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HelloFresh SE Remuneration Information 2026
206_cgr_2026-04-21_b641cdf3-d1e6-4bc4-aefa-b441ce7eeb53.pdf
Remuneration Information
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HelloFresh SE, Berlin
Compensation Report for the 2025 Financial Year
This Compensation Report of HelloFresh SE (also the "Company") for the financial year 2025 complies with the provisions of section 162 of the German Stock Corporation Act (AktG). The year 2025 was marked by a significant revision of the Management Board's compensation at HelloFresh SE. At the Annual General Meeting on June 6, 2025, a new compensation system for the Management Board ("Compensation System 2025") was approved by a large majority. The Compensation System 2025 includes, among other things, the following material changes:
- Change in the plan type of short-term variable compensation to a cash bonus to make it less complex.
- Change in the plan type and term of the long-term variable compensation to a performance-based restricted stock unit program in line with market developments.
- Change in the payout cap for short-term variable compensation to achieve a better balance between opportunities and risks.
- Adjustment of the financial performance criteria to a defined set of metrics from the categories of liquidity, growth, and profitability to allow for greater flexibility in setting variable compensation targets.
- Introduction of different performance criteria for short-term and long-term variable compensation to avoid double incentivization between these variable compensation components in line with investor expectations.
- Introduction of ranges regarding the weightings of the financial performance criteria to allow for greater flexibility in setting the targets for variable compensation.
- In line with investor expectations and market developments, the special termination right of members of the Management Board is limited to cases in which the change of control also results in significant adverse consequences for the respective member of the Management Board.
In financial year 2025, the Management Board consisted of Dominik Richter, Thomas Griesel, Edward Boyes, Christian Gartner (until November 1, 2025), and Fabien Simon (from September 15, 2025). Fabien Simon's Management Board service agreement already fully implements the provisions of the new Compensation System 2025. The appointments of Dominik Richter and Edward Boyes to the Management Board were extended for an additional five years effective January 1, 2026, and their Management Board service agreements were renewed effective January 1, 2026. These new Management Board service agreements also fully implement the provisions of the Compensation System 2025. Due to Christian Gartner's departure from the company as of November 1, 2025, no new Management Board service agreement based on the 2025 compensation system was concluded with him. The same applies to Thomas Griesel, who will leave the Company as of April 30, 2026. The previously existing Management Board service agreements dated May 17, May 2021, as well as the amendment agreements dated July 11, 2022, remained unaffected by the Compensation System 2025 pursuant to the transitional provision of Section 26j(1) of the German Stock Corporation Act (EGAktG), so that the previous compensation practice applied in this respect (see below a) ee). Accordingly, the compensation granted and owed to the Management Board in the 2025 financial year was, in part, not yet based on the Compensation System 2025.
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Following Thomas Griesel’s departure from the Management Board in April 2026, all Management Board service agreements fully comply with the new Compensation System 2025. This results in the following application of the compensation systems:
- For the 2025 financial year:
- Previous compensation practice: Dominik Richter, Thomas Griesel, Christian Gartner, and Edward Boyes
-
Compensation System 2025: Fabien Simon
-
Starting in the 2026 financial year:
- Previous compensation practice: Thomas Griesel, who will leave the company on April 30, 2026, and will not receive any variable compensation components in the 2026 financial year.
- Compensation System 2025: Dominik Richter, Edward Boyes, and Fabien Simon
In preparing this Compensation Report, it was taken into account that the Compensation Reports submitted to the Annual General Meeting in recent years pursuant to Section 120a(4) of the German Stock Corporation Act (AktG) were not approved. The criticism raised by proxy advisors and investors in this context primarily concerned the compensation practices applied in those financial years and, to a lesser extent, the presentation of the compensation granted and owed in the Compensation Reports themselves. In response, the presentation of the compensation granted and owed was adjusted to a certain extent, while the basic structure of the Compensation Report was retained. The new Compensation System 2025 was also incorporated, and a strong focus was once again placed on presenting the content in a clearer and more understandable manner.
a) Compensation of the Management Board in Financial Year 2025
aa) Key Features of Management Board Compensation Under the Compensation System 2025
The company’s business strategy is to establish itself as a leading global food solutions company, primarily through the sale of meal kits and ready to eat meals, and to do so in a manner that is more sustainable than other alternatives, such as supermarkets. The Company therefore primarily considers its revenue, profitability (measured as adjusted EBIT (AEBIT) or adjusted EBITDA (AEBITDA)), liquidity (measured by free cash flow per diluted share), the reduction of food waste and CO2 emissions, and the long-term development of the Company’s share price. These criteria may be incorporated as performance criteria into the short-term non-equity-based variable compensation or into the long-term equity-based variable compensation of the Management Board, as explained in more detail below.
In determining the compensation of the members of the Management Board, the Supervisory Board is guided primarily by two key objectives: (i) a strong alignment of total compensation with a long-term performance- and share price-dependent compensation
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component, the aim of which is to achieve the greatest possible alignment of interests between long-term increase in corporate value and Management Board compensation, and (ii) a clear “co-ownership” approach, under which all members of the Management Board are required to have invested at least the value of one year’s gross base salary in shares in the Company.
To effectively implement the aforementioned objectives and ensure that the total compensation of the Management Board members remains within the range of compensation at comparable companies, the Supervisory Board sought advice from the compensation specialist Mercer | hkp//group, which, among other things, conducted a benchmarking of Management Board compensation, including its individual components, against a group of international peer companies (“Industry Peer Group”). In doing so, differences within the peer group as of the reference date with respect to revenue, employees, and market capitalization were taken into account.
The Industry Peer Group consisted of the following companies from the e-commerce, internet, and food delivery sectors, both domestic and international:
- Adyen
- Auto1
- ASOS
- Boohoo
- Booking
- Carvana
- Chegg
- Chewy
- Deliveroo
- Delivery Hero
- DoorDash
- Etsy
- Just Eat Takeaway
- Ocado Group
- Roku
- Scout24
- Shopify
- Spotify
- Stitch Fix
- Uber
- Wayfair
- Zalando
In addition, a cross-sector comparison was conducted with companies listed on the MDAX. Given the Company’s international orientation and the fact that the U.S. is by far the largest single market for the HelloFresh Group, the specific Industry Peer Group mentioned above is primarily used as the relevant comparison group, and comparative statements refer to this group. According to the benchmarking developed by the compensation consultant Mercer | hkp//group, the total target compensation for the Chairman of the Management Board Dominik Richter fell within the market range of the Industry Peer Group. Thomas Griesel’s total target compensation is slightly below the market range of the Industry Peer Group, while the total target compensation for Fabien Simon and Edward Boyes is at the lower end of the market range of the Industry Peer Group.
By dividing the compensation into (i) fixed compensation, (ii) performance-based short-term variable compensation in the form of a cash bonus, and (iii) performance-based long-term variable compensation in the form of Performance-Based Restricted Stock Units (“PB RSUs”), which constitutes the majority of total compensation, the Compensation System 2025 creates an incentive for results-oriented and sustainable corporate management. The compensation of the members of the Management Board is based on the performance of
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the members of the Management Board, the responsibilities of the individual members of the Management Board, and the Company’s business success. In addition, the value of the long-term variable compensation for members of the Management Board depends directly on the company’s share price at the time of payment, thereby aligning the interests of the members of the Management Board with those of the shareholders. The integration of non-financial targets in the areas of environment, social issues, and corporate governance (“ESG targets”) as components of the compensation structure also incentivizes sustainable and forward-looking action while simultaneously aiming to create value for customers, employees, and shareholders, as well as for the environment as a whole.
bb) Components of the Total Target Compensation in the Compensation System 2025
The Compensation System 2025 for the Management Board (which applied to Fabien Simon in financial year 2025) consists of fixed, non-performance-based, and variable, performance-based compensation components. The sum of all compensation components constitutes the total compensation for the members of the Management Board.
The fixed, non-performance-based compensation consists of a base salary and fringe benefits (in particular contributions to health and long-term care insurance, as well as the reimbursement of expenses and other costs incurred by members of the Management Board in the proper performance of their duties for the company). Short-term variable compensation is structured as a cash bonus, while long-term variable compensation consists of PB RSUs.
The following chart summarizes the various components of the Compensation System 2025:
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| Fixed remuneration components | Basic salary | · Individual contractually agreed basic salary paid in twelve installments |
|---|---|---|
| Fringe benefits | · Allowances for health and long-term care insurance, reimbursement of expenses and other expenses | |
| Short-term variable remuneration | · Cash bonus · Performance period: One year · Performance target1 (target achievement 0% - 250 %): · Sales revenue (50 %) · AEBITDA (50 %) · Payment in cash | |
| Long-term variable remuneration | · Performance Based Restricted Stock Units (PB RSUs) · Performance period: Three years · Waiting period: One year · Performance target1 (target achievement: 0% - 200 %): · 3 years Cumulative free cash flow per diluted share (40 %) · 3 years cumulative AEBIT (40 %) · ESG targets (20 %) · Payment in cash or shares at the company's discretion | |
| Maximum remuneration | · Chairman of the Management Board: EUR 14,000,000 Other members of the Management Board: EUR 11,000,000 · Due to compensation payments, the maximum remuneration for new members of the Management Board may increase by up to EUR 2,000,000 | |
| Share Ownership Guidelines | · Obligation to purchase and/or hold shares in the amount of a gross annual salary · Build-up period: Five years | |
| Malus/ Clawback | · Compliance malus and clawback · Performance Clawback | |
| Sign-on bonus | · Possibility of granting compensation payments to new members of the Management Board for lost benefits from previous employment. | |
| Severance payments | · Severance payments on premature termination of a Management Board member's employment contract should not exceed the value of two years' remuneration (target total remuneration) and should not remunerate more than the remaining term of the employment contract. | |
| Change of control | · The members of the Management Board can exercise a special right of termination if there is a change of control and this change of control has significant negative consequences for the respective Management Board member (double trigger). · If the special right of termination is exercised in connection with a change of control, the amount of the severance payment is limited to two years' remuneration (target total remuneration) and no more than the remaining term of the employment contract is remunerated. |
The relative proportions of the individual compensation components of the total target compensation are presented below using percentage ranges. In particular, due to the dependence of variable compensation on performance criteria and, with regard to long-term variable compensation, also on the development of the company's share price, the total
compensation actually paid out may deviate significantly from the total target compensation, either upward or downward. In this context, an upward deviation is limited both by the cap on total compensation (maximum compensation) and by the additional limits for short-term variable compensation and for long-term variable compensation.
Under the Compensation System 2025, the total target compensation for the Chairman of the Management Board is composed as follows:
The Chairman of the Management Board's annual base salary accounts for approximately $2\%$ to $15\%$ of the total target compensation. In addition, fringe benefits amounting to up to $1\%$ of the total target compensation may be granted as a further fixed salary component. Short-term variable compensation (cash bonus) accounts for between approximately $15\%$ and $30\%$ of the Chairman of the Management Board's total target compensation, while long-term variable compensation (PB RSUs) accounts for approximately $65\%$ to $80\%$ of the Chairman of the Management Board's total target compensation.
