173 | 26,399.80 | |
| Frank Hassler, | 2021 | 2021 | 06/01/2022 | 173.48 | 06/02/2025 | 520.44 | 1,831 | 279,410.60 |
| CSO since 11/01/2020 | 2022 | 2022 | 03/24/2022 | 209.86 | 12/31/2025 | 629.58 | 1,430 | 218,218.00 |
| 2019 | 2019 | 05/29/2020 | 244.24 | 05/30/2023 | 732.72 | 1,064 | 162,366.40 | |
| Jens Pape, | 2020 | 2020 | 05/19/2021 | 243.53 | 05/20/2024 | 730.59 | 953 | 145,427.80 |
| CTO since 03/01/2011 | 2021 | 2021 | 06/01/2022 | 173.48 | 06/02/2025 | 520.44 | 1,831 | 279,410.60 |
| 2022 | 2022 | 03/24/2022 | 209.86 | 12/31/2025 | 629.58 | 1,529 | 233,325.40 | |
| Dr. Peter Opdemom, Board member B2C |
||||||||
| since 01/01/2022 | 2022 | 2022 | 03/24/2022 | 209.86 | 12/31/2025 | 629.58 | 1,239 | 189,071.40 |
| 2019 | 2019 | 05/29/2020 | 244.24 | 05/30/2023 | 732.72 | 709 | 108,193.40 | |
| Dr. Patrick Alberts, CPO until 05/31/2021 |
2020 | 2020 | 05/19/2021 | 243.53 | 05/20/2024 | 730.59 | 736 | 112,313.60 |
| 2021 | 2021 | 06/01/2022 | 173.48 | 06/02/2025 | 520.44 | 1,526 | 232,867.60 | |
| Dr. Thomas Vollmoeller, | 2019 | 2019 | 05/29/2020 | 244.24 | 05/30/2023 | 732.72 | 1,621 | 247,364.60 |
| CEO until 05/31/2020 | 2020 | 2020 | 05/19/2021 | 243.53 | 05/20/2024 | 730.59 | 578 | 88,202.80 |
| Alastair Bruce, | 2019 | 2019 | 05/29/2020 | 244.24 | 05/30/2023 | 732.72 | 1,098 | 167,554.80 |
| CSO until 04/09/2020 | 2020 | 2020 | 05/19/2021 | 243.53 | 05/20/2024 | 730.59 | 344 | 52,494.40 |
1 calculated using a share price of EUR 152.60
For information purposes, the following table shows the ratio of total remuneration granted and owed in financial year 2022 to the defined maximum remuneration:
| Management Board member, position |
Zeitraum | Total remuneration € thsd. |
Maximum remuneration € thsd. 1 |
Share of maximum remuneration % |
|---|---|---|---|---|
| Petra von Strombeck, | 2021 | 452 | 3,005 | 15 |
| CEO since 06/01/2020 | 20222 | 836 | 2,918 | 29 |
| Ingo Chu, | 2021 | 545 | 2,144 | 25 |
| CFO since 07/01/2009 | 2022 | 865 | 2,345 | 37 |
| Frank Hassler | 2021 | 412 | 2,125 | 19 |
| CSO since 11/01/2020 | 2022 | 713 | 2,125 | 34 |
| Jens Pape, | 2021 | 548 | 2,125 | 26 |
| CTO since 03/01/2011 | 2022 | 882 | 2,277 | 39 |
| Dr. Peter Opdemom, | 2021 | n/a | n/a | n/a |
| Board member B2C since 01/01/2022 |
2022 | 332 | 1,840 | 18 |
| Dr. Patrick Alberts, | 2021 | 300 | 1,795 | 17 |
| CPO until 05/31/2021 | 2022 | 277 | 1,795 | 15 |
| Dr. Thomas Vollmoeller, | 2021 | 548 | 2,590 | 21 |
| CEO until 05/31/2020 | 2022 | 237 | 2,590 | 9 |
| Alastair Bruce, | 2021 | 224 | 1,280 | 18 |
| CSO until 04/09/2020 | 2022 | 148 | 1,280 | 12 |
| Timm Richter, | 2021 | 220 | 825 | 27 |
| CPO until 06/30/2018 | 2022 | 74 | 825 | 9 |
Regulation applicable in the 2021 financial year before determination of the remuneration system
Petra von Strombeck took a one-month sabbatical during the financial year. Her remuneration was reduced proportionally for the period of the sabbatical.
