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First Sensor AG Remuneration Information 2025
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Remuneration Information
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First Sensor®
is now part of
TE connectivity
Remuneration Report 2024
FIRST SENSOR AG, BERLIN
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REMUNERATION REPORT FOR THE 2024 FINANCIAL YEAR FROM OCTOBER 1, 2023 TO SEPTEMBER 30, 2024
In the following remuneration report in accordance with section 162 of the German Stock Corporation Act (AktG), the remuneration of the current and former members of the Executive Board and the Supervisory Board of First Sensor AG in the 2024 financial year is presented and explained. To facilitate understanding, the basic features of the remuneration system for the Executive Board and the Supervisory Board applicable in the 2024 financial year are presented as well.
REMUNERATION SYSTEM OF THE EXECUTIVE BOARD
Resolution on the approval of the remuneration system for the members of the Executive Board
The current remuneration system for the members of the Executive Board of First Sensor AG was developed by the Supervisory Board – with the aid of external technical support – in accordance with Sections 87(1) and 87a (1) of the German Stock Corporation Act (AktG), resolved on April 29, 2021 and approved by the Annual General Meeting on June 24, 2021 with a majority of 89.78% of the capital represented. In accordance with Section 120 a of the German Stock Corporation Act (AktG), the remuneration system is submitted to the Annual General Meeting for approval again whenever there is a significant change, but at least every four years and therefore in the 2025 financial year.
The remuneration system complies with the requirements of the German Stock Corporation Act (AktG), in particular the requirements of the Act on the implementation of the second shareholder rights directive (ARUG II), and is in line with the recommendations of the German Corporate Governance Code in its current version of April 28, 2022.
Application of the Executive Board remuneration system in the 2024 financial year
Since the resolution of the Supervisory Board, the current remuneration system for the Executive Board is taken into account by the company when the new contracts with the Executive Board are entered into or the existing contracts concluded with the company are renewed.
The company has not entered into service contracts with any of the members of the Executive Board currently appointed. All the members of the Executive Board currently appointed worked for Group companies of TE Connectivity prior to working for First Sensor and are remunerated by those companies.
Remuneration Dirk Schäfer
For the activity of the Executive Board member Dirk Schäfer, First Sensor was invoiced by the employer of Dirk Schäfer, TE Connectivity Sensors Germany Holding AG, Bensheim, due to a new position in the TE Connectivity Group for the first time in the 2023 financial year for a partial amount of the remuneration.
Remuneration Robin Maly
With effect on February 1, 2024, the employment contract of the Executive Board member Robin Maly with his employer, TE Connectivity Solutions GmbH, Schaffhausen, Switzerland, was amended in such a way that the Executive Board member Robin Maly spends a certain proportion of his working time for the First Sensor Group. Due to this change, the proportion of his remuneration in Switzerland for the period from February to September 2024 is shown in the remuneration report. This presentation is in line with section 162 (2) of the German Stock Corporation Act (AktG).
None of the members of the Executive Board of First Sensor AG have entered into a contract with First Sensor AG. The remuneration of all members of the Executive Board is not determined by the Supervisory Board of First Sensor. Consequently, the First Sensor remuneration system does not apply to the remuneration of all Executive Board members, which, however, does not constitute a deviation from the remuneration system.
If individual remunerations were granted to members of the Executive Board within the meaning of section 162 of the German Stock Corporation Act (AktG) in the 2024 financial year, which had been promised in previous financial years under the then applicable remuneration system, these are also presented and explained.
The remuneration system for members of the Executive Board of First Sensor AG is reviewed by the Personnel and Nomination Committee of the Supervisory Board event-related, in particular during contract negotiations with existing or future members of the Executive Board. However, there is no formal or regularly scheduled review.
Disclosures on the remuneration components
The remuneration of the members of the Executive Board consists of non-performance-related and performance-related components. Using this combination, the company creates an attractive incentive for members of the Executive Board to contribute towards the sustainable and long-term development of the company.
Variable remuneration components provide the material incentive to pursue the aims of business policy. They are motivation and reward for concrete action, for operational performance, for a strategic orientation that promotes the long-term development of the company and for responsible behavior.