The total target compensation under the Compensation System 2025 is composed as follows for the other members of the Management Board:
The annual base salary of the other members of the Management Board accounts for approximately $10\%$ to $30\%$ of the total target compensation. In addition, fringe benefits amounting to up to $1\%$ of the total target compensation may be granted as a further fixed salary component. Short-term variable compensation (cash bonus) accounts for between approximately $10\%$ and $30\%$ of the total target compensation for the other members of the Management Board, while the portion of long-term variable compensation (PB RSUs) amounts to approximately $50\%$ to $70\%$ of the total target compensation for the other members of the Management Board. According to the recommendation in G.6 of the DCGK, when determining the total target compensation, the Supervisory Board ensures that the variable compensation resulting from the achievement of long-term goals exceeds the portion derived from short-term goals. This ensures that the Compensation System 2025 is focused on the long-term development and implementation of the Company's business objectives.
cc) Upper Limits and Maximum Compensation under the Compensation System 2025
Pursuant to Art. 5 of the SE Regulation in conjunction with Section 87a (1), sentence 2, item 1 of the German Stock Corporation Act (AktG), the Supervisory Board sets a maximum compensation for the members of the Management Board. This refers to the total amount of the fixed, non-performance-based compensation (base salary), fringe benefits, any other benefits, and variable compensation (payout cap) actually paid out. In this context, it is not relevant when the according compensation component is paid out, but rather for which financial year it is granted.
The maximum compensation for a financial year thus corresponds, for the respective member of the Management Board, to the sum of the maximum inflows of all compensation components granted to the respective member of the Management Board in a financial year,
whereby the timing of the inflow is irrelevant. The maximum compensation is set as a fixed amount for each member of the Management Board. Any amount exceeding the maximum compensation is capped at the time when the variable compensation would normally be received.
The maximum compensation for a financial year—regardless of whether it is paid out in the relevant financial year or at a later date—amounts to EUR 14,000,000.00 for the Chairman of the Management Board and EUR 11,000,000.00 for each of the other members of the Management Board.
The maximum compensation does not represent the level of compensation sought by the Supervisory Board or deemed appropriate by it, but merely an absolute upper limit that could be reached at most in the event of a very sharp rise in the share price of the company, which would lead to an according increase in shareholder value. In determining this amount, it was also taken into account that the vast majority of the members of the Management Board's compensation is granted in the form of variable compensation, the payout amount of which is forfeited in full if the performance criteria are not met at the minimum level, or, in the case of long-term PB RSUs, is (significantly) lower than the relevant target amount if the relevant share price at the time of payment is (significantly) below the share price at the time of allocation of the PB RSUs. Furthermore, the proportion of performance-based variable compensation in the total target compensation exceeds the average proportion of variable compensation at relevant peer companies. In this respect, the maximum compensation reflects a balance between opportunities and risks.
In exceptional cases, the maximum compensation may increase by up to EUR 2,000,000.00 upon the assumption of office by a new member of the Management Board in the year of appointment or in the following year, provided that the member of the Management Board in question is granted compensation payments for benefits lost from a previous employment relationship as a result of his or her move to the company.
In addition to the maximum compensation, there are caps on the payout amounts for short-term variable compensation and long-term variable compensation. Short-term variable compensation is capped at 250% of the target amount applicable to it, while long-term variable compensation is limited to the difference between the maximum compensation and the sum of the base salary and the target amount of the short-term variable compensation.
dd) Compensation Components under the Compensation System 2025 in Detail
The compensation components under the Compensation System 2025 are explained in more detail below. In financial year 2025, the new compensation system was already applied to Fabien Simon. Starting in financial year 2026, the new compensation system also applies
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to the other members of the Management Board, with the exception of Thomas Griesel, who will leave the Company on April 30, 2026.
(1) Fixed Compensation Components of the 2025 Compensation System
The fixed compensation of the members of the Management Board consists of an annual base salary and fringe benefits (in particular contributions to health and long-term care insurance and expenses).
a. Base Salary
Each member of the Management Board receives a base salary agreed upon in an individual contract, which is generally paid in twelve equal installments at the end of each calendar month.
b. Fringe Benefits
As a fringe benefit, members of the Management Board receive half of the monthly reimbursable contributions to German health and long-term care insurance, up to the applicable maximum rate under statutory health and long-term care insurance. For members of the Management Board living abroad, fringe benefits are adjusted according to the relevant national (particularly regulatory) requirements. In principle, the Company pays the employer contributions for members of the Management Board living abroad in accordance with applicable legal regulations – if necessary – into the members of the Management Board’s foreign health and long-term care insurance, up to a maximum of the applicable maximum rate under German statutory health and long-term care insurance, as well as any legally mandatory employer contributions to foreign pension insurance. There are no voluntary pension commitments in favor of members of the Management Board.
In addition, the company reimburses the Management Board for expenses and other costs incurred in the proper performance of its duties for the company.
Additional fringe benefits, such as non-cash benefits, budgets for work equipment, or reimbursement for tax advisory services, may be agreed upon individually with the respective members of the Management Board.
Furthermore, upon assuming office, a new member of the Management Board may be granted other benefits in the form of compensation
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payments for benefits lost from a previous employment relationship due to the new member’s move to the company. Special compensation for exceptional performance by existing members of the Management Board is not provided for.
(2) Variable Compensation Components of the 2025 Compensation System
The variable compensation of the members of the Company’s Management Board consists of a short-term compensation component, the cash bonus, and a long-term compensation component, the PB RSUs. When determining the total target compensation for each member of the Management Board, the Supervisory Board sets a total amount for variable compensation. In principle, 25% of the total variable compensation is allocated to the cash bonus and 75% to the PB RSUs.
a. Short-term variable compensation (cash bonus)
Members of the Management Board are granted an annual cash bonus as short-term variable compensation, which generally amounts to 25% of the target variable compensation.
The payout amount of the annual cash bonus depends on the respective contractually agreed target amount as well as on the achievement of the two financial performance criteria. At the end of the one-year performance period, the Supervisory Board determines the overall degree of target achievement for the performance criteria and the resulting payout amount to which the respective members of the Management Board are entitled. The structure of the short-term variable compensation in the form of an annual cash bonus is summarized in the following figure:
The Supervisory Board has the option to select alternative performance criteria from a defined catalog (see below) before the start of the respective performance period and to adjust their weightings within specified ranges.
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The annual cash bonus is generally paid, provided it is administratively feasible, together with the monthly base salary for the month in which the company’s annual financial statements for the preceding financial year are approved, no later than the following month.
b. Long-term variable compensation (PB RSUs)
Long-term variable compensation generally accounts for 75% of the total target variable compensation for members of the Management Board. The number of PB RSUs to be granted is determined by dividing the target amount of the long-term variable compensation by the value of one share in the company on the grant date, which is specified in the respective grant agreement (typically annual), and rounding down to the nearest whole number. The value of one share in the Company on the grant date corresponds to the average of the closing prices of the company’s shares in XETRA trading on the Frankfurt Stock Exchange over the last ten trading days preceding the grant date.
The final number of PB RSUs is contingent upon the achievement of certain performance criteria. Upon expiration of the three-year performance period, the Supervisory Board determines the overall degree of achievement of the performance criteria and the resulting final number of PB RSUs to which the respective members of the Management Board are entitled; the final number of PB RSUs is capped at 200% of the originally allocated PB RSUs. The PB RSUs are additionally contingent upon the share price as a further performance criterion of the company. The share price-based structure of the PB RSUs also serves to align the company with long-term and sustainable corporate development and aligns the objectives of Management Board compensation with the interests of the shareholders. Accordingly, the three-year performance period is followed by a one-year vesting period, during which the respective members of the Management Board continue to participate in the stock price performance. The structure of the long-term variable compensation in the form of PB RSUs is summarized in the following figure:
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The Supervisory Board has the option to select alternative performance criteria from a defined catalog (see below) before the start of the respective performance period and to adjust their weightings within specified ranges.
Payment is made automatically within a reasonable period after the expiration of the vesting period, generally approximately four years after the grant date. In doing so, the Company may, at its discretion, deliver shares in the company instead of a cash payment. The amount of the payment is based on the average closing price of the Company's shares in XETRA trading on the Frankfurt Stock Exchange over the last ten trading days of the vesting period. It is capped at the maximum compensation minus the base salary and the target amount of the short-term variable compensation.
c. Performance Criteria
The cash bonus and the PB RSUs are subject to different financial performance criteria; the PB RSUs are also subject to non-financial performance criteria. Unless the Supervisory Board decides otherwise, the following financial and non-financial performance criteria and their weightings are used for short- and long-term variable compensation:
| Cash-Bonus | |
|---|---|
| Performance criteria | Weighting |
| Revenue | 50% |
| AEBITDA | 50% |
| PB RSU | |
| Performance criteria | Weighting |
| 3y cumulative free cash flow per diluted share | 40% |
| 3y cumulative AEBIT | 40% |
| ESG targets | |
| Food waste per euro of revenue | 10% |
| CO2 emissions per euro of revenue | 10% |
The definitions of the financial performance criteria—revenue, adjusted EBITDA ("AEBITDA"), adjusted EBIT ("AEBIT") (excluding impairments), and free cash flow per diluted share—correspond to the definitions published by the Company in its respective annual report.
The annual performance of the financial performance criteria revenue and AEBITDA incentivizes the sustainable implementation of short-term corporate planning. Revenue is an indicator of demand for the HelloFresh Group's products and an important factor in increasing the Company's value. AEBITDA is an indicator used to assess the Company's underlying operating profitability. These two metrics are therefore a relevant measure of the Company's short- and medium-term success.
The long-term improvement in the financial performance metrics AEBIT and free cash flow per diluted share is achieved through the consistent implementation of the company's business strategy and is therefore the most relevant measure of the company's long-term success. Free cash flow per diluted share is a strategic indicator of operating liquidity, while AEBIT is an indicator of the company's operating profitability. The long-term focus on these financial performance metrics promotes long-term and sustainable corporate development and aligns the objectives of the Management Board compensation with the interests of shareholders. The Supervisory Board has further ensured this alignment of
interests by making the long-term increase in the company's share price the determining factor for the amount of the long-term variable compensation payout.
Through the integration of the two ESG targets: (i) the volume of food waste produced by the HelloFresh Group's own production facilities (operating sites) that is disposed of in landfills or through incineration, per euro of HelloFresh Group revenue ("food waste per euro of revenue"), and (ii) the volume of $\mathrm{CO}{2}$ emissions (Scope 1 and Scope 2) generated by the HelloFresh Group's own production facilities (operating sites) per euro of the HelloFresh Group's revenue (" $\mathrm{CO}{2}$ emissions per euro of revenue"), the Company's commitment to being one of the most sustainable scalable meal alternatives for consumers becomes not only measurable but also a factor in determining Management Board compensation.
If deemed appropriate for corporate governance and the long-term development of the HelloFresh Group, particularly with regard to growth, profitability, and/or liquidity, the Supervisory Board has the option, prior to the start of the respective performance period, to select, in whole or in part, other financial performance criteria from the following catalog $^{1}$ instead of the financial performance criteria described above or otherwise in place, as well as to adjust the weightings of the financial performance criteria for the cash bonus within a range of $30\% - 70\%$ and for the PB RSUs within a range of $30\% - 60\%$ .
The Supervisory Board also has the option to replace the non-financial performance criteria described above or any other existing non-financial
performance criteria with other suitable non-financial performance criteria prior to the start of the respective performance period.
In the event of a replacement and/or adjustment of the financial and non-financial performance criteria, the Supervisory Board will disclose the reasons in the Compensation Report.