The table below compares the development of Management Board remuneration, employee remuneration (each on the basis of full-time equivalents) and the Company's financial performance over the last five financial years.
| In % | 2018 vs. 2017 | 2019 vs. 2018 | 2020 vs. 2019 | 2021 vs. 2020 | 2022 vs. 2021 | Actual for 2022 € thsd. |
|---|---|---|---|---|---|---|
| Management Board remuneration1 | ||||||
| Petra von Strombeck, CEO | n/a | n/a | n/a | – 0.2 | 85.0 | 836 |
| Ingo Chu, CFO | 43.7 | – 23.1 | – 25.0 | – 12.0 | 58.7 | 865 |
| Frank Hassler, CSO2 | n/a | n/a | n/a | 480.0 | 73.1 | 713 |
| Jens Pape, CTO | 84.1 | – 15.2 | – 29.0 | – 15.0 | 60.9 | 882 |
| Dr. Peter Opdemom, Board member B2C3 , left the Management Board prior to 2022 |
n/a | n/a | n/a | n/a | n/a | 332 |
| Dr. Patrick Alberts, CPO4 | n/a | 91.4 | – 40.9 | – 44.0 | – 7.7 | 277 |
| Dr. Thomas Vollmoeller, CEO5 | 1.2 | – 11.5 | – 43.4 | – 42.3 | – 56.8 | 237 |
| Alastair Bruce, CSO6 | 29.3 | – 19.2 | – 79.8 | – 57.8 | – 33.9 | 148 |
| Timm Richter, CPO7 | – 21.8 | – 63.3 | – 29.2 | 61.8 | – 66.4 | 74 |
| Financial performance of the New Work Group and New Work SE 8 | ||||||
| Consolidated revenues | 24.7 | 17.8 | 1.1 | 5.0 | 10.6 | 316,369 |
| Group EBITDA | 22.7 | 13.8 | 0.2 | 11.0 | 6.4 | 104,117 |
| Group EBT | 16.5 | 16.0 | – 31.1 | 27.5 | 10.2 | 63,363 |
| Revenues, SE | 24.5 | 14.5 | 2.0 | 3.7 | 9.8 | 304,902 |
| Net profit/loss, SE | 79.0 | 8.6 | – 33.6 | 8.3 | 121.6 | 47,864 |
| Employee remuneration | ||||||
| Leadership Team (FTEs) 9 | 8.9 | – 4.2 | 1.3 | 1.5 | 1.6 | 251 |
| Employees, SE (FTEs)10 | 4.0 | 9.7 | 4.7 | – 3.4 | 1.4 | 75 |
| Employees, Germany (FTEs)11 | 3.2 | 3.5 | 4.4 | 4.0 | 1.4 | 75 |
1 Presentation of benefits received
2
4
9
The remuneration system for the Supervisory Board was most recently confirmed by the Annual General Meeting of New Work SE held on May 19, 2021. It is laid down in Article 13 of the Company's Articles of Incorporation.
According to the remuneration system, the members of the Supervisory Board receive fixed remuneration of EUR 40,000thousand for each full financial year in which they serve on the Supervisory Board. The Chairman of the Supervisory Board receives twice the amount of the fixed remuneration. In addition to their fixed remuneration, the members of committees actually formed receive an additional fixed remuneration of EUR 5,000 for each full financial year in which they serve on the respective committee. Chairmen of committees actually formed receive twice this amount for each committee chairmanship. Members of the Supervisory Board who join or leave the Supervisory Board during a financial year receive their fixed remuneration on a pro rata basis.
The members of the Supervisory Board do not receive any performance-related remuneration. This is intended to ensure the necessary independent function of the Supervisory Board and avoid financial incentives connected with short-term success of the Company.