The variable remuneration is dependent on the achievement of several success targets predefined by the Supervisory Board. The achievement of goals does not necessarily have to be exactly measurable, but it must be verifiable. The connection between the achievement of goals and the variable remuneration must be set in advance and cannot be subsequently altered.
The variable remuneration consists of short-term variable remuneration (short-term bonus) and long-term variable remuneration (long-term incentive program).
The short-term variable bonus is calculated according to the Annual Incentive Plan ("AIP") of the TE Connectivity group. The purpose of the AIP program is to reward managers for achieving financial or strategic performance targets. There is no guaranteed minimum achievement; it is therefore possible for the short-term variable bonus not to be paid at all. The amount of the short-term bonus under the AIP program is determined by the Supervisory Board of the company within six months of the end of a financial year and paid to the members of the Executive Board.
As long-term variable remuneration, the members of the Executive Board receive restricted stock units ("RSU") from TE Connectivity plc (formerly TE Connectivity Ltd.) as part of the long-term incentive ("LTI") program. TE Connectivity plc uses LTI allocations to provide competitive remuneration that recognizes employee contributions and aligns their remuneration with shareholders by focusing on long-term growth and stock performance.
1 TE Connectivity plc (NYSE: TEL) completed the relocation of the registered office of the listed parent company of TE Connectivity from Switzerland to Ireland on September 30, 2024. The change of the registered office resulted in each shareholder of TE Connectivity Ltd. receiving one share of TE Connectivity plc, a company incorporated under Irish law, for each share of TE Connectivity Ltd. held immediately before the change of the registered office.
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| REMUNERATION COMPONENT | ASSESSMENT BASE/PARAMETERS |
|---|---|
| Non-performance-based remuneration | |
| Fixed salary | Non-performance-based fixed remuneration paid in monthly installments |
| Additional benefits | Use of a company car or rail card (BahnCard 100) first class; insurance premiums; other one-time or temporary (provisional) benefits on recruitment; reimbursement of costs of business travel |
| Performance-based remuneration | |
| Short-term variable remuneration | calculated according to the Annual Incentive Plan (“AIP”) of the TE Connectivity group |
| - annual incentive target amount as a percentage of fixed salary | |
| - Performance level based on various performance indicators e.g. sales and operating income (60%), further KPIs and earnings per share of TE Connectivity plc (40%) | |
| - calculation of the annual incentive award by multiplying the annual incentive target amount by weighted target achievement (0-200%) and the personal performance factor (0-200%) | |
| - Payment must not exceed 300% of the individual annual incentive target amount (cap). | |
| Long-term variable remuneration | Stock-related long-term remuneration, term 4 years: issue of restricted stock units (“RSU”) of TE Connectivity plc as part of the long-term incentive (“LTI”) program |
| - award of a number of RSUs at an award date | |
| - four-year vesting period, i.e. members of the Executive Board earn a quarter of the initially awarded RSUs per year | |
| - Vesting RSUs are provided as shares in TE Connectivity plc that can be sold during an open trading window. | |
| The value of the RSUs is determined as of the grant date. The basis assumed for this is a maximum increase by the end of the vesting period of 200% compared to the grant date (calculation of maximum remuneration). | |
| Maximum remuneration | Limitation of the total remuneration granted for a financial year in accordance with section 87a (1) sentence 2 (1) of the German Stock Corporation Act (AktG): |
| - The maximum amount of remuneration for a financial year – regardless of whether this is paid in this financial year or at a later date and subject to the caps on short-term and long-term variable remuneration – is €580,000 for all members of the Executive Board. | |
| Severance cap | Entitlement to payment of severance in the amount of the fixed annual salary for the remainder of the contract term, though not more than €500,000 (cap); if there is a post-contractual, non-competition clause, the severance payment does not count towards the related compensation; the severance cap and the compensation for observing the non-competition restriction are both limited to two fixed annual salaries in total. |
| Penalty and claw-back regulations | n/a |
If the conditions are met in the four-year review period, the share of the members of the Executive Board is
- fixed remuneration accounting for the maximum remuneration (annual fixed salary and other benefits) around 35%
- short-term variable remuneration (AIP) accounting for around 30% of maximum remuneration;
- long-term variable remuneration (LTI) accounting for around 35% of maximum remuneration.