During the first quarter of a financial year, the Supervisory Board sets a target value, a minimum value, and a maximum value for each financial and non-financial performance criterion. After the performance period has ended, the Supervisory Board determines whether and to what extent the performance criteria have been met. Achieving the minimum value of the respective performance criterion corresponds to 50% target achievement, and achieving the target value corresponds to 100% target achievement of the respective performance criterion. If the minimum value for one of the performance criteria is not met, the target achievement for that performance target is zero. A target achievement of over 100% is possible, but it is capped at a maximum of 250% for the cash bonus and a maximum of 200% (maximum value) for the PB RSUs. Target achievements between the specified target achievement points (minimum value, target value, maximum value) are linearly interpolated. Illustrative target achievement curves for the respective performance criteria of the cash bonus and the PB RSUs are shown in the following figure.
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Target achievement curve performance criteria Cash Bonus
Target achievement curve performance criteria PB RSUs
The overall target achievement corresponds to the sum of the target achievement levels of the individual performance criteria, i.e., the percentage target achievement values for each of the performance criteria are added to the overall target achievement based on their weighting. Based on the overall target achievement rate of the performance criteria, the Supervisory Board determines the payout amount for the cash bonus and the final number of PB RSUs.
In financial year 2025, the cash bonus and PB RSUs were granted on September 29, 2025, to the new member of the Management Board Fabien Simon. The performance targets for financial year 2025 are shown in the table below:
Cash Bonus – Performance Period 2025:
| Performance Target | Weighting (%) | 100% Target Achievement | Actual Target Achievement |
|---|---|---|---|
| Revenue of the HelloFresh Group (in million EUR) | 50 | 6,800 | 93.46% |
| AEBITDA of the HelloFresh Group (in million EUR) | 50 | 420 | 107.03% |
PB RSUs – Performance Period 2025–2027:
| Performance target | Weighting (%) | 100% target achievement |
|---|---|---|
| Three-year cumulative free cash flow of the HelloFresh Group (before repayment of lease liabilities) per diluted share (in EUR) | 40 | 4.00 |
| Three-year cumulative AEBIT of the HelloFresh Group (in million EUR) | 40 | 700 |
| Food waste per euro of revenue for the HelloFresh Group in 2027 (in g) | 10 (The two segments are weighted based on their respective revenue) | Meal kit division 0.34 g |
| All other segments (Other) 1.05 g | ||
| CO emissions per euro of revenue for the HelloFresh Group in 2027 (in g) | 10 (The two segments are weighted based on their respective revenue) | Meal Kit Segment 2.30 g |
| All other segments (Other) 11.80 g |
d. Regulations Governing the Resignation of a Member of the Management Board
In the event of early termination of a member of the Management Board’s employment contract (including termination by mutual agreement), payments made by the Company, including fringe benefits, shall not exceed the value of two years’ compensation (total target compensation) (severance pay cap) and shall not cover more than the remaining term of the employment contract. The severance cap shall be calculated based on the total target compensation for the previous full financial year and, if applicable, also on the projected total target compensation for the current financial year. If a post-contractual non-compete clause is agreed upon, the severance payment shall be offset against the compensation for the non-compete period. In the event of early resignation and subsequent employment with a direct competitor of within 12 months, or in the event of revocation or termination of the appointment to the Management Board or the Management
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Board service agreement for reasons that would justify extraordinary termination under Section 626 of the German Civil Code (BGB), (so-called “bad leaver”), all PB RSUs shall lapse without replacement, regardless of whether they have already vested. In all other cases (so-called “good leaver”), members of the Management Board retain already vested PB RSUs, subject to the continued application of the program terms. PB RSUs that have not yet vested, however, shall lapse without replacement.
ee) Compensation components under the previous compensation practice in detail
Since the Management Board service agreements of Dominik Richter, Thomas Griesel, Christian Gartner, and Edward Boyes were still subject to the previous compensation practice in 2025, this is explained below. The previous Management Board compensation was composed as follows:
- Base salary and fringe benefits as fixed and non-performance-based compensation components;
- Restricted Stock Units (“RSUs”) granted under the Restricted Stock Units Program 2019 (“RSUP 2019”) as a short-term, variable compensation component; and
- Virtual stock options (“Virtual Stock Options”) granted under the 2019 Virtual Stock Options Program (“VSOP 2019”) as a long-term, variable, and performance-based compensation component.
The sum of all compensation components constituted the total compensation for each member of the Management Board.
(1) Fixed compensation components in accordance with previous compensation practices
a. Base Salary
Each member of the Management Board received a base salary agreed upon in an individual contract, which was generally paid in twelve equal installments at the end of each calendar month.
b. Fringe benefits
As a fringe benefit, the members of the Management Board received half of the monthly reimbursable contributions to German health and long-term care insurance up to the applicable maximum rate under statutory health and long-term care insurance. For Edward Boyes, a member of the
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Management Board living abroad, the fringe benefits were adjusted according to the relevant national (particularly regulatory) requirements. In principle, the Company paid the employer contributions for members of the Management Board living abroad in accordance with the applicable statutory regulations —where required—to the members of the Management Board’s foreign health and long-term care insurance, up to a maximum of the applicable maximum contribution rate under German statutory health and long-term care insurance, as well as any legally mandatory employer contributions to foreign pension insurance.
There were no voluntary pension commitments in favor of the members of the Management Board.
In addition, the Company reimbursed the Management Board for expenses and other costs incurred in the proper performance of its duties for the Company.
c. Other Benefits
Apart from the other benefits mentioned in the Compensation Report, none of the members of the Management Board received any other benefits in the form of fringe benefits in the 2025 financial year, such as non-monetary benefits from vehicle use, subsidies for safety equipment, or similar. Reimbursements granted by the Company to the members of the Management Board for expenses and other costs incurred by them in connection with the proper performance of their Management Board service agreements do not fall under “other benefits” in this sense.
(2) Variable compensation components in accordance with previous compensation practices
a. Principles
The variable compensation of the members of the Company’s Management Board previously consisted of a short-term compensation component, the RSUs, and a long-term compensation component, the Virtual Options. The total allocation amount for variable compensation was contractually agreed upon with each member of the Management Board and was generally divided into 25% RSUs and 75% Virtual Options. For the last two full financial years of a Management Board service agreement, however, the Supervisory Board could also decide to allocate the total amount of variable compensation up to 40% to RSUs
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and up to 60% to Virtual Options. The Management Board service agreements provided for such a split of 40% to RSUs and 60% to Virtual Options for the financial years 2024 and 2025.
The payment of the long-term variable compensation components (Virtual Options) depended on the achievement of financial targets (revenue and AEBITDA) and non-financial sustainability targets (ESG targets), thereby making a significant contribution to the long-term and sustainable development of the Company and the HelloFresh Group. By granting the vast majority of the total target compensation as long-term variable compensation, the Supervisory Board ensured a very high degree of alignment between the long-term interests of the Company's shareholders and those of the Management Board.
The departure of a member of the Management Board had the following effect on variable compensation: In the event of early resignation and subsequent employment with a direct competitor within 12 months, or revocation of the appointment to the Management Board for reasons that would justify extraordinary termination under Section 626 of the German Civil Code (BGB), (so-called "bad leaver"), all RSUs and all unexercised Virtual Options were forfeited without replacement, regardless of whether they had already vested. In all other cases (so-called "good leaver"), members of the Management Board retained RSUs and Virtual Options that had already vested, subject to the continued application of the program terms. Unvested RSUs and Virtual Options, however, would lapse without replacement.
b. Details on short-term variable compensation (RSUs)
Dominik Richter, Thomas Griesel, Christian Gartner, and Edward Boyes were granted RSUs as short-term variable compensation under the company's existing Restricted Stock Unit Program ("RSUP 2019"), which generally constituted 25% of the target variable compensation.
The number of RSUs to be granted was determined by dividing the portion of the total grant amount attributable to the RSUs by the value of one share in the Company on the grant date, as specified in the respective, typically annual, grant agreement ("Grant Date"), and rounding down to the nearest whole number. The value of one share in the Company on the Grant Date corresponded to the average of the closing prices of the company's shares in XETRA trading on the Frankfurt Stock Exchange over the ten trading days preceding the Grant Date. For illustrative
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purposes, consider the following calculation example: With an allocation amount of EUR 500,000 attributable to RSUs and a hypothetical average price of the share in the company of EUR 10, the members of the Management Board would thus be granted 50,000 RSUs on the grant date.
RSUs vested one year after the grant date, regardless of specific performance criteria (cliff and simultaneous vesting), and entitled the holder to receive a cash payment without further exercise. In its discretion, the company could transfer shares in the company instead of making a cash payment. The amount of the payment was based on the average closing price of the share in the Company in XETRA trading on the Frankfurt Stock Exchange during the ten trading days following the publication of the next financial report following vesting. For the 50,000 RSUs mentioned in the example above, a payout amount per RSU is therefore calculated approximately one year after grant based on an updated average price of the company's share. If the updated average price in the example were, for example, EUR 15, the payout amount would generally amount to EUR 750,000 (gross).
The RSUs were generally paid out without further exercise during the Company's payout window following vesting.
c. Details on Long-Term Variable Compensation (Virtual Options)
Long-term variable compensation under the Company's existing Virtual Stock Option Program (Virtual Stock Option Program 2019, "VSOP 2019") generally accounted for 75% of the total target variable compensation for members of the Management Board. The structure of the long-term variable compensation issued in the form of Virtual Options during the reporting period is summarized in the illustration below. Since a Supervisory Board resolution dated April 15, 2021, ESG targets have been used as additional performance criteria for the granting of long-term variable compensation.
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Long-term variable compensation (Virtual Options)
* The performance targets shown were applied to all tranches of Virtual Options granted since April 15, 2021.
The number of Virtual Options to be granted was generally determined by dividing the portion of the total grant amount attributable to the Virtual Options by the value of a Virtual Option on the grant date. The value of a Virtual Option on the grant date was determined using generally accepted, market-standard option valuation methods (such as Black-Scholes and based on certain parameters derived from the market price and certain assumptions that were uniformly applied to Virtual Options granted to HelloFresh employees). In the past, the value of a Virtual Option has generally been significantly below the average price of the share in the company at the time of grant. In contrast to RSUs, the option terms for Virtual Options provide for an exercise price. The exercise price is based on the average XETRA closing price of the last ten trading days prior to the grant date or the XETRA closing price on the grant date.
The Virtual Options vest quarterly at a rate of 1/12 over a three-year period starting from the grant date, provided that at least one year has elapsed from the grant date (cliff). The three-year vesting period is part of a total four-year waiting period (from the grant date), followed by a six-year exercise period.
The exercise of Virtual Options is tied to financial performance criteria and, following a Supervisory Board resolution dated April 15, 2021, additionally to non-financial performance criteria (ESG targets). There were no performance targets for the payment of claims arising from RSUs during the reporting period.
The following key figures are used as financial performance targets: (i) revenue and (ii) adjusted earnings before interest, taxes, depreciation of
property, plant, and equipment, amortization of intangible assets, and impairment losses on property, plant, and equipment and intangible assets (“AEBITDA”) of the HelloFresh Group. The definitions of revenue and AEBITDA correspond to those published by the Company in its annual report for the year 2025.
In addition to the financial performance criteria, since its resolution of April 15, 2021, the Supervisory Board has made the exercise of Virtual Options contingent upon the achievement of the following ESG targets as non-financial performance criteria, which are consistent with those of the RSUP 2025 (see above dd)(2)e). The Compensation System 2025 provides the Supervisory Board with the option to replace the non-financial performance criteria with other suitable non-financial performance criteria prior to the start of the respective performance period.
