Remuneration Information • Mar 31, 2023
Remuneration Information
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The remuneration report explains in detail the remuneration granted and owed to former and active members of the Board of Management and Supervisory Board of Jungheinrich AG in the 2022 financial year. It complies with the requirements of Section 162 of the German Stock Corporation Act and also contains voluntary disclosures, in particular on promised remuneration.
The Supervisory Board of Jungheinrich AG is responsible for the remuneration system and for determining the remuneration of the individual members of the Board of Management. It is supported in this by the Personnel Committee, which prepares the decisions of the Supervisory Board and the review of the appropriateness of the remuneration level.
On 21 December 2021, the Supervisory Board adopted an update to the new remuneration system for members of the Board of Management in effect as of 2021. This update became effective on 1 January 2022. The aim of the remuneration system is to support the achievement of Jungheinrich's strategic goals and to ensure appropriate remuneration for the members of the Board of Management. In line with Jungheinrich's corporate strategy, the remuneration system incentivises profitable growth and the creation of sustainable value. Long-term variable remuneration exceeds short-term variable remuneration in order to emphasise the particular importance of Jungheinrich AG's longterm development. The updated remuneration system for the members of the Board of Management adopted by the Supervisory Board was presented to the Annual General Meeting on 10 May 2022 and approved with 100 per cent of the votes.
Furthermore, the remuneration report for the 2021 financial year jointly issued by the Board of Management and Supervisory Board in accordance with the requirements of the German Stock Corporation Act was presented to the ordinary Annual General Meeting and approved with 100 per cent of the votes without reservations. Correspondingly, this resolution by the Annual General Meeting did not require the Board of Management or Supervisory Board to make any amendments or adjustments when issuing the 2022 remuneration report.
The remuneration of the members of Jungheinrich AG's Board of Management in 2022 comprised non-performance-related and performance-related remuneration components. The specific components of the remuneration system in 2022 are summarised in the table below:
| Remuneration components |
Promoting long-term development |
Specification 2022 | ||
|---|---|---|---|---|
| Non-performance-related remuneration | ||||
| Basic remuneration |
Forms the basis for attracting and retaining highly qualified |
• Fixed remuneration paid as monthly payments | ||
| Ancillary benefits | members of the Board of Management to develop and implement the strategy |
• Company car and insurance for all members of the Board of Management as well as deferred compensation for Ms Neuß |
||
| Pension | • Defined benefit commitment for existing members of the Board of Management and generally fixed annual pension payment for newly appointed members of the Board of Management effective 1 January 2022 |
|||
| Performance-related remuneration | ||||
| Short-term | Rewarding the operational | • Plan type: Target bonus | ||
| variable remuneration |
implementation of the corporate strategy within a financial year |
• Performance criteria: − 45 % Group EBT return on sales − 35 % increase in Group revenue − 20 % lithium-ion equipment ratio |
||
| • Discretionary factor of 0.8 to 1.2 | ||||
| • Payment limitation: 150 % of target amount | ||||
| • Term: One year | ||||
| Long-term | Incentivising sustainable growth | • Plan type: Virtual performance share plan | ||
| variable remuneration |
and long-term increases in the value of Jungheinrich AG as well as aligning interests between investors and members of the Board of Management |
• Performance criteria: − 60 % return on capital employed (ROCE) − 20 % relative total shareholder return (TSR) compared with an individual peer group − 20 % sustainability target |
||
| • Discretionary factor of 0.8 to 1.2 | ||||
| • Payment limitation: 180 % of target amount | ||||
| • Term: Three years | ||||
| Miscellaneous | ||||
| Malus/clawback | Ensuring responsible corporate governance for Jungheinrich AG |
• Option to reduce or reclaim variable remuneration on a pro rata basis in the event of significant, deliberate or grossly negligent breaches of duty |
||
| Maximum remuneration |
Limit on remuneration to a level that has a motivating effect on the members of the Board of Management, but is not inappropriate |
• Limit on total remuneration granted for one financial year in accordance with Section 87a, Paragraph 1, Sentence 2, Item 1 of the German Stock Corporation Act: − Chairman of the Board of Management: €3,500,000.00 − Ordinary members of the Board of Management: €2,300,000.00 |
The basic remuneration is a fixed amount that is granted irrespective of Jungheinrich AG's performance. As part of the non-performance-related remuneration, it forms the basis for attracting and retaining highly qualified members of the Board of Management who develop and implement the strategy.