The remuneration system does not require members of the Executive Board to acquire and hold shares in the company (Share Ownership Guidelines).
Former and current members of the Executive Board receive no pension commitments.
Disclosures on shares and share options
The members of the Executive Board do not receive any remuneration components in the form of shares or stock options in First Sensor AG. The long-term variable remuneration is exclusively related to the restricted stock units program of TE Connectivity plc.
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Disclosures on the claw-back of variable remuneration components
The remuneration of the members of the Executive Board ensures that exceptional services are appropriately rewarded and that failure to meet targets leads to a noticeable reduction in remuneration. Given the strong need for strategic changes at First Sensor, the Supervisory Board chose not to introduce claw-back clauses when designing the remuneration system.
Disclosures on deviations from the remuneration system
There were no further deviations from the remuneration system beyond those described in the section "Application of the Executive Board remuneration system in the 2024 financial year".
Disclosures on how the resolution of the Annual General Meeting is implemented
The remuneration system for the Executive Board is taken into account when new contracts with the Executive Board are entered into or the existing contracts concluded with the company are renewed. The Executive Board members Robin Maly and Dirk Schäfer were appointed as members of the Executive Board before the resolution was passed, Thibault Kassir after the resolution was passed. The appointment of Robin Maly and Dirk Schäfer was extended after the resolution. All of these members of the Executive Board are remunerated by contracts with TE Connectivity group companies. The remuneration of the members of the Executive Board is not determined by the Supervisory Board of First Sensor. The remuneration system therefore does not apply to their work.
Disclosures on compliance with the maximum remuneration
The members of the Executive Board assume their function as members of the executive bodies under the existing control agreement and – with the exception of Executive Board member Robin Maly – do not receive any remuneration from First Sensor AG or other TE Connectivity companies for their Executive Board activities at First Sensor AG.
The remuneration of the Executive Board member Dirk Schäfer shown in the table below was first invoiced to First Sensor AG by Dirk Schäfer's employer, TE Connectivity Sensors Germany Holding AG, Bensheim, in the 2023 financial year.
The remuneration of the Executive Board member Robin Maly shown in the table below indicates the share of the remuneration that Executive Board member Robin Maly receives from his employer, TE Connectivity Solutions GmbH, Schaffhausen, Switzerland, in relation to his work for First Sensor AG and First Sensor Lewicki GmbH.
For Executive Board member Thibault Kassir, the obligation to provide information does not apply, as the remuneration by the employer of this Executive Board member, TE Connectivity Corp., Berwyn, Pennsylvania, USA, is not covered by the scope of Section 162 (1) sentence 1 of the German Stock Corporation Act (AktG), as TE Connectivity, USA is located in a third country for the European Union and the remuneration for the Executive Board member Thibault Kassir of First Sensor AG is not invoiced.
The remuneration of all members of the Executive Board is not determined by the Supervisory Board of First Sensor. Therefore, the remuneration system and the maximum remuneration do not apply.
| Thibault Kassir Member of the Executive Board since April 14, 2022 | Robin Jan Maly Member of the Executive Board since April 20, 2021 | Dirk Karl Schäfer Member of the Executive Board since June 1, 2021 | ||||
|---|---|---|---|---|---|---|
| Remuneration granted and owed in € thousand | 2023 | 2024 | 2023 | 2024* | 2023 | 2024 |
| Fixed remuneration | 0 | 0 | 0 | 109 | 28 | 49 |
| Additional benefits | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 0 | 109 | 28 | 49 |
| One-year variable remuneration | 0 | 0 | 0 | 0 | 0 | 0 |
| Multi-year variable remuneration (LTIP) | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 0 | 0 | 0 | 0 |
| Severance payment | - | - | - | - | - | - |
| Pension expenses | 0 | 0 | 0 | 0 | 0 | 0 |
| Total remuneration | 0 | 0 | 0 | 109 | 28 | 49 |
| Share of fixed remuneration | - | - | - | 100% | 100% | 100% |
| Share of variable remuneration | - | - | - | - | - |
2023 financial year: Oct. 1, 2022 - Sept. 30, 2023 2024 financial year: Oct. 1, 2023 - Sept. 30, 2024
*Remuneration as of February 1, 2024
Defined benefits from third parties
Since February 1, 2024, Executive Board member Robin Maly has received remuneration from his employer for his work for First Sensor AG and its subsidiaries, as described in the section "Application of the Executive Board remuneration system in the 2024 financial year". However, for Executive Board member Dirk Schäfer, a portion of his remuneration is invoiced to First Sensor AG by the majority shareholder on a lump sum basis. And yet, the employment contract of Dirk Schäfer does not contain any defined benefit with regard to his work for First Sensor AG and its subsidiaries.