Virtual Options may only be exercised if the performance targets set by the Supervisory Board for the performance criteria of revenue, AEBITDA, and the ESG targets have been achieved, at least in part. The performance criteria of revenue and AEBITDA each have a weighting of 40%. The non-financial ESG targets—food waste per euro of revenue and CO emissions per euro of revenue—each have a weighting of 10%. The Supervisory Board typically set the performance targets in the fourth quarter of the year prior to the grant of the Virtual Options, with these targets relating to the year following the grant.
To date, the Supervisory Board has been able, at its discretion, to adjust the financial and non-financial performance targets downward or make them less stringent once they have been set, if the market environment or the company’s business activities deviated significantly from expectations at the time the performance targets were originally set by (see below for further details).
After the end of the assessment period (performance period) and thus approximately three years after allocation, the Supervisory Board determines whether and to what extent the performance targets have been achieved. Achieving the minimum value of the respective performance target corresponds to 50% target achievement, and achieving the maximum value corresponds to 100% target achievement of the respective performance target. If a value between the minimum and maximum values is achieved, it is linearly converted to a target achievement between 50% and 100%. If the minimum value for one of
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the performance targets is not met, the target achievement for that performance target is zero. A target achievement of over $100\%$ is not possible. This does not result in a numerical cap.
The overall target achievement corresponds to the sum of the target achievement rates of the individual performance targets, i.e., the percentage target achievement values for each of the performance targets are added to the overall target achievement based on their weighting. Based on the overall target achievement rate of the performance targets, the Supervisory Board determines the number of Virtual Options to which the respective members of the Management Board are entitled. To this end, the number of Virtual Options originally granted is multiplied by the overall target achievement rate.
In financial year 2025, new Virtual Options were granted on February 9, 2025, in a single tranche. The performance targets for the currently active members of the Management Board regarding the Virtual Options granted in financial year 2025 are set forth in the table below and relate to revenue, AEBITDA, and ESG targets for financial year 2027. This already takes into account the resolutions of the Supervisory Board from the first and fourth quarters of the 2025 financial year, pursuant to which the financial and non-financial performance targets for the Virtual Options granted in the 2025 financial year were adjusted:
Performance Targets for Virtual Options Granted in Financial Year 2025:
| Performance Target | Weighting (%) | 100% target achievement (regarding performance in financial year 2027) |
|---|---|---|
| HelloFresh Group revenue (in millions of EUR) | 40 | 7,200 |
| HelloFresh Group EBITDA (in millions of EUR) | 40 | 535 |
| Food waste per euro of revenue for the HelloFresh Group (in g) | 10 (The two segments are weighted based on their respective revenue) | Meal kit division 0.34 g All other segments (Other) 1.05 g |
| co,emissions per euro of revenue for the HelloFresh Group (in g) | 10 (The two segments are weighted based on their | Meal Kit Division 2.30 g |
| respective revenue) | All other segments (Other) 11.80 g | |
|---|---|---|
The performance targets for 2025 and 2026, which were adjusted in March 2025, were set in March 2024. At that time (i.e., in March 2024), the Company was still heavily focused on acquiring new customers—even if this resulted in lower returns on marketing expenses. Since mid-2024, however, the Company has been pursuing a new strategy: The focus is now on sustainable, long-term, and profitable growth, as measured by adjusted EBIT, adjusted EBITDA, and free cash flow. This results in a significantly more disciplined approach to marketing investments, which limits new customer acquisition. This strategic realignment has had and will continue to have an impact on the company's financial results. At the same time, the economic environment has deteriorated: for instance, the international conflicts in Ukraine, the Gaza Strip, and Israel were still ongoing in March 2025. Furthermore, the then-new government of the United States of America made certain decisions and issued statements in the first weeks of its term that led to economic uncertainty. All these circumstances—along with various others—have led to significantly more cautious consumer behavior and to a deterioration in the overall economic outlook. In addition to the strategic shift, this has led to a worsening of negative customer growth, making the originally set targets virtually unattainable. The ESG targets regarding CO emissions and food waste were also affected. Production capacity utilization has fallen and continues to fall due to the lower number of customers, and following already significant cost-cutting measures in the past, it has become—and continues to become—increasingly difficult to achieve further improvements. Furthermore, an expanded product range makes planning more difficult, which increases food waste. Furthermore, exchange rates relevant to the company had developed negatively in the course of 2025, which was a key reason for the partial reduction of the performance targets in November 2025. Shortly before the adjustment of the performance targets in March 2025, the HelloFresh Group had published its outlook for the 2025 financial year, which projected adjusted EBITDA for the 2025 financial year between EUR 450 million and EUR 500 million and adjusted EBIT (excluding impairments) for the 2025 financial year of between EUR 200 million and EUR 250 million. This outlook was based on a USD/EUR exchange rate of approximately 1.04, as well as the then-current
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exchange rates for the company's other relevant currencies. Since the publication of this outlook, however, the U.S. dollar has depreciated significantly against the euro, falling from 1.04 to approximately 1.15 in June 2025 (and approximately 1.16 in October 2025). In addition, certain other currencies relevant to the HelloFresh Group's business have also depreciated against the euro during the same period, including the Canadian and Australian dollars. On August 13, 2025, the Company therefore adjusted its outlook, resulting in an updated outlook for the HelloFresh Group's adjusted EBITDA for the financial year 2025 of between EUR 415 million and EUR 465 million and for the HelloFresh Group's adjusted EBIT (excluding impairment charges) for the HelloFresh Group in financial year 2025 of between EUR 175 million and EUR 225 million. In addition, on August 13, 2025, the HelloFresh Group narrowed its revenue outlook within the previously issued forecast range: The HelloFresh Group had originally projected a currency-adjusted revenue decline of $-3\%$ to $-8\%$ and narrowed this revenue decline on August 13, 2025, to $-6\%$ to $-8\%$ . The main reason for this was the lower-than-originally-planned currency-adjusted revenue growth of the ready to eat meal product group. In March 2025, when adjusting (or setting) the performance targets for the years 2025, 2026, and 2027, the Supervisory Board of had not anticipated either the (worsening) negative currency developments or the weaker performance of the ready-made meals business. Due to these developments, it is highly probable that the planned performance targets for the years 2025, 2026, and 2027 will not be achieved, or at least not fully achieved, in terms of revenue and adjusted EBITDA. Without a further adjustment of the performance targets, many of the Virtual Options granted in the financial years 2023, 2024, and 2025 would expire without replacement. Furthermore, the Supervisory Board acknowledged that, due to various (external) factors and the resulting low share price in recent years, the Management Board has already received significantly lower total compensation than originally anticipated. After careful consideration, the Supervisory Board concluded that, due to the loss of incentive effect caused by excessively high performance targets and compensation that is no longer appropriate in the event of at least a partial forfeiture of granted Virtual Options without compensation, a retroactive adjustment of the performance targets would be appropriate in this exceptional case.
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Approximately three years after the grant date, the Supervisory Board determines the overall degree of achievement of the performance targets and the resulting number of Virtual Options to which the respective members of the Management Board are entitled. To this end, the number of Virtual Options originally granted is multiplied by the overall degree of achievement, which amounts to a maximum of $100\%$ . Consequently, the final number of Virtual Options is capped at $100\%$ of the Virtual Options originally granted (upper limit). The value of a Virtual Option is not limited by this.
The following table presents the financial and non-financial performance targets applicable to all currently active members of the Management Board for the Virtual Options allocated in financial year 2023, for which the Supervisory Board most recently determined the degree of target achievement for financial year 2025 as follows:
| Performance Target | Weighting (%) | 100% Target Achievement (regarding performance in financial year 2025) | Target Achievement in % |
|---|---|---|---|
| Revenue of the HelloFresh Group (in million EUR) | 40 | 6,800 | 95.10% |
| HelloFresh Group EBITDA (in million EUR) | 40 | 420 | 100.00% |
| Food waste per euro of revenue for the HelloFresh Group (in g) | 10 (The two segments are weighted based on their respective revenue) | Meal Kit Division 0.36 g All other segments (Other) 1.1 g | 100.00% |
| CO2emissions per euro of revenue for the HelloFresh Group (in g) | 10 (The two segments are weighted based on their respective revenue) | Meal Kit Division 2.36 g All other segments (Other) 12 g | 0% |
After the expiration of the aforementioned four-year waiting period from the grant date, Virtual Options may be exercised within six years. Upon exercise, the holder is entitled to a payment in the amount by which the
average XETRA closing price of the share in the Company on the ten trading days of the exercise period during which Virtual Options are exercised exceeds the exercise price. The payment claim is satisfied, at the Company’s discretion, either by cash payment or, in whole or in part, by delivery of new or treasury shares in the Company. For illustrative purposes, consider the following calculation example: with an allocation amount of EUR 1,500,000 attributable to Virtual Options and a hypothetically determined value of a Virtual Option of EUR 7.50, the according members of the Management Board would be granted 200,000 Virtual Options. With a hypothetical exercise price of EUR 10 (determined based on a hypothetical closing price on the grant date), the payout amount would be calculated based on the average closing price during the aforementioned days of the relevant exercise window—e.g., EUR 20 – and the relevant exercise price, which in this example would result in a total of EUR 2,000,000 (gross) (200,000 * (20 – 10)).
ff) Individual Compensation in Financial Year 2025
(1) Compensation Granted and Owed
The following table provides an overview of the compensation granted and owed to the members of the Management Board in the financial year 2025 within the meaning of section 162(1) of the German Stock Corporation Act (AktG). This also includes Christian Gartner, who stepped down from the Management Board on November 1, 2025. No compensation was granted or owed to other former members of the Management Board during the reporting period. Compensation is considered granted if it has actually been received by the respective members of the Management Board (payment-based approach), while compensation is considered owed if it is due but has not yet been paid. As previously stated, the compensation of Dominik Richter, Thomas Griesel, Christian Gartner, and Edward Boyes in the 2025 financial year was based on the previous compensation practice. According to Fabien Simon’s Management Board service agreement, his compensation was already based on the Compensation System 2025. Since the 2026 financial year, the compensation of all members of the Management Board has been based on the new Compensation System 2025, with the exception of Thomas Griesel, who will leave the Company on April 30, 2026.
Overview of Management Board compensation granted and payable (compensation received) in the 2025 financial year:
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| (in EUR, unless otherwise stated) | Dominik Richter (Group CEO) | Thomas Griesel (CEO International) | Christian Gärtnner (CFO until November 1, 2025) | Edward Boyes (Chief Commercial Officer)* | Fabien Simon (CFO since September 15, 2025) |
|---|---|---|---|---|---|
| Fixed compensation | 150,000.00 | 500,000.00 | 418,055.56 | 508,716.00 | 218,750.00 |
| Base salary | 150,000.00 | 500,000.00 | 418,055.56 | 508,716.00 | 218,750.00 |
| Fringe benefits and insurance** | 0 | 0 | 0 | 0 | 0 |
| Variable compensation | 1,250,080.65 | 515,494.98 | 515,494.98 | 524,659.59 | - |
| Short-term variable compensation*** | 1,250,080.65 | 515,494.98 | 515,494.98 | 524,659.59 | - |
| Long-term variable compensation | - | - | - | - | - |
| Total compensation | 1,400,080.65 | 1,015,494.98 | 933,550.54 | 1,033,375.59 | 218,750.00 |
| Relative proportion of fixed / variable compensation to total compensation | 10.71% / 89.29% | 49.24% / 50.76% | 44.78% / 55.22% | 49.23% / 50.77% | - |
- The compensation is agreed in pounds sterling (GBP). The compensation reported here in EUR therefore includes currency translation effects.