The remuneration is payable to each member for the last financial year on the day after the Annual General Meeting that passed a resolution to formally approve the actions of the Supervisory Board.
The members of the Supervisory Board also receive reimbursement of their out-of-pocket cash expenses. The Company shall reimburse the members of the Supervisory Board for the value-added tax payable on their remuneration and expenses provided the Supervisory Board member concerned issues an invoice to the Company that entitles it to deduct input tax.
No further commitments were made by the Company.
None of the Supervisory Board members were granted loans, interest or advance payments by the Company.
As of the December 31, 2022 reporting date, the Supervisory Board members collectively held less than 1 percent of the shares in the Company. As a rule, information on reports on transactions by persons discharging managerial responsibilities in accordance with Article 19 of EU Regulation No. 596/2014 in the past financial year is published at www.dgap. de under Directors' Dealings and can also be found in the Investor Relations section of NEW WORK SE's website.
New Work SE has taken out Directors & Officers (D&O) insurance without a deductible for the members of its Supervisory Board. This covers the personal liability risk for the Supervisory Board members in the event of the Supervisory Board being held liable for pecuniary loss within the scope of or as a result of their Supervisory Board mandate.
As the Supervisory Board remuneration for a given financial year is not payable until the day after the Annual General Meeting that passes a resolution to formally approve the actions of the Supervisory Board members for the financial year in question, the Supervisory Board remuneration granted and owed in the 2022 financial year relates to the 2021 financial year. This can also be seen in the table below.
| For financial year 2020, paid in 2021 | For financial year 2021, paid in 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Supervisory Board membership |
Committee work | Total | Supervisory Board membership |
Committee work | Total | |||||
| in € | in % | in € | in % | in € | in € | in % | in € | in % | in € | |
| Martin Weiss, Chairman since May 29, 2020, member of the Product and Technical Committee |
47,213 | 94 | 2,951 | 6 | 50,164 | 80,000 | 94 | 5,000 | 6 | 85,000 |
| Dr. Johannes Meier, Deputy Chairman, member of the Product and Technical Committee |
40,000 | 89 | 5,000 | 11 | 45,000 | 40,000 | 89 | 5,000 | 11 | 45,000 |
| Anette Weber, Chairwoman of the Audit Committee |
40,000 | 80 | 10,000 | 20 | 50,000 | 40,000 | 80 | 10,000 | 20 | 50,000 |
| Dr. Jörg Lübcke, member of the Audit Committee |
40,000 | 89 | 5,000 | 11 | 45,000 | 40,000 | 89 | 5,000 | 11 | 45,000 |
| Dr. Andreas Rittstieg, member of the Audit Committee |
40,000 | 89 | 5,000 | 11 | 45,000 | 40,000 | 89 | 5,000 | 11 | 45,000 |
| Jean-Paul Schmetz, Chairman of the Product and Technical Committee |
40,000 | 80 | 10,000 | 20 | 50,000 | 40,000 | 80 | 10,000 | 20 | 50,000 |
| Stefan Winners, Chairman until May 29, 2020, member of the Product and Technical Committee |
32,787 | 94 | 2,049 | 6 | 34,836 | 0 | 0 | 0 | 0 | 0 |
Irrespective of the payment date, the remuneration of the Supervisory Board members for the 2022 financial year is already fixed as of December 31, 2022. In the interests of transparency and to provide comprehensive information to our shareholders, the table below also shows the Supervisory Board remuneration payable for the 2022 financial year, even though this will not fall due until after the Annual General Meeting on May 24, 2023.