Other than that, the members of the Executive Board have received no defined benefits from third parties in connection with their activities as members of the Executive Board of First Sensor AG. The activities of the Executive Board members at TE Connectivity Sensors Germany Holding AG, Bensheim, TE Connectivity Corp., Berwyn, Pennsylvania, USA and TE Connectivity Solutions GmbH, Schaffhausen, Switzerland are remunerated by these respective TE Connectivity companies. The Executive Board activity at First Sensor AG is not taken into account in this remuneration – with the exception of Robin Maly – so that no remuneration has been promised or granted by a third party with regard to the activity as a Executive Board member at First Sensor AG. Neither do the members of the Executive Board receive variable remuneration components that relate to the operational or strategic goals of First Sensor AG.
Benefits in the event of regular contract termination
No separate provisions have been made for the regular termination of an Executive Board contract and no agreements have been made in this regard.
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REMUNERATION SYSTEM FOR THE SUPERVISORY BOARD
Resolution on the remuneration system for the members of the Supervisory Board
The Annual General Meeting resolves on the remuneration of the members of the Supervisory Board. The remuneration is defined in section 13 of the company's Articles of Association. The Executive Board and the Supervisory Board had reviewed the remuneration of the Supervisory Board members and had come to the conclusion that the previously applicable remuneration for the members of the company's Supervisory Board was appropriate. The Executive Board and the Supervisory Board therefore proposed to the Annual General Meeting on June 24, 2021, to resolve that the remuneration system for the members of the Supervisory Board remains unchanged. This proposal was approved with a majority of 99.99% of the represented capital. According to Section 113 (3) Sentence 1 and 2 of the German Stock Corporation Act (AktG), the Annual General Meeting must pass a resolution on the remuneration of the Supervisory Board members at least every four years, whereby a resolution approving the remuneration is permitted.
Structure and application of the remuneration system for the Supervisory Board
The remuneration system for the Supervisory Board is set out in the Articles of Association and provides both the general and specific framework for the remuneration of Supervisory Board members. This ensures that the remuneration of the Supervisory Board members always corresponds to the remuneration system resolved by the Annual General Meeting.
The members of the Supervisory Board of First Sensor AG receive fixed remuneration for their work, the amount of which is dependent on their individual responsibilities within the Supervisory Board. Variable remuneration dependent on specific achievements/targets is not intended for the members of the Supervisory Board. The remuneration also covers the membership and chairmanship of committees. Members of the Supervisory Board who belong to the Supervisory Board for only part of the financial year receive pro rata temporis remuneration.
The Supervisory Board reviews the structure and appropriateness of its remuneration at irregular intervals, though not less than once every four years, with the assistance of the Personnel and Nomination Committee. Given the particular nature of Supervisory Board remuneration, which fundamentally differs from the work of the company's employees on account of its supervisory nature, there is no vertical comparison between employee and Supervisory Board remuneration.
Each member of the Supervisory Board receives basic annual remuneration of EUR 20,000. The Chairman and Deputy Chairman of the Supervisory Board receive higher remuneration in consideration of their increased organizational and administrative workloads. This is € 50,000.00 for the Chairman and € 30,000.00 for the Deputy Chairman.
The company provides the members of the Supervisory Board with insurance coverage to an extent appropriate for the exercise of their duties as members of the Supervisory Board; TE Connectivity pays the premiums due for this purpose. In addition, the company reimburses each Supervisory Board member for the reasonable and verified expenses incurred when performing the duties of office and for any value added tax to which remuneration is subject.