** Not included are benefits amounting to half of the monthly reimbursable contributions to German health and long-term care insurance up to the applicable maximum rate under statutory health and long-term care insurance, as well as reimbursement of expenses, and the mandatory 5% pension contribution by Edward Boyes, none of which constitute compensation.
*** Refers to the payment of claims from RSUs granted in financial year 2024: Dominik Richter: 152,635 RSUs, Thomas Griesel: 62,942 RSUs, Christian Gärtnner: 62,942 RSUs, Edward Boyes: 64,061 RSUs. For details on RSUs newly granted during the 2025 reporting year and the cash bonus granted to Fabien Simon, see the following table.
No use was made of the clawback option in financial year 2025.
In addition, the table below provides an overview of the total target compensation for the members of the Management Board for the 2025 financial year and its components. The total target compensation consists of the sum of all fixed and variable compensation components for a given year in the event of 100% target achievement. Depending on target achievement and the performance of the share in the company, the amounts actually paid out may differ from the target amounts shown. Unlike the granted and payable compensation, the variable compensation shown in the following table consists of target amounts for cash bonuses newly
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granted during the reporting period, PB RSUs, and, to the extent still applicable, RSUs under the RSUP 2019 and Virtual Options under the VSOP 2019, which, however, did not result in any payments received by the members of the Management Board nor became due in financial year 2025. With regard to the RSUs and cash bonus granted in financial year 2025, a payment is expected to be made in 2026, which will be reported as granted and payable compensation in the Compensation Report for financial year 2026. The PB RSUs and Virtual Options granted in financial year 2025 will become exercisable (or, in the case of PB RSUs, automatically exercised) in 2029 at the earliest, following the expiration of the four-year vesting period, subject to the achievement of the respective performance targets:
Total target compensation for members of the Management Board for the 2025 financial year:
| (in EUR, unless otherwise stated) | Dominik Richter (Group CEO) | Thomas Griesel (CEO International) | Christian Gartner (CFO until November 1, 2025)* | Edward Boyes (Chief Commercial Officer)** | Fabien Simon (CFO since September 15, 2025 |
|---|---|---|---|---|---|
| Total target compensation (upon 100% achievement of targets) | 5,000,000.00 | 2,500,000.00 | 1,018,044.96 | 2,560,671.12 | 781,333.33 |
| Fixed compensation | 150,000.00 | 500,000.00 | 418,055.56 | 500,324.36 | 241,750.00 |
| Base salary | 150,000.00 | 500,000.00 | 418,055.56 | 500,324.36 | 218,750.00 |
| Fringe benefits and insurance*** | 0 | 0 | 0 | 0 | 23,000.00 |
| Variable compensation | 4,850,000.00 | 2,000,000.00 | 599,989.40 | 2,060,346.76 | 539,583.33 |
| Short-term variable compensation (RSUs, or cash bonus for Fabien Simon) | 1,940,000.00 | 800,000.00 | 599,989.40 | 824,138.70 | 134,895.83 |
| Long-term variable compensation (Virtual Options, or PB RSUs for Fabien Simon) | 2,910,000.00 | 1,200,000.00 | 0 | 1,236,208.06 | 404,687.50 |
| Relative proportion of fixed / variable compensation to total compensation | 3.00% / 97.00% | 20.00% / 80.00% | 41.06% / 58.93% | 19.54% / 80.46% | 30.94% / 69.06% |
Due to Christian Gartner's departure from the company on November 1, 2025, a pro-rata reduction of the total target compensation was made. The Virtual Options granted in 2025 have expired because the one-year cliff period was not exceeded. With regard to the granted RSUs, it was agreed with Christian Gartner that these would vest on a pro-rata basis of 1/12 per month until his departure.
** The compensation is agreed in pounds sterling (GBP). The compensation reported here in EUR therefore includes currency translation effects.
*** Not included are benefits amounting to half of the monthly reimbursable contributions to German health and long-term care insurance up to the applicable maximum rate under statutory health and long-term care insurance, as well as reimbursement of expenses, and the mandatory pension contribution of $5\%$ , none of which constitute compensation.
For Fabien Simon, costs for family international health insurance of up to EUR 15,000.00 per year and for tax advisor fees in connection with income tax assessment of up to EUR 8,000.00 per year are reimbursed.
The total target compensation, the fixed compensation paid, and the newly allocated variable compensation for Dominik Richter, Thomas Griesel, Christian Gartner, and Edward Boyes in the fiscal year 2025 were in accordance with the agreements set forth in the Management Board service agreements valid during that period, which, pursuant to the transitional provision of Section 26j(1) of the German Corporate Governance Act (EGAktG), remained unaffected by the Compensation System 2025. At the same time, they also correspond in many respects to the requirements of the Compensation System 2025, but deviate from it in particular in the following respects:
-
Exceeding the maximum compensation provided for in the Compensation System 2025 (EUR 14,000,000 for a financial year for the Chairman of the Management Board and EUR 11,000,000 for each of the other members of the Management Board) is irrelevant, as such a limit is not provided for in the Management Board service agreements partially in effect in 2025 and is therefore not included in the respective grant agreements. However, exceeding these amounts under the old compensation practice would only be possible in the event of a very positive long-term trend in the share price of the Company due to the price-dependent variable compensation.
-
The Virtual Options and RSUs granted in financial year 2025 do not yet comply with the changes introduced by the revised Compensation System 2025 (the RSUs are not subject to performance targets; with regard to the Virtual Options, the Supervisory Board has discretion to reduce the performance targets; and there are no separate maximum compensation limits for the Virtual Options and RSUs).
For Dominik Richter, Thomas Griesel, Christian Gartner, and Edward Boyes, these deviations also affect the total compensation granted and owed in the 2025 financial year. Fabien Simon’s Management Board service agreement has fully implemented the Compensation System 2025 since his appointment to the Management Board in September 2025. The Management Board service agreements of Dominik Richter and Edward Boyes were renewed effective January 1, 2026. These new Management Board service agreements also fully implement the provisions of the Compensation System 2025. With Thomas Griesel’s departure from the company on April 30, 2026, all Management Board service agreements are therefore subject to the Compensation System 2025, as mentioned above.
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In financial year 2025, the members of the Management Board received no payment of long-term variable compensation.
The performance period for the Virtual Options granted in the 2023 financial year under the 2019 VSOP ended at the close of the 2025 financial year. Since these Virtual Options can be exercised at the earliest after the expiration of the four-year vesting period and thus at the earliest in financial year 2027, they are not included in the granted and payable compensation for financial year 2025 as presented in section a)ff)(1).
(2) Overview of Outstanding Equity-Based Compensation
The following tables provide an overview of the outstanding equity-based (variable) compensation for each member of the Management Board, including changes in the 2025 financial year and their key terms:
| Dominik Richter (Group CEO) |
|---|
| Key Program Terms |
| Performance Period |
| Grant Date |
| Expiration date |
| Exercise period |
| Exercise price (EUR) |
| Information on the 2025 financial year |
| Vested** |
| Changes in financial year 2025 |
| Allocations (value in EUR)* |
| Non-forfeitable (number) |
| Vested (value in EUR) |
| Exercised / expired (number) |
| Closing balance as of 12/31/2025 (number) |
| Non-vested (number) |
- The value was determined based on the fair value at the time the Virtual Options were granted or based on the grant price (average of the Xetra closing prices of HelloFresh shares over the last 10 trading days prior to the grant of the RSUs) of the RSUs and may therefore differ from the compensation granted or owed.
** "Vested" in this overview is to be understood as "mathematically earned."
| Dominik Richter (Group CEO) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Key Program Terms | Program | VSOP 2016 | RSUP 2019 | |||||
| Performance Period | n/a | 2017 – 2017 | 2017 – 2020 | n/a | n/a | |||
| Grant Date | 28.2.2017 | 28.2.2017 | 28.2.2017 | 24.01.2025 | 09.02.2024 | |||
| Expiration date | 28.2.2021 | 28.2.2021 | 28.2.2021 | 24.01.2026 | 09.02.2025 | |||
| Exercise Period | 28.2.2021 – 28.2.2027 | 28.2.2021 – 28.2.2027 | 28.2.2021 – 28.2.2027 | - | - | |||
| Exercise price (EUR) | 8.00 | 8.00 | 8.00 | - | - | |||
| Information on the 2025 financial year | Opening balance as of January 1, 2025 (number) | Not vested | - | - | - | - | 152,635 | |
| Vested*** | 156,250 | 234,373 | 781,250 | - | - | |||
| Changes in financial year 2025 | Grants (number) | - | - | - | 157,595 | - | ||
| Allocations (value in EUR)* | 1,939,994.45 | - | ||||||
| Vested (number) | - | - | - | - | 152,635 | |||
| Vested (value in EUR) | - | 1,939,990.85 | ||||||
| Exercised / expired (number) | - | - | - | - | 152,635 | |||
| Closing balance as of 12/31/2025 (number) | Still subject to performance targets (number) | - | - | - | - | - | ||
| Non-vested (number) | - | - | - | 157,595 | - | |||
| Vested (number) | 156,250 | 234,373 | 781,250 | - | - |
- The value was determined based on the fair value at the time the Virtual Options were granted or based on the grant price (average of the Xetra closing prices of HelloFresh shares over the last 10 trading days prior to the grant of the RSUs) of the RSUs and may therefore differ from the compensation granted or owed as presented in section a)ff)(1).
** The Virtual Options under the VSOP 2016 were not granted based on a specific fair value determined as of the respective grant date, but rather based on a contractually agreed-upon number.
*** In this overview, "vested" is to be understood in the sense of "mathematically earned."
| Thomas Griesel (CEO International) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Key Program Terms | Program | VSOP 2019 | VSOP 2018 | ||||||
| Performance Period | 2025–2027 | 2024–2026 | 2023–2025 | 2022–2024 | 2021-2023 | 2021-2023 | 2020-2022 | 2019–2021 | |
| Grant Date | 24.01.2025 | 09.02.2024 | 01.02.2023 | 26.01.2022 | 20.9.2021 | 28.1.2021 | 27.1.2020 | 31.1.2019 | |
| Expiration date | 24.01.2028 | 09.02.2027 | 01.02.2026 | 26.01.2025 | 20.9.2024 | 28.1.2024 | 27.1.2023 | 31.1.2023 | |
| Exercise period | 24.01.2029 -24.01.2035 | 09.02.2028-09.02. | 01.02.2027-01.02.2033 | 26.1.2026-26.1.2032 | 20.9.2025-20.9.2031 | 28.1.2025-28.1.2031 | 27.1.2024-27.1.2030 | 31.1.2023-31.1.2029 |
| 2034 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Exercise price (EUR) | 11.40 | 12.81 | 21.27 | 66.30 | 86.50 | 71.00 | 22.15 | 8.12 | ||
| Information on the 2025 financial year | Opening balance as of January 1, 2025 (number) | Not vested | - | 204,429 | 64,768 | 5,667 | - | - | - | - |
| Vested** | - | - | 90,672 | 62,329 | 13,727 | 33,473 | 132,042 | 376,506 | ||
| Changes in the 2025 financial year | Grants (number) | 218,978 | - | - | - | - | - | - | - | |
| Allocations (value in EUR)* | 1,199,999.44 | - | - | - | - | - | - | - | ||
| Vested (Number) | - | 119,250 | 51,814 | 5,667 | - | - | - | - | ||
| Vested (value in EUR) | - | 699,997.50 | 500,005.10 | 86,591.76 | - | - | - | - | ||
| Exercised / expired (number) | - | - | - | 2,918 | - | - | - | - | ||
| Closing balance as of 12/31/2025 (number) | Still subject to performance targets (number) | 218,978 | 204,429 | 155,440 | - | - | - | - | - | |
| Non-vested (number) | 218,978 | 85,179 | 12,954 | - | - | - | ||||
| Vested (Number) | - | 119,250 | 142,486 | 65,078 | 13,727 | 33,473 | 132,042 | 376,506 |
- The value was determined based on the fair value at the time the Virtual Options were granted or based on the grant price (average of the Xetra closing prices of HelloFresh shares over the last 10 trading days prior to the grant of the RSUs) of the RSUs and may therefore differ from the compensation granted or owed as presented in section a)ff)(1).