Each member of the Board of Management also receives ancillary benefits in the form of emoluments in kind and other emoluments. As part of the non-performance-related remuneration, they help attract and retain highly qualified members of the Board of Management who develop and implement the strategy In 2022, ancillary benefits for members of the Board of Management include the provision of a company car as well as inclusion of Board of Management members in insurance benefits. The members of the Board of Management are granted accident insurance covering disability and death of the members of the Board of Management, the premiums for which are paid by Jungheinrich AG for the term of the employment contracts. Ms Neuß also received an additional payment to her private pension plan in 2022 as compensation (referred to as deferred compensation) for the fact that the company pension plan is only vested from the fourth year of the appointment. In addition, Board of Management members are covered by standard directors and officers liability insurance (referred to as D&O insurance), the deductible of which complies with the requirements of company law.
The current members of Jungheinrich AG's Board of Management are entitled to a retirement and disability pension as well as support for surviving family members. As part of the non-performancerelated remuneration, the pension scheme supports the recruitment and retention of highly qualified members of the Board of Management who develop and implement the strategy.
The pension takes the form of a defined benefit commitment that entitles the member of the Board of Management to a pension payable for life from the end of their 63rd year.
| Aspect | Specification |
|---|---|
| Commitment type | Defined benefit commitment |
| Commencement of pension | End of 63rd year |
| Basic amount | €30,000.00 per year |
| Increase per year on Board of Management |
€4,200.00 per year |
| Payment options | Monthly payment (annual increase of 1 %) |
| Disability/death | Disability: 100 % Death: 50 % |
According to the updated remuneration system in place from 1 January 2022, newly appointed members of the Board of Management are granted a fixed annual pension payment which is paid once a year in addition to the fixed remuneration. These members of the Board of Management can use this pension payment to manage their pension on an independent basis. Apart from this, these members of the Board of Management are granted no other company pension from Jungheinrich. In the case of new members of the Board of Management who were already salaried employees of the Jungheinrich Group before their appointment and therefore have a commitment to receive a company pension, the Supervisory Board can continue this commitment as an exception instead of granting a pension payment.
Provisions for pensions are formed to finance the retirement benefits of the members of the Board of Management. The pension expenses for 2022 and the present values of the benefits promised to the members of the Board of Management are as follows:
| in € thousand | Pension expenses (current service cost) in accordance with IFRS in the 2022 financial year |
Present value of pension obligations in accordance with IFRS as at 31/12/2022 |
|---|---|---|
| Dr Lars Brzoska | 131 | 541 |
| Christian Erlach | 250 | 715 |
| Dr Volker Hues | 141 | 1,235 |
| Sabine Neuß | 188 | 321 |
The following chapters describe the structure of the variable remuneration granted and owed in the 2022 financial year. The remuneration granted represents remuneration for which an activity (of one or more years) on which the remuneration is based has been fully performed. Remuneration is owed if Jungheinrich has a legally existing obligation towards the Supervisory Board member that is due but has not yet been fulfilled.
In addition, the system of the Long-Term Incentive (LTI) 2022–2024 promised in the 2022 financial year is voluntarily presented. The promised remuneration is the remuneration that is promised to the members of the Board of Management for the 2022 financial year, regardless of the time of payment (target remuneration).
The short-term variable remuneration is based on the currently valid remuneration system and helps secure the long-term development of the company by rewarding work that operationally implements the corporate strategy within a financial year: success is assessed on the basis of financial and sustainable performance criteria that reflect Jungheinrich AG's strategy and its social and environmental responsibility, as well as a discretionary factor.
| Short-term incentive | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2023 | |||||
| One-year performance period | ||||||
| Target achievement in % (0 %–150 %) | Discretionary | |||||
| Target | Group EBT return on sales | 45 % | factor | Payout in € Cap: 150 % |
||
| amount in € |
Increase in Group revenue | 35 % | 0.8–1.2 | of target amount | ||
| Lithium-ion equipment ratio | 20 % | Malus Clawback |
The target amount forms the basis for the STI and amounts to 45 per cent of the basic remuneration for each member of the Board of Management. The payment of STI is dependent on the weighted degree of overall target achievement, which is determined using "Group EBT return on sales", "increase in Group revenue" and "lithium-ion equipment ratio", as well as the specification of a discretionary factor. The target values for the performance criteria are set by the Supervisory Board, and the degree to which they have been achieved is decided by the Supervisory Board after the end of the performance period.