The members of the Supervisory Board receive a fixed remuneration. A variable remuneration that depends on achieving certain successes or goals is not provided. As a result, remuneration can only be aligned with the business strategy to a limited extent and can only have a limited influence on the long-term development of the company. However, First Sensor AG strongly believes that fixed remuneration is the most appropriate system for the objective supervisory function of the Supervisory Board and its neutral advisory activities. The Supervisory Board can thus orient its decisions according to the benefit of the company and thus a long-term business strategy and sustainable development without pursuing other motives at the same time.
In the 2024 financial year, the remuneration system for the Supervisory Board was applied in all aspects as regulated in section 13 of the company's Articles of Association. The members of the Supervisory Board did not receive any further remuneration or benefits for personally performed services, in particular consulting and or brokerage services, in the reporting year. Furthermore, the members of the Supervisory Board were not granted any loans or advances and no contingent liabilities were entered into on their behalf.
Individualized Disclosure of Supervisory Board remuneration
The following table shows the remuneration of the Supervisory Board members in the past financial year 2024 in accordance with Section 162 of the German Stock Corporation Act (AktG):
2023 financial year: Oct. 1, 2022 – Sept. 30, 2023; 2024 financial year: Oct. 1, 2023 – Sept. 30, 2024
| € thousand | 2023 | 2024 | |
|---|---|---|---|
| Michael Gerosa | Member since February 18, 2021, | ||
| Chairman since April 19, 2021 | * | * | |
| Peter McCarthy | Member since May 1, 2020, | ||
| Deputy Chairman Chairman since May 14, 2020 | * | * | |
| Stephan Itter | Since May 1, 2020 | 20 | 20 |
| Rob Tilmans | Since June 24, 2021 | * | * |
| Olga Wolfenberg | Since May 13, 2019 | 20 | 20 |
| Christoph Findeisen | Since August 27, 2021 | 20 | 20 |
| Total remuneration | 60 | 60 |
- These members of the Supervisory Board are employees of the TE Connectivity Group and waive their remuneration.
The members of the Supervisory Board who are employees of the TE Group companies have waived their remuneration in the past financial year and have not received any Supervisory Board remuneration.
Comparative presentation of development in remuneration and earnings
The following comparative presentation shows the annual change in the remuneration of current and former members of the Executive Board and Supervisory Board, the company's earnings performance and the remuneration of all employees, whereby the latter is based on the average wages and salaries of the Group's employees in Germany in the respective financial year.
Remuneration of executive body members
| Change in % | 2020 to 2019 | 2021 SFY vs. 2020 | 2022 vs. 2021 SFY | 2023 to 2022 | 2024 to 2023 |
|---|---|---|---|---|---|
| Current members of the Executive Board | |||||
| Thibault Kassir | |||||
| Robin Maly | 100%^{6} | ||||
| Dirk Schäfer | 100%^{6} | 75% | |||
| Current members of the Supervisory Board | |||||
| Michael Gerosa | |||||
| Peter McCarthy | |||||
| Stephan Itter | 13% | 33%^{5} | 0% | 0% | |
| Rob Tilmans | |||||
| Olga Wolfenberg | 48%^{1} | -25% | 33%^{3} | 0% | 0% |
| Christoph Findeisen | 90%^{3} | 0% | 0% | ||
| Former members of the Executive Board | |||||
| Sibylle Böttner (until April 13, 2022) | |||||
| Marcus Resch (until May 31, 2021) | 145% | ||||
| Dr Dirk Rothweiler (until June 30, 2020) | 999%^{2} | ||||
| Dr Mathias Gollwitzer (until March 20, 2020) | 211%^{2} | ||||
| Former members of the Supervisory Board | |||||
| Tilo Vollprecht (until August 26, 2021) | 48%^{1} | -35%^{3} | |||
| Dirk Schäfer (May 26, 2020 – May 31, 2021) | |||||
| Prof. Alfred Gossner (until April 30, 2020) | -67%^{3} | ||||
| Prof. Christoph Kutter (until April 30, 2020) | -67%^{3} | ||||
| Marc de Jong (until April 30, 2020) | -67%^{3} | ||||
| Guido Prehn (until April 30, 2020) | n/a | ||||
| Development of the company | |||||
| Net profit of First Sensor AG (HGB) | 3,053.4%^{6} | -91.4%^{8} | -161.6% | 0% | 0% |
| EBIT of the First Sensor Group (IFRS) | 991.7%^{8} | -65.1%^{8} | -121.8% | -206.9% | -528.5% |
| Average remuneration of employees | 3.9% | 9.9% | 3.3% | 2.7% |
1 Member of the Supervisory Board since May 3, 2019, therefore only pro rata temporis remuneration for 2019
2 Includes severance payment due to departure as a result of change of control
3 Difference is due to members joining or leaving the Board during the year
4 Influenced by one-off effects (including divestments)
5 Increase compared with previous year due to change in the financial year
6 Increase due to first-time calculation (pro rata temporis for 2023 or 2024)
The disclosures on the remuneration of the members of the Executive Board are based on the remuneration owed.