** In this overview, "vested" is to be understood in the sense of "mathematically earned."
| Thomas Griesel (CEO International) | |||||||
|---|---|---|---|---|---|---|---|
| Key Program Terms | Program | VSOP 2016 | RSUP 2019 | ||||
| Performance Period | 2018–2020 | 2017 – 2018 | 2017 – 2018 | n/a | n/a | ||
| Grant Date | 13.4.2018 | 11.7.2017 | 28.2.2017 | 24.01.2025 | 09.02.2024 | ||
| Vesting Date | 13.4.2022 | 11.7.2021 | 28.2.2021 | 24.01.2026 | 09.02.2025 | ||
| Exercise Period | 13.4.2022 – 13.4.2028 | 11.7.2021 – 11.7.2027 | 28.2.2021 – 28.2.2027 | - | - | ||
| Exercise price (EUR) | 10.00 | 10.00 | 10.00 | - | - | ||
| Information on the 2025 financial year | Opening balance as of January 1, 2025 (number) | Not vested | - | - | - | - | 62,942 |
| Vested*** | 160,000 | 120,000 | 120,000 | - | - | ||
| Changes in financial year 2025 | Grants (number) | - | - | - | 64,987 | - | |
| Allocations (value in EUR)* | - | - | - | 799,989.97 | - | ||
| Vested (number) | - | - | - | - | 62,942 | ||
| Vested (value in EUR) | - | - | - | - | 799,992.82 | ||
| Exercised / expired (number) | - | - | - | - | 62,942 |
| Closing balance as of 12/31/2025 (number) | Still subject to performance targets (number) | - | - | - | - | - | |
|---|---|---|---|---|---|---|---|
| Non-vested (number) | - | - | - | 64,987 | - | ||
| Vested (number) | 160,000 | 120,000 | 120,000 | - | - |
- The value was determined based on the fair value at the time the Virtual Options were granted or based on the grant price (average of the Xetra closing prices of HelloFresh shares over the last 10 trading days prior to the grant of the RSUs) of the RSUs and may therefore differ from the compensation granted or owed as presented in section a)ff)(1).
** The Virtual Options under the VSOP 2016 were not granted based on a specific fair value determined as of the respective grant date, but rather based on a contractually agreed-upon number.
*** "Vested" in this overview is to be understood in the sense of "mathematically earned."
| Christian Gärtnner (CFO) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Key Program Terms | Program | VSOP 2019 | VSOP 2018 | |||||||
| Performance Period | 2025-2027 | 2024-2026 | 2023-2025 | 2022-2024 | 2021-2023 | 2021-2023 | 2020-2022 | 2019-2021 | ||
| Allocation Date | 24.01.2025 | 09.02.2024 | 01.02.2023 | 26.01.2022 | 20.9.2021 | 28.1.2021 | 27.1.2020 | 31.1.2019 | ||
| Vesting date | 24.01.2028 | 09.02.2027 | 01.02.2026 | 26.01.2025 | 20.9.2024 | 28.1.2024 | 27.1.2023 | 31.1.2023 | ||
| Exercise period | 24.01.2029-24.01.2035 | 09.02.2028-09.02.2034 | 01.02.2027-01.02.2033 | 26.1.2026-26.1.2032 | 20.9.2025-20.9.2031 | 28.1.2025-28.1.2031 | 27.1.2024-27.1.2030 | 31.1.2023-31.1.2029 | ||
| Exercise price (EUR) | 11.40 | 12.81 | 21.27 | 66.30 | 86.50 | 71.00 | 22.15 | 8.12 | ||
| Information on the 2025 financial year | Opening balance as of January 1, 2025 (number) | Not vested | - | 204,429 | 64,772 | 5,667 | - | - | - | - |
| Vested*** | - | - | 90,672 | 62,329 | 12,432 | 33,473 | 132,042 | 376,506 | ||
| Changes in financial year 2025 | Allocations (number) | 218,978 | - | - | - | - | - | - | - | |
| Allocations (value in EUR)* | 1,199,999.44 | - | - | - | - | - | - | - | ||
| Vested (Number) | - | 102,214 | 51,814 | 5,667 | - | - | - | - | ||
| Vested (value in EUR) | - | 599,996.18 | 500,005.10 | 86,591.76 | - | - | - | - | ||
| Exercised / expired (number) | 218,978** | 102,215** | 12,954*** | 2,918 | - | - | - | - | ||
| Closing balance as of 12/31/2025 (number) | Still subject to performance targets (number) | - | 102,214 | 142,486 | - | - | - | - | - | |
| Non-vested (number) | - | - | - | - | - | - | - | - | ||
| Vested (Number) | - | 102,214 | 142,486 | 65,078 | 12,432 | 33,473 | 132,042 | 376,506 |
- The value was determined based on the fair value at the time the Virtual Options were granted or based on the grant price (average of the Xetra closing prices of HelloFresh shares over the last 10 trading days prior to the grant of the RSUs) of the RSUs and may therefore differ from the compensation granted or owed as presented in section a)ff)(1).
** "Vested" in this overview is to be understood in the sense of "mathematically earned" (vested).
*** Expired due to Christian Gärtnner's departure from the company on November 1, 2025.
Christian Gärtnner (CFO)
| Key Program Terms | Program | VSOP 2016 | RSUP 2019 | ||||
|---|---|---|---|---|---|---|---|
| Performance Period | 2018–2020 | 2017–2018 | 2017–2018 | n/a | n/a | ||
| Grant Date | 13.4.2018 | 11.7.2017 | 28.2.2017 | 24.01.2025 | 09.02.2024 | ||
| Vesting Date | 13.4.2022 | 11.7.2021 | 28.2.2021 | 24.01.2026 | 09.02.2025 | ||
| Exercise Period | 13.4.2022-13.4.2028 | 11.7.2021-11.7.2027 | 28.2.2021-28.2.2027 | – | – | ||
| Exercise price (EUR) | 10.00 | 10.00 | 10.00 | – | – | ||
| Information on the 2025 financial year | Opening balance as of January 1, 2025 (number) | Not vested | – | – | – | – | 62,942 |
| Vested*** | 80,000 | 60,000 | 45,000 | – | – | ||
| Changes in financial year 2025 | Grants (number) | – | – | – | 64,987 | – | |
| Allocations (value in EUR)* | – | – | – | 799,989.97 | – | ||
| Vested (number) | – | – | – | 48,740 | 62,942 | ||
| Vested (value in EUR) | – | – | – | 599,989.40 | 799,992.82 | ||
| Exercised / expired (number) | – | – | – | 16,247*** | 62,942 | ||
| Closing balance as of 12/31/2025 (number) | Still subject to performance targets (number) | – | – | – | – | – | |
| Non-vested (number) | – | – | – | – | – | ||
| Vested (number) | 80,000 | 60,000 | 45,000 | 48,740*** | – |
- The value was determined based on the fair value at the time the Virtual Options were granted or based on the grant price (average of the Xetra closing prices of HelloFresh shares over the last 10 trading days prior to the grant of the RSUs) of the RSUs and may therefore differ from the compensation granted or owed as presented in section a)ff)(1).
** The Virtual Options under the VSOP 2016 were not granted based on a specific fair value determined as of the respective grant date, but rather based on a contractually agreed-upon number.
*** "Vested" in this overview is to be understood in the sense of "mathematically earned."
*** Expired due to Christian Gartner's departure from the Company on November 1, 2025.
*** Vested pursuant to an agreement with Christian Gartner to vest the RSUs granted in 2025 at a rate of 1/12 per month until his departure.
| Edward Boyes (Chief Commercial Officer) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Key Program Terms | Program | VSOP 2019 | VSOP 2018 | |||||||
| Performance Period | 2025–2027 | 2024–2026 | 2023–2025 | 2022–2024 | 2021–2023 | 2021–2023 | 2020–2022 | 2019–2021 | ||
| Allocation Date | 24.01.2025 | 09.02.2024 | 01.02.2023 | 26.01.2022 | 20.9.2021 | 28.1.2021 | 27.1.2020 | 31.1.2019 | ||
| Expiration date | 24.01.2028 | 09.02.2027 | 01.02.2026 | 26.01.2025 | 20.9.2024 | 28.1.2024 | 27.1.2023 | 31.1.2023 | ||
| Exercise Period | 24.01.2029-24.01.2035 | 09.02.2028-09.02.2034 | 01.02.2027-01.02.2033 | 26.1.2026-26.1.2032 | 20.9.2025-20.9.2031 | 28.1.2025-28.1.2031 | 27.1.2024-27.1.2030 | 31.1.2023-31.1.2029 | ||
| Exercise price (EUR) | 11.40 | 12.81 | 21.27 | 66.30 | 86.50 | 71.00 | 22.15 | 8.63 | ||
| Information on the 2025 financial year | Opening balance as of January 1, 2025 (number) | Not vested | – | 208,064 | 63,703 | 5,905 | – | – | – | – |
| Vested*** | – | – | 89,182 | 64,944 | 19,509 | 21,962 | 102,697 | 48,920 | ||
| Changes in | Allocations (number) | 225,585 | – | – | – | – | – | – | – |
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| financial year 2025 | Allocations (value in EUR)* | 1,236,205.80 | - | - | - | - | - | - | - | - | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Vested (Number) | - | 121,370 | 50,962 | 5,905 | - | - | - | - | - | ||
| Vested (Value in EUR) | - | 712,441.90 | 491,783.30 | 90,228.40 | - | - | - | - | - | ||
| Exercised / expired (number) | - | - | - | 3,040 | - | - | - | - | - | ||
| Closing balance as of December 31, 2025 (number) | Still subject to performance targets (number) | 225,585 | 208,064 | 152,885 | - | - | - | - | - | - | |
| Non-vested (number) | 225,585 | 86,694 | 12,741 | - | - | - | - | - | - | ||
| Vested (Number) | - | 121,370 | 140,144 | 67,809 | 19,509 | 21,962 | 102,697 | 48,920 | 58,572 |
- The value was determined based on the fair value at the time the Virtual Options were granted or based on the grant price (average of the Xetra closing prices of HelloFresh shares over the last 10 trading days prior to the grant of the RSUs) of the RSUs and may therefore differ from the compensation granted or owed as presented in section a)ff)(1).
** "Vested" in this overview is to be understood in the sense of "mathematically earned."
| Edward Boyes (Chief Commercial Officer) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Key Program Terms | Program | VSOP 2016 | RSUP 2019 | |||||
| Performance Period | 2018-2020 | 2017-2018 | 2017-2018 | 2017-2018 | n/a | n/a | ||
| Grant Date | 30.3.2018 | 18.12.2017 | 28.2.2017 | 15.2.2016 | 24.01.2025 | 09.02.2024 | ||
| Vesting Date | 30.3.2022 | 18.12.2021 | 28.2.2021 | 15.2.2020 | 24.01.2026 | 09.02.2025 | ||
| Exercise Period | 30.3.2022-30.3.2028 | 18.12.2021-18.12.2027 | 28.2.2021-28.2.2027 | 15.2.2020-15.2.2026 | - | - | ||
| Exercise price (EUR) | 13.28 | 11.46 | 10.25 | 10.25 | - | - | ||
| Information on the 2025 financial year | Opening balance as of January 1, 2025 (number) | Not vested | - | - | - | - | - | 64,061 |
| Vested*** | 75,000 | 5,216 | 18,746 | 14,998 | - | - | ||
| Changes in financial year 2025 | Grants (number) | - | - | - | - | 66,948 | - | |
| Allocations (value in EUR)* | - | - | - | - | 824,129.88 | - | ||
| Vested (number) | - | - | - | - | - | 64,061 | ||
| Vested (value in EUR) | - | - | - | - | - | 814,215.31 | ||
| Exercised / expired (number) | - | - | - | - | - | 64,061 | ||
| Closing balance as of 12/31/2025 (number) | Still subject to performance targets (number) | - | - | - | - | - | - | |
| Non-vested (number) | - | - | - | - | 66,948 | - | ||
| Vested (number) | 75,000 | 5,216 | 18,746 | 14,998 | - | - |
- The value was determined based on the fair value at the time the Virtual Options were granted or based on the grant price (average of the Xetra closing prices of HelloFresh shares over the last 10 trading days prior to the grant of the RSUs) of the RSUs and may therefore differ from the compensation granted or owed as presented in section a)ff)(1).
** The Virtual Options under the VSOP 2016 were not granted based on a specific fair value determined as of the respective grant date, but rather based on a contractually agreed-upon number.
*** In this overview, "vested" is to be understood in the sense of "mathematically earned."
| Fabien Simon (Chief Financial Officer – since September 15, 2025) | |||
|---|---|---|---|
| Key Program terms | Program | RSUP 2025 | |
| Performance Period | 2025–2027 | ||
| Allocation Date | 29.9.2025 | ||
| Vesting Date | 29.9.2028 | ||
| Grant price (EUR) | 7.6076 | ||
| Information on the 2025 financial year | Opening balance as of January 1, 2025 (number) | Not vested | – |
| Vested** | – | ||
| Changes in financial year 2025 | Grants (number) | 53,195 | |
| Allocations (value in EUR)* | 404,678.50 | ||
| Vested (number) | – | ||
| Vested (value in EUR) | – | ||
| Exercised / expired (number) | – | ||
| Closing balance as of 12/31/2025 (number) | Still subject to performance targets (number) | 53,195 | |
| Not vested (number) | 53,195 | ||
| Vested (number) | – |
- The value was determined based on the grant price (average of the Xetra closing prices of HelloFresh shares over the last 10 trading days prior to the grant of the PB RSUs) of the PB RSUs.
** In this overview, "vested" is to be understood in the sense of "mathematically earned" (vested).
The following provides a summary of the other programs under which no further compensation instruments are being granted, but under which the members of the Management Board still hold instruments:
a. VSOP 2016
Under the plan established in 2016, eligible members of the Company's Management Board and members of the management of subsidiaries, among others, received Virtual Options. The amount of the payout depends on the performance of the company's share price. The Virtual Options were linked to market-independent performance criteria (performance targets), according to which the Company or its subsidiaries had to achieve certain targets regarding revenue and AEBITDA in the 2017 and/or 2018 financial years. These performance criteria were partially met. The Virtual Options granted in April 2018 under the VSOP 2016, on the other hand, were linked to the achievement
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of certain targets regarding the revenue and AEBITDA of the company or its subsidiaries in the 2020 financial year. These performance criteria were met in full. 's Virtual Options vest over a period of four years and are exercisable for up to six years following the expiration of the four-year vesting period. Upon exercise of the Virtual Options, the company is entitled, at its sole discretion, to fulfill its obligations (in whole or in part) by transferring shares in the Company, provided that the shareholders have validly resolved to acquire or sell treasury shares, or to authorize conditional capital or authorized capital for this purpose.
b. VSOP 2018
Under the plan established in 2018, eligible members of the Company's Management Board and members of the management of subsidiaries, among others, received Virtual Options. The amount of the payout depends on the performance of the Company's share price. The Virtual Options were linked to market-independent performance criteria (performance targets), according to which the Company or its subsidiaries had to achieve certain targets regarding revenue and AEBITDA in the 2021 financial year. These performance criteria were met in full. The Virtual Options vest over a period of four years and are exercisable for up to six years following the expiration of a four-year waiting period. Upon exercise of the Virtual Options, the company is entitled, at its sole discretion, to fulfill its obligations (in whole or in part) by transferring shares in the Company, provided that the shareholders have validly resolved to acquire or sell treasury shares, or to utilize conditional capital or authorized capital for this purpose.
(3) Other Information
During the term of the Management Board service agreements, most additional duties performed by members of the Management Board outside the Group require the prior written consent of the Supervisory Board. In addition, the Management Board service agreements contain non-competition clauses that prohibit members of the Management Board from working for Companies that compete with the company. However, each member of the Management Board may make investments in a competing company, provided that such an investment does not exceed 2% of the voting rights in that Company and that this holding does not entitle the member of the Management Board to exert influence over the company in question.
Page 39 of 47
For all members of the Management Board, the employment contract terminates automatically upon the expiration of the statutory notice period, particularly in the event of revocation of the appointment or resignation.
In the event of a change of control in which (i) a third party, either alone or by virtue of attribution under Section 30 of the German Securities Acquisition and Takeover Act (WpÜG), acquires at least 30% of the voting rights in the company (Section 29(2) WpÜG), (ii) a third party, either alone or in concert with others, acquires all or all material assets of the company, or (iii) the company is merged with a third party or with a third party, or is otherwise combined with a third party in a similar manner, whereby “third party” for the purposes of this provision does not include direct or indirect subsidiaries of the company, each member of the Management Board is entitled to a special right of termination if this change of control has significant adverse consequences for the member of the Management Board. In the event of the exercise of the special termination right and resignation from office, the Management Board member is generally entitled to his or her fixed compensation, variable compensation, and fringe benefits as a severance payment until the regular expiration of the employment contract. In this regard (as in other cases of early termination of the Management Board service agreement), in accordance with the DCGK, the amount of the severance payment is limited to the value of two years’ compensation based on the total target compensation, and compensation is not paid for more than the remaining term of the agreement. Furthermore, the entitlement lapses if the company terminates the Management Board service agreement for good cause without notice and removes the Management Board member prior to exercising the special right of termination.
Directors & Officers insurance (“D&O Insurance”) has been taken out for the members of the Management Board, providing for an appropriate sum insured and a deductible of 10% of the loss, up to a maximum of 150% of the fixed annual compensation. The D&O Insurance covers financial losses arising from a breach of duty on the part of the members of the Management Board during their term of office.
No compensation was promised to or granted to the members of the Management Board by a third party in connection with their duties on the Management Board during the financial year.
b) Compensation of the Supervisory Board
The compensation of the members of the Supervisory Board is governed by the resolution of the Company’s Annual General Meeting of May 26, 2021. For the entire reporting period, it consists of fixed payments, the amount of which is determined by the responsibilities and scope of each
Page 40 of 47
Supervisory Board member's duties, as well as the company's financial situation. There is no performance-based or equity-based compensation.
Each member of the Supervisory Board receives a fixed annual compensation of EUR 65,000.00, with the Chairman of the Supervisory Board receiving a fixed annual compensation of EUR 162,500.00 and his Deputy receiving a fixed annual compensation of EUR 97,500.00.
The respective members of the committees receive additional fixed annual compensation per committee membership/chairmanship according to the following schedule:
| (in EUR) | Compensation for the Chair | Compensation for a member |
|---|---|---|
| Audit Committee | 60,000 | 30,000 |
| Executive and Nomination Committee | 30,000 | 15,000 |
| Remuneration Committee | 30,000 | 15,000 |
| ESG Committee | 30,000 | 15,000 |
Members of the Supervisory Board who do not hold their position on the Supervisory Board or one of its committees, or a position as Chairman or Vice Chairman of the Supervisory Board, or their position as Chairman of a committee of the Supervisory Board for a full financial year, shall receive the respective compensation on a pro rata basis for each calendar month or portion thereof during which they serve. The compensation of the members of the Supervisory Board is payable pro rata temporis after the end of the respective quarter.
In addition to the compensation paid, the company reimburses Supervisory Board members for expenses incurred in the performance of their duties as Supervisory Board members, as well as any value-added tax payable on the compensation and expenses.
D&O insurance has been taken out for the members of the Supervisory Board, providing coverage in an appropriate amount without a deductible. The D&O insurance covers financial losses arising from a breach of duty on the part of the members of the Supervisory Board during their term of office.
In the 2025 financial year, the Supervisory Board consisted of five members until the company's Annual General Meeting on June 6, 2025. Upon the conclusion of the Annual General Meeting, Ursula Radeke-Pietsch, Derek Zissman, and Susanne Schröter-Crossan stepped down from the Supervisory Board upon the expiration of their terms of office. At the Annual General Meeting on June 6, 2025, the number of Supervisory Board members was then increased from five to six, and Arjan Dijk, Melissa Kirmayer Eamer, Florian Schuhbauer, and Oliver Tant were elected as members of the Supervisory Board. Due to the change in Supervisory Board members, the Supervisory Board amended the composition of its committees on June 6, 2025. The following table provides an overview of the members and their respective Supervisory Board roles:
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| Functions through June 5, 2025* | Functions as of June 6, 2025* | |
|---|---|---|
| John H. Rittenhouse | - Chairman of the Supervisory Board | |
| - Chairman of the Remuneration Committee | ||
| - Chairman of the Executive and Nomination Committee | ||
| - Chairman of the ESG Committee | ||
| - Member of the Audit Committee | - Chairman of the Supervisory Board | |
| - Chairman of the Remuneration Committee | ||
| - Chairman of the Executive and Nomination Committee | ||
| - Member of the ESG Committee | ||
| - Member of the Audit Committee | ||
| Ursula Radeke-Pietsch | - Vice Chairwoman of the Supervisory Board | |
| - Member of the Audit Committee | ||
| - Member of the Remuneration Committee | ||
| - Member of the ESG Committee | n/a | |
| Derek Zissman | - Member of the Supervisory Board | |
| - Member of the Audit Committee | ||
| - Member of the ESG Committee | ||
| - Member of the Executive and Nomination Committee | n/a | |
| Susanne Schröter-Crossan | - Member of the Supervisory Board | |
| - Chairman of the Audit Committee | n/a | |
| Michael Roth | - Member of the Supervisory Board | |
| - Member of the Executive and Nomination Committee | ||
| - Member of the Remuneration Committee | ||
| - Member of the ESG Committee | - Vice Chairman of the Supervisory Board | |
| - Member of the Executive and Nomination Committee | ||
| - Member of the Remuneration Committee | ||
| - Chairman of the ESG Committee | ||
| Arjan Dijk | n/a | - Member of the Supervisory Board |
| - Member of the Remuneration Committee | ||
| - Member of the ESG Committee | ||
| - Member of the Audit Committee | ||
| Melissa Kirmayer Eamer | n/a | - Member of the Supervisory Board |
| - Member of the ESG Committee | ||
| - Member of the Audit Committee | ||
| Florian Schuhbauer | n/a | - Member of the Supervisory Board |
| - Member of the Executive and Nomination Committee | ||
| Oliver Tant | n/a | - Member of the Supervisory Board |
| - Member of the Remuneration Committee | ||
| - Chairman of the Audit Committee |
- Changes to existing Supervisory Board positions are highlighted in bold.