Group earnings before taxes return on sales (Group EBT return on sales) is the ratio of Group earnings before taxes (EBT) and the Group revenue (in each case as per the consolidated financial statements) and is taken into account with a weighting of 45 per cent.
The degree to which the target for Group EBT return on sales was achieved in 2022 is 69.67 per cent.
The increase in Group revenue is the rate of increase in Group revenue for the financial year compared to Group revenue for the previous financial year (in each case as per the consolidated financial statements, adjusted for changes in currency exchange rates) expressed as a per cent. The increase in Group revenue is taken into account with a weighting of 35 per cent.
The degree to which the target for the increase in Group revenue was achieved in 2022 is 130.20 per cent.
The lithium-ion equipment ratio sustainability target refers to the proportion of selected Jungheinrich Group products equipped with lithium-ion batteries. To determine the target value, the strategic planning for lithium-ion batteries was broken down to the 2022 financial year. Target achievement was measured by comparing the actual value achieved in the 2022 financial year with the target value. A more detailed definition of the performance criterion and the specific values for the lower threshold, the target value and the cap are not provided as this would reveal detailed information about Jungheinrich's strategic planning to its competition and might put the company at a considerable disadvantage. The lithium-ion equipment ratio is taken into account with a weighting of 20 per cent.
The degree to which the target for the lithium-ion equipment ratio was achieved in 2022 is 58.50 per cent.
The performance criteria and target values for the performance criteria may not be subsequently changed in principle. The Supervisory Board may take extraordinary developments into account as appropriate in accordance with the recommendation in G.11 of the German Corporate Governance Code (GCGC) in justified exceptional cases that are not related to the Board of Management's performance based on its prudent judgement when calculating the degrees of target achievement or by subsequently adjusting the LTI target values and performance criteria during the current performance period. Extraordinary developments refer solely to significant business changes not taken into consideration in operational planning, in particular significant purchases or sales of companies, restructurings, changes to the corporate strategy or business model, changes to tax or accounting regulations with substantial effects, or far-reaching and unforeseeable changes to the economic situation (for example, as a result of severe economic crises), the effects of which are not sufficiently reflected in the target achievement. Generally unfavourable market developments are expressly not considered to be exceptional developments. If exceptional developments that require an adjustment as outlined above occur, corresponding details will be provided in the next annual remuneration report. From the Supervisory Board's point of view, there was no reason to exercise the adjustment options outlined above in the STI during the 2022 financial year.
The degrees of target achievement for the three performance criteria are 50 per cent at the lower threshold, 100 per cent at the target and 150 per cent at the cap. Below the lower threshold, target achievement is 0 per cent and above the cap 150 per cent. In performance lies between the lower threshold and the target value, target achievement is interpolated on a linear basis between 50 per cent and 100 per cent, and for performance between the target value and the cap, target achievement is interpolated on a linear basis between 100 per cent and 150 per cent.
The specification of the performance criteria at lower threshold, target value and cap is shown in the following table:
| Specification of the performance criteria |
Lower threshold | Target value | Cap |
|---|---|---|---|
| Group EBT return on sales | 6.7 % | 8.2 % | 9.7 % |
| Increase in Group revenue | 5.0 % | 10.0 % | 15.0 % |
| Lithium-ion equipment ratio | No information | No information | No information |
The target achievement of the performance criteria and the overall target achievement in the STI are as follows in the 2022 financial year:
| Performance criteria (weighting) |
Target value | Actual value in the 2022 financial year |
Target achievement 2022 |
|---|---|---|---|
| Group EBT return on sales (45%) | 8.2 % | 7.29 % | 69.67 % |
| Increase in Group revenue (35%) | 10.0 % | 13.02 % | 130.20 % |
| Lithium-ion equipment rate (20%) | No information | No information | 58.50 % |
| Overall target achievement, weighted (100%) |
88.62 % |
The degrees of target achievement are multiplied by the respective weighting of the performance criterion and then added together to determine the weighted overall target achievement. On an exceptional basis, the Supervisory Board can multiply the degree of weighted overall target achievement by a factor of between 0.8 and 1.2 in the form of a discretionary decision due to extraordinary events or due to the individual performance of one or more members of the Board of Management and amend it as a result. In order to ensure appropriate, performance-based remuneration for the 2022 financial year, the Supervisory Board exercised this option – in particular in light of the impact of the war in Ukraine, which was unforeseeable at the start of the financial year but managed exceptionally well by the members of the Board of Management. As a result, the Supervisory Board applied a discretionary factor of 1.0833, which resulted in an adjusted weighted overall target achievement of 96 per cent for the payment amount. The adjusted weighted overall target achievement is multiplied by the target amount to determine the payment amount. This is limited to 150 per cent of the target amount.
| STI target amount |
STI target achievement |
Discretionary factor |
STI payment amount |
|
|---|---|---|---|---|
| Dr Lars Brzoska | €567 thousand | 88.62 % | 1.0833 | €545 thousand |
| Christian Erlach | €327 thousand | 88.62 % | 1.0833 | €314 thousand |
| Dr Volker Hues | €327 thousand | 88.62 % | 1.0833 | €314 thousand |
| Sabine Neuß | €327 thousand | 88.62 % | 1.0833 | €314 thousand |
The LTI 2022–2024 is based on the currently valid remuneration system and helps secure the longterm development of the company by rewarding work that implements the corporate strategy and the long-term increase in Jungheinrich AG's value: success is assessed on the basis of financial, share-based and sustainable performance criteria that reflect Jungheinrich AG's strategy and its social and environmental responsibility, as well as a discretionary factor.
The LTI is allocated every year as a tranche in the form of virtual performance shares. The target amount forms the basis for the allocation and amounts to 55 per cent of the basic remuneration for each member of the Board of Management. At the start of the term, the target amount is divided by Jungheinrich AG's average share price (arithmetic mean of the closing prices in the last 120 trading days before the start of the performance period) to calculate the number of virtual shares assigned conditionally (virtual performance shares – VPSs). The average share price of Jungheinrich AG in the 120 trading days prior to allocation is €43.94 for the 2022 financial year. The number of VPSs allocated to the members of the Board of Management for the 2022 financial year is shown in the table below.
| Member of the Board of Management |
Number of conditionally allocated VPSs |
|---|---|
| Dr Lars Brzoska | 15,784.02 |
| Christian Erlach | 9,087.39 |
| Dr Volker Hues | 9,087.39 |
| Sabine Neuß | 9,087.39 |
The final number of VPSs depends on the degree of weighted overall target achievement, which is determined on the basis of the return on capital employed (ROCE), relative total shareholder return (relative TSR) and the lithium-ion equipment ratio performance criteria, as well as the specification of a discretionary factor.
The target values for the performance criteria are set by the Supervisory Board, and the degree to which they have been achieved is decided by the Supervisory Board after the end of the performance period. The number of final VPSs is always limited to 150 per cent of the originally allocated VPSs. The degrees of target achievement of the performance criteria are determined as shown below.
ROCE is the ratio of earnings before interest and taxes (EBIT) of the Intralogistics segment as per the consolidated financial statements and the capital employed in the segment in the respective financial year and is weighted at 60 per cent. The ROCE of the last financial year of the performance period, i.e. the ROCE of the 2021 financial year, is the relevant figure when determining whether the target for the 2022 tranche has been met.
In case of performance between the lower threshold and the target value, target achievement is interpolated on a linear basis between 50 per cent and 100 per cent, and for performance between the target value and the cap, target achievement is interpolated on a linear basis between 100 per cent and 150 per cent. The specific values for the lower threshold, the target value and the cap will be published ex-post in the remuneration report of the financial year in which the LTI 2022–2024 is granted or owed to the Board of Management members.
The relative TSR compares the TSR performance of Jungheinrich with the TSR performance of an individual peer group and is weighted at 20 per cent. The TSR performance is the development of the share price plus dividends paid during the performance period. The peer group primarily includes German companies from the SDAX and MDAX that are comparable to Jungheinrich in terms of industry and size. Other comparable, stock-market-listed companies from Germany and continental European countries are also part of the peer group.
The TSR performance is determined for each company in the peer group and Jungheinrich after the performance period ends. The resulting individual values are subsequently ranked and given a percentile ranking, with the 0th percentile ranking corresponding to the lowest TSR performance and the 100th percentile ranking to the highest TSR performance. Perzentilsrang der höchsten TSR-Performance.
The target achievement for the relative TSR is determined after the performance period ends based on Jungheinrich's percentile ranking: up to the 25th percentile ranking corresponds to 0 per cent target achievement; at the 25th percentile ranking, 50 per cent; at the 50th percentile ranking, 100 per cent; and from the 75th percentile ranking upwards, 150 per cent. Between the percentile rankings mentioned, the target achievement is interpolated on a linear basis.
The non-financial sustainability target for the 2022 tranche is the lithium-ion equipment ratio. As in the STI, the lithium-ion equipment ratio refers to the proportion of selected Jungheinrich Group products equipped with lithium-ion batteries. The target value is based on the strategic planning in the lithium-ion battery division. Target achievement is measured by comparing the realised actual value in the performance period with the target value. The lithium-ion equipment ratio is taken into account in the 2022 tranche with a weighting of 20 per cent.
In case of performance between the lower threshold and the target value, target achievement is interpolated on a linear basis between 50 per cent and 100 per cent, and for performance between the target value and the cap, target achievement is interpolated on a linear basis between 100 per cent and 150 per cent. The specific values for the lower threshold, the target value and the cap wil be published ex-post after the end of the performance period in one of the subsequent remuneration reports.
The performance criteria and target values for the performance criteria may not be subsequently changed in principle. The Supervisory Board may take extraordinary developments into account as appropriate in accordance with the recommendation in G.11 of the German Corporate Governance Code in justified exceptional cases that are not related to the Board of Management's performance based on its prudent judgement when calculating the degrees of target achievement or by subsequently adjusting the LTI target values and performance criteria during the current performance period. Extraordinary developments refer solely to significant business changes not taken into
consideration in operational planning, in particular significant purchases or sales of companies, restructurings, changes to the corporate strategy or business model, changes to tax or accounting regulations with substantial effects, or far-reaching and unforeseeable changes to the economic situation (for example, as a result of severe economic crises), the effects of which are not sufficiently reflected in the target achievement. Generally unfavourable market developments are expressly not considered to be exceptional developments. If exceptional developments that require an adjustment as outlined above occur, corresponding details will be provided in the next annual remuneration report. From the Supervisory Board's point of view, there was no reason to exercise the adjustment options outlined above in the LTI in the 2022 financial year.
After the end of the performance period, the final number of VPSs is determined by multiplying the conditionally allocated number of VPSs by the weighted degree of overall target achievement. To determine the cash payout amount after the end of the performance period, the final number of VPSs is then multiplied by the average share price of Jungheinrich AG (arithmetic mean of the closing prices of the last 120 trading days before the end of the performance period). On an exceptional basis, the Supervisory Board can multiply the payment amount by a factor of between 0.8 and 1.2 in the form of a discretionary decision due to extraordinary events or due to the individual performance of one or more members of the Board of Management and amend it as a result. In all cases, the payment amount is limited to 180 per cent of the target amount.
As the first tranche of the new LTI was allocated for the first time under the new remuneration system adopted in the 2021 financial year and the performance period is three years, remuneration under the new LTI is neither granted nor owed in the 2022 financial year. The new LTI will be settled or granted in the 2023 financial year for the tranche that was allocated in the 2021 financial year. Only one last deferral that was still allocated under the previous remuneration system will be granted or owed in the 2022 financial year. Details on the system of the deferral and the achievement of targets in the 2022 financial year are presented below.
The 2021–2022 deferral is based on the remuneration system valid until 31 December 2020. The deferral helps the long-term development of the company by incentivising the long-term implementation of Jungheinrich's corporate strategy: this is how combining the deferral's performance criteria does justice to Jungheinrich's targeted sustainable growth. The multi-year structure emphasises the relevance of Jungheinrich's long-term development. The total entitlement of the variable remuneration of a financial year is derived from the target amount and the weighted degree of overall target achievement of two performance criteria within the remuneration system valid until 31 December 2020. An amount of 40 per cent of the total entitlement of the variable remuneration of a financial year is paid out in the following financial year; 60 per cent of the payment entitlement is delayed and also linked to performance criteria, with 30 per cent of the payment entitlement being delayed by one year ("deferral 1") and the other 30 per cent by two years ("deferral 2").