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Berlin, January 29, 2025
First Sensor AG
For the Executive Board
For the Supervisory Board
Thibault Kassir
Robin Maly
Dirk Schäfer
Michael Gerosa
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REPORT ON THE FORMAL AUDIT OF THE REMUNERATION REPORT PURSUANT TO SECTION 162 (3) AKTG
To First Sensor AG, Berlin
Audit opinion
We have formally audited the remuneration report of First Sensor AG, Berlin, for the financial year from October 1, 2023 to September 30, 2024 to determine whether the disclosures pursuant to section 162 (1) and (2) of the German Stock Corporation Act (AktG) have been made in the remuneration report. In accordance with § 162 Abs. 3 AktG, we have not audited the content of the remuneration report.
In our opinion, the accompanying remuneration report includes in all material respects the disclosures required by section 162 (1) and (2) AktG. Our audit opinion does not cover the content of the remuneration report.
Basis for audit opinion
We conducted our audit of the remuneration report in accordance with § 162 Abs. 3 AktG and IDW Auditing Standard: The Audit of the Remuneration Report in Accordance with Section 162 (3) AktG (IDW PS 870). Our responsibilities under those requirements and this standard are further described in the "Auditor's Responsibilities" section of our report. As an audit firm, we have fulfilled the requirements of the IDW Quality Assurance Standard: Requirements for Quality Assurance in the Auditing Practice (IDW QS 1). We have complied with the professional requirements of the German Public Auditors' Code and the Professional Code for German Public Auditors/Sworn Auditors, including the independence requirements.
Responsibility of the Executive Board and the Supervisory Board
The Executive Board and the Supervisory Board are responsible for the preparation of the remuneration report, including the related disclosures, in accordance with the requirements of Section 162 AktG. In addition, they are responsible for such internal control as they have determined necessary to enable the preparation of a remuneration report which is free from material – intentional or unintentional – misstatements.
Auditor's responsibility
Our objective is to obtain reasonable assurance about whether the remuneration report includes, in all material respects, the disclosures required by section 162 (1) and (2) AktG and to issue an auditor's report thereon.
We have planned and performed our audit such that we can ascertain the formal completeness of the remuneration report by comparing the disclosures made in the remuneration report with the disclosures required by section 162 (1) and (2) AktG. In accordance with § 162 Abs. 3 AktG, we have not audited the content accuracy of the disclosures, the completeness of the individual disclosures or the fair presentation of the remuneration report.
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Handling of any misrepresentations
In connection with our audit, our responsibility is to read the remuneration report in the light of our knowledge obtained in the audit and, in doing so, to consider whether the remuneration report includes misrepresentations with regard to the accuracy of the content of the information, the completeness of the individual disclosures or the fair presentation of the remuneration report.
If, based on the work we have performed, we conclude that such misrepresentation exists, we are required to report that fact. We have nothing to report in this context.
Berlin, January 31, 2025
BDO AG
Wirtschaftsprüfungsgesellschaft
Signed Robert Baumgarten
Wirtschaftsprüfer (German Public Auditor)
Signed Martin Behrendt
Wirtschaftsprüfer (German Public Auditor)