The following table provides an overview of the non-performance-based compensation granted and owed to the members of the company's Supervisory Board in the 2025 financial year within the meaning of section 162(1) of the German Stock Corporation Act (AktG). Compensation is
considered granted if it has actually been received by the respective Supervisory Board member, while compensation is considered owed if it is due but has not yet been paid:
| (in EUR) | Fixed compensation for membership on the Supervisory Board | Fixed compensation for committee work | Total compensation |
|---|---|---|---|
| John H. Rittenhouse | 162,500.00 | 112,500.00 | 275,000.00 |
| Ursula Radeke-Pietsch* | 48,750.00 | 30,000.00 | 78,750.00 |
| Derek Zissman* | 32,500.00 | 30,000.00 | 62,500.00 |
| Susanne Schröter-Crossan* | 32,500.00 | 30,000.00 | 62,500.00 |
| Michael Roth | 83,958.33 | 53,750.00 | 137,708.33 |
| Arjan Dijk** | 37,916.67 | 35,000.00 | 72,916.67 |
| Melissa Kirmayer Eamer** | 37,916.67 | 26,250.00 | 64,166.67 |
| Florian Schuhbauer** | -*** | - | - |
| Oliver Tant** | 37,916.67 | 43,750.00 | 81,666.67 |
| Total | 473,958.34 | 361,250.00 | 835,208.34 |
- Member of the Supervisory Board until the conclusion of the Annual General Meeting on June 6, 2025, with compensation granted on a pro-rata basis for each calendar month commenced in accordance with the compensation system for Supervisory Board members adopted by the Annual General Meeting on May 26, 2021.
** Member of the Supervisory Board since the Company's Annual General Meeting on June 6, 2025, or, in the case of Melissa Kirmayer Eamer, since July 4, 2025, whereby compensation was granted on a pro-rata basis for each calendar month commenced in accordance with the compensation system for Supervisory Board members adopted by the Annual General Meeting on May 26, May 2021, was granted on a pro rata basis for each calendar month or portion thereof.
*** Florian Schuhbauer waives his Supervisory Board compensation.
c) Comparative Presentation
The following table provides an overview of developments over the past five years regarding the compensation granted and owed to members of the Management Board and Supervisory Board, the company's earnings situation, and the average compensation of the workforce*** of HelloFresh SE (on a full-time equivalent basis):
| (in EUR, unless otherwise stated) | 2025 | Change | 2024 | Change | 2023 | Change | 2022 | Change | 2021 |
|---|---|---|---|---|---|---|---|---|---|
| Current Members of the Management Board | |||||||||
| Dominik Richter (Group CEO) | 1,400,080.65 | +177% | 506,331.24 | -4.43% | 529,787.68 | -24.70% | 703,543.46 | -73.17% | 2,622,685.60 |
| Thomas Griesel (CEO International) | 1,015,494.98 | +57% | 646,939.96 | -1.47% | 656,617.64 | -3.31% | 679,108.63 | -59.84% | 1,691,178.63 |
| Edward Boyes (CBO) | 1,033,375.59 | +60% | 644,846.16 | -2.81% | 663,509.44 | 1.41% | 654,262.04 | -53.24% | 1,399,081.93 |
| Fabien Simon (CFO) (since September 15, 2025) | 218,750.00 | - | |||||||
| Former members of the Management Board | |||||||||
| Christian Gartner (CFO) (until | 933,550.54 | +44% | 646,939.96 | -1.47% | 656,617.64 | -6.86% | 704,969.10 | -72.22% | 2,538,558.04 |
| Thomas Griesel (CEO International) | 933,550.54 | +44% | 646,939.96 | -1.47% | 656,617.64 | -6.86% | 704,969.10 | -72.22% | 2,538,558.04 |
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| (in EUR, unless otherwise stated) | 2025 | Change | 2024 | Change | 2023 | Change | 2022 | Change | 2021 |
|---|---|---|---|---|---|---|---|---|---|
| November 1, 2025) | |||||||||
| Current Supervisory Board Members | |||||||||
| John H. Rittenhouse* | 275,000.00 | -2.65% | 282,500.00 | 0% | 282,500.00 | 0% | 282,500.00 | 25.06% | 225,890.41 |
| Michael Roth (since May 2, 2024) | 137,708.33 | 114.61% | 64,166.67 | - | - | - | - | - | - |
| Arjan Dijk (since June 6, 2025) | 72,916.67 | - | - | - | - | - | - | - | - |
| Melissa Eamer (since July 4, 2025) | 64,166.67 | - | - | - | - | - | - | - | - |
| Florian Schuhbauer (since June 6, 2025)** | - | - | - | - | - | - | - | - | - |
| Oliver Tant (since June 6, 2025) | 81,666.67 | - | - | - | - | - | - | - | - |
| Former Supervisory Board Members | |||||||||
| Ursula Radeke-Pietsch (until June 6, 2025) | 78,750.00 | -50.00% | 157,500.00 | 0% | 157,500.00 | 5.00% | 150,000.00 | 9.86% | 136,541.10 |
| Derek Zissman (until June 6, 2025) | 62,500.00 | -50.00% | 125,000.00 | -5.66% | 132,500.00 | -5.36% | 140,000.00 | 4.45% | 134,041.10 |
| Susanne Schröter-Crossan (until June 6, 2025) | 62,500.00 | -54.55% | 137,500.00 | 3.77% | 132,500.00 | 29.27% | 102,500.00 | 79.01% | 57,260.27 |
| Company Earnings | |||||||||
| HelloFresh Group revenue (in millions of EUR) | 6,760.8 | -11.8% | 7,661.3 | 0.9% | 7,596.6 | -0.14% | 7,607.2 | 26.9% | 5,993.4 |
| HelloFresh Group EBITDA (in millions of EUR) | 422.8 | 5.8% | 399.4 | -10.8% | 447.6 | -6.24% | 477.4 | -9.5% | 527.6 |
| Period HelloFresh Group (in millions of EUR) | -92.9 | 32.3% | -137.1 | -857.46% | 18.1 | -85.53% | 125.1 | -48.5% | 243.0 |
| Net loss / net income of the company (in millions of EUR) | -76.4 | -4.37% | -73.2 | -294.68% | 37.6 | -45.82% | 69.4 | -55.8% | 156.9 |
| Average compensation of HelloFresh SE’s workforce on a full-time equivalent basis | |||||||||
| Total workforce of the company (excluding members of the Management Board, in EUR)*** | 97,312.34 | 7.93% | 90,164.38 | 1.66% | 88,639.21 | 7.38% | 82,595.46 | 33.20% | 62,006.69 |
- Chairman of the Supervisory Board since May 26, 2021.
** The member waived payment of the fixed compensation during the specified period.
*** Refers to the average fixed salary (including equity-based compensation components) of all company employees (excluding members of the Management Board and employees of subsidiaries) excluding the employer's share of social security contributions. For the purposes of this Compensation Report, the calculation method was adjusted compared to the previous year. Share-based compensation is now calculated based on the fair value of the options granted as of the end of each year. Relying on the compensation owed and granted would tend to lead to distortions among the workforce, as employees, unlike the Management Board, have greater freedom in choosing when to exercise their options. The increase between 2021 and 2022 results from the low proportion of equity-based compensation in 2021.
The significant increase in the compensation of Dominik Richter, Thomas Griesel, Edward Boyes, and Christian Gartner in financial year 2025 resulted from the particularly low figures in the previous year and the fact that, in accordance with their contracts, a higher proportion of RSUs (40% instead of the usual 25% of variable compensation) was granted in the last two years of their Management Board terms (see above a) (2) a)). The number of RSUs granted in 2023 was calculated based on a relatively high HelloFresh share price at that time. By the time of payment in 2024, however, the share price had fallen significantly, which is why the payout amount for the RSUs was particularly low. By contrast, the change in the HelloFresh share price between the granting of the RSUs in 2024 and the payout in 2025 was significantly smaller, which is why the payout amount in 2025 was higher than in the previous year. However, the compensation granted and owed in 2025 remained significantly below the total target compensation.
The significant reductions in the amount of compensation for members of the Management Board in the financial year 2022 result from a significantly lower level of short-term variable compensation compared to the previous year, as a direct consequence of the decline in the company's share price. This effect is particularly pronounced for Group CEO Dominik Richter, as his total compensation includes a higher proportion of variable compensation. In the case of CFO Christian Gartner, a base effect also comes into play, as he was the only member of the Management Board to receive payouts from long-term compensation components in the 2021 financial year. In contrast, no members of the Management Board received payouts under long-term compensation components in the subsequent financial years (2022, 2023, 2024, and 2025).
The regulations governing the compensation of Supervisory Board members, most recently adopted by the Company's Annual General Meeting on May 26, 2021, remained unchanged in financial year 2025. Changes in the amount of compensation in 2025 resulted primarily from changes in the composition of the Supervisory Board during the 2025 financial year. The change in the composition of the Company's committees during the year had a lesser impact.
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Independent auditor's report on the audit of the Compensation Report pursuant to Section 162 (3) of the German Stock Corporation Act (AktG)
To HelloFresh SE, Berlin
Audit Opinion
We have formally audited the compensation report of HelloFresh SE, Berlin, for the financial year from January 1 to December 31, 2025, to determine whether the disclosures required pursuant to Section 162 (1) and (2) AktG (German Stock Corporation Act) have been made in the compensation report. In accordance with Section 162 (3) AktG, we have not audited the content of the compensation report.
In our opinion, the disclosures pursuant to Section 162 (1) and (2) AktG have been made in the attached compensation report in all material respects. Our audit opinion does not cover the content of the compensation report.
Basis for the audit opinion
We conducted our audit of the compensation report in accordance with Section 162 (3) AktG and in compliance with the IDW Auditing Standard: The Audit of the compensation report in accordance with Section 162 (3) AktG (IDW PS 870 (09.2023)). 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 applied the requirements of the IDW Quality Management Standard: Requirements for Quality Management in the Audit Firm (IDW QMS 1 (09.2022)). We have complied with the professional duties pursuant to the German Public Accountant Act (WPO) and the Professional Code of Conduct for German Public Auditors and Sworn Auditors (BS WP/vBP), including the requirements for independence.
Responsibility of the Legal Representatives and the Supervisory Board
The executive directors and the supervisory board are responsible for the preparation of the compensation report, including the related disclosures, that complies with the requirements of Section 162 AktG. They are also responsible for such internal controls as they determine are necessary to enable the preparation of a compensation report, including the related disclosures, that is free from material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.
Responsibility of the Auditor
Our objective is to obtain reasonable assurance about whether the disclosures pursuant to Section 162 (1) and (2) AktG have been made in the compensation report in all material respects, and to issue an audit opinion thereon in a report.
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We planned and performed our audit to determine the formal completeness of the compensation report by comparing the disclosures made in the compensation report with the disclosures required by Section 162 (1) and (2) AktG. In accordance with Section 162 (3) AktG, we have not audited the material accuracy of the disclosures, the material completeness of the individual disclosures, or the fair presentation of the compensation report.
Berlin, April 17, 2026
PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft
Susanne Riedel
Wirtschaftsprüferin
ppa. Dr. Kay Lubitzsch
Wirtschaftsprüfer
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