The performance criteria relevant for the deferrals are the Group EBT return on sales, weighted at 60 per cent, and the Group sales growth, adjusted for changes in currency exchange rates, weighted at 40 per cent. In exceptional cases, the degree of target achievement of one or both
performance criteria may be adjusted by the Supervisory Board by a factor of between 0.8 and 1.2 due to extraordinary events or due to individual performance. In order to ensure appropriate, performance-based remuneration for the 2022 financial year, the Supervisory Board exercised this option – in particular in light of the impact of the war in Ukraine, which was unforeseeable at the start of the financial year but managed exceptionally well by the members of the Board of Management. As a result, the Supervisory Board applied a discretionary factor of 1.0833, which resulted in an adjusted weighted overall target achievement of 101.7 per cent for the payment amount. The weighted degree of overall target achievement of the variable remuneration is limited to 130 per cent.
The target achievement levels of the two performance criteria are 0 per cent at the lower threshold and 100 per cent at the target value. No cap is defined for the individual performance criteria, but the performance criteria as a whole are capped at 130 per cent in terms of the weighted degree of overall target achievement. The specification of performance criteria at the lower threshold and target value are shown in the following table:
| Specification of the performance criteria |
Lower threshold | Target value |
|---|---|---|
| Group EBT return on sales | 0 % | 8.2 % |
| Increase in Group revenue | 0 % | 10.0 % |
The performance criteria for the deferral were applied in the 2022 financial year as follows:
| Performance criteria (weighting) |
Target value | Actual value in the 2022 financial year |
Target achievement 2022 |
|---|---|---|---|
| Group EBT return on sales (60%) | 8.2 % | 7.29 % | 69.67 % |
| Increase in Group revenue (40%) | 10.0 % | 13.02 % | 130.20 % |
| Overall target achievement, weighted (100%) |
93.88 % |
The absolute amount of variable remuneration entitlement carried forward from the 2020 financial year, which will consequently be finalised in the 2022 financial year, is shown in the following table for the individual members of the Board of Management.
| Deferral 2 (2021–2022) |
Amount of remuneration deferred |
Target achievement 2022 |
Discretionary factor |
Deferral 2 amount |
|---|---|---|---|---|
| Dr Lars Brzoska | €405 thousand | 93.88 % | 1.0833 | €411 thousand |
| Christian Erlach | €254 thousand | 93.88 % | 1.0833 | €258 thousand |
| Dr Volker Hues | €254 thousand | 93.88 % | 1.0833 | €258 thousand |
| Sabine Neuß | €254 thousand | 93.88 % | 1.0833 | €258 thousand |
The short-term variable remuneration and virtual performance shares are subject to malus and clawback conditions. For significant, deliberate or grossly negligent breaches of duty by the members of the Board of Management, the Supervisory Board is entitled to retain some of any as yet unpaid variable remuneration granted (malus) and to reclaim some of the variable remuneration already paid (clawback). The Supervisory Board's decision in this regard is based on its prudent judgement. In the 2022 financial year, the Supervisory Board did not retain or reclaim any variable remuneration components.
In addition to limiting the variable remuneration components, the Supervisory Board has set a maximum remuneration in accordance with Section 87a, Paragraph 1, Sentence 2, Item 1 of the German Stock Corporation Act limiting the payable remuneration that is granted for a financial year. This maximum remuneration comprises the basic remuneration, ancillary benefits, pension and payments under the STI and LTI. The maximum remuneration for the members of the Board of Management is as follows:
| in € thousand | Maximum remuneration pursuant to Section 87a Paragraph 1 Sentence 2 Item 1 of the German Stock Corporation Act |
|---|---|
| Dr Lars Brzoska | 3,500 |
| Christian Erlach | 2,300 |
| Dr Volker Hues | 2,300 |
| Sabine Neuß | 2,300 |
Regarding the basic remuneration, ancillary benefits, retirement benefits and the payout from the STI for the 2022 financial year, the rule on maximum remuneration was adhered to without having to reduce any component. As the payment for the multi-year variable remuneration is not available until the second year after the end of the reporting year given the three-year performance period, compliance with the maximum remuneration for the 2022 financial year can only be conclusively reported on in the remuneration report for the 2024 financial year.
In the 2022 financial year, neither an appointment as a member of the Board of Management nor an employment contract of an active member of the Board of Management was terminated prematurely. The severance cap was therefore not applied.
Remuneration granted and owed as well as promised remuneration in the 2022 financial year The following tables show the remuneration granted and owed to the members of the Board of Management in the 2022 financial year. The remuneration promised to members of the Board of Management in the 2022 financial year is also voluntarily presented. For the definitions of granted and owed remuneration as well as promised remuneration, please refer to section I. B. 4. "Performance-related remuneration".
The remuneration granted and owed pursuant to Section 162, Paragraph 1, Sentence 1 of the German Stock Corporation Act is made up of the following components for the 2022 financial year:
The promised remuneration (target remuneration) for the 2022 financial year is made up of the following components:
The remuneration granted and owed to the members of the Board of Management in the 2022 financial year pursuant to Section 162, Paragraph 1, Sentence 1 of the German Stock Corporation Act is as follows:
| Granted and owed | Dr Lars Brzoska (2022) | Christian Erlach (2022) | ||
|---|---|---|---|---|
| remuneration | in € thousand | % | in € thousand | % |
| Basic remuneration | 1,261 | 56.7 | 726 | 55.5 |
| Ancillary benefits | 9 | 0.4 | 9 | 0.7 |
| Total | 1,270 | 57.01 | 735 | 56.31 |
| Single-year variable remuneration | 545 | 24.5 | 314 | 24.0 |
| Multi-year variable remuneration | 411 | 18.5 | 258 | 19.7 |
| Total | 956 | 43.0 | 572 | 43.7 |
| Total remuneration | 2,226 | 100.0 | 1,307 | 100.0 |
The amount shown differs from the total of the individual remuneration components due to rounding differences.
| Granted and owed | Dr Volker Hues (2022) | Sabine Neuß (2022) | ||
|---|---|---|---|---|
| remuneration | in € thousand | % | in € thousand | % |
| Basic remuneration | 726 | 55.1 | 726 | 54.1 |
| Ancillary benefits | 19 | 1.4 | 45 | 3.3 |
| Total | 745 | 56.61 | 771 | 57.4 |
| Single-year variable remuneration | 314 | 23.8 | 314 | 23.4 |
| Multi-year variable remuneration | 258 | 19.6 | 258 | 19.2 |
| Total | 572 | 43.4 | 572 | 42.6 |
| Total remuneration | 1,317 | 100.0 | 1,3421 | 100.0 |
The amount shown differs from the total of the individual remuneration components due to rounding differences.
The remuneration promised to the members of the Board of Management in the 2022 financial year (target remuneration) is as follows:
| Dr Lars Brzoska (2022) | Christian Erlach (2022) | |||
|---|---|---|---|---|
| Target remuneration | in € thousand | % | in € thousand | % |
| Basic remuneration | 1,261 | 47.4 | 726 | 42.4 |
| Ancillary benefits | 9 | 0.3 | 9 | 0.6 |
| Total | 1,270 | 47.7 | 735 | 43.0 |
| Single-year variable remuneration | 567 | 21.3 | 327 | 19.1 |
| Multi-year variable remuneration | 694 | 26.1 | 399 | 23.3 |
| Total | 1,261 | 47.4 | 726 | 42.4 |
| Pension expense | 131 | 4.9 | 250 | 14.6 |
| Total remuneration | 2,6611 | 100.0 | 1,7121 | 100.0 |
| Dr Volker Hues (2022) | Sabine Neuß (2022) | |||
|---|---|---|---|---|
| Target remuneration | in € thousand | % | in € thousand | % |
| Basic remuneration | 726 | 45.1 | 726 | 43.1 |
| Ancillary benefits | 19 | 1.2 | 45 | 2.6 |
| Total | 745 | 46.21 | 771 | 45.81 |
| Single-year variable remuneration | 327 | 20.3 | 327 | 19.4 |
| Multi-year variable remuneration | 399 | 24.8 | 399 | 23.7 |
| Total | 726 | 45.1 | 726 | 43.1 |
| Pension expense | 141 | 8.