| For financial year 2022, payable in 2023 | ||||||
|---|---|---|---|---|---|---|
| Fixed remuneration | Committee work | Total | ||||
| in € | in % | in € | in % | in € | ||
| Martin Weiss, Chairman, member of the Product and Technical Committee |
80,000 | 94 | 5,000 | 6 | 85,000 | |
| Dr. Johannes Meier, Deputy Chairman, member of the Audit Committee Product and Technical Committee |
40,000 | 83 | 7,932 | 17 | 47,932 | |
| Anette Weber, Chairwoman of the Audit Committee |
40,000 | 80 | 10,000 | 20 | 50,000 | |
| Dr. Jörg Lübcke, member of the Audit Committee |
40,000 | 89 | 5,000 | 11 | 45,000 | |
| Dr. Andreas Rittstieg, member of the Audit Committee, until June 1, 2022 |
16,658 | 89 | 2,082 | 11 | 18,740 | |
| Dr. Katharina Herrmann, member of the Product and Technical Committee, from June 1, 2022 |
23,452 | 89 | 2,932 | 11 | 26,384 | |
| Jean-Paul Schmetz, Chairman of the Product and Technical Committee |
40,000 | 80 | 10,000 | 20 | 50,000 |
The table below compares the Supervisory Board remuneration with the remuneration of the employees (each on the basis of full-time equivalents) and the Company's financial performance over the last five financial years:
| In % | 2018 vs. 2017 | 2019 vs. 2018 | 2020 vs. 2019 | 2021 vs. 2020 | 2022 vs. 2021 | Actual for 2022 € thsd. |
|---|---|---|---|---|---|---|
| Supervisory Board remuneration1 | ||||||
| Martin Weiss, | ||||||
| Chairman since May 29, 2020, member of the Product and Technical Committee |
n/a | n/a | n/a | n/a | 69.4 | 85 |
| Dr. Johannes Meier, Deputy Chairman, |
||||||
| member of the Product and Technical Committee | – 2.2 | 0 | 0 | 0 | 0 | 48 |
| Anette Weber, | ||||||
| Chairwoman of the Audit Committee | 4.2 | 0 | 0 | 0 | 0 | 50 |
| Dr. Jörg Lübcke, member of the Audit Committee |
4.7 | 0 | 0 | 0 | 0 | 45 |
| Dr. Andreas Rittstieg, member of the Audit Committee, until June 1, 2022 |
0 | 0 | 0 | 0 | 0 | 19 |
| Dr. Katharina Herrmann, member of the Product and Technical Committee, since June 1, 2022 |
n/a | n/a | n/a | n/a | n/a | 26 |
| Jean-Paul Schmetz, | ||||||
| Chairman of the Product and Technical Committee, left the Board before 2022 |
4.2 | 0 | 0 | 0 | 0 | 50 |
| Stefan Winners, Chairman until May 29, 2020 |
6.3 | 0 | 0 | – 59.0 | – 100.0 | n/a |
| Financial performance of the New Work Group and New Work SE 2 | ||||||
| Consolidated revenues | 24.7 | 17.8 | 1.1 | 5.0 | 10.6 | 316,369 |
| Group EBITDA | 22.7 | 13.8 | 0.2 | 11.0 | 6.4 | 104,117 |
| Group EBT | 16.5 | 16.0 | – 31.1 | 27.5 | 10.2 | 63,363 |
| Revenues, SE | 24.5 | 14.5 | 2.0 | 3.7 | 9.8 | 304,902 |
| Net profit/loss, SE | 79.0 | 8.6 | – 33.6 | 8.3 | 121.6 | 47,864 |
| Employee remuneration | ||||||
| Leadership Team (FTEs) 3 | 8.9 | -4.2 | 1.3 | 1.5 | 1.6 | 251 |
| Employees, SE (FTEs) 4 | 4.0 | 9.7 | 4.7 | -3.4 | 1.4 | 75 |
| Employees, Germany (FTEs) 5 | 3.2 | 3.5 | 4.4 | 4.0 | 1.4 | 75 |
1 Presentation of benefits received
2 continuing operations only, excluding subsequent restatements
The Leadership Team comprises the first management tier below the Management Board throughout the Group
Employees, SE includes the SE employees at both German and international locations, excluding the leadership team
Employees, Germany includes all employees of the Group at German locations, excluding the leadership team
| Hamburg, March 22, 2023 |
|
|---|---|
| Petra von Strombeck | Ingo Chu |
| Frank Hassler | Dr. Peter Opdemom |
| Jens Pape | |
| For the Supervisory Board: | |
| Martin Weiss |
Am Strandkai 1 20457 Hamburg Germany
Phone + 49 40 41 91 31– 793 Fax + 49 40 41 91 31– 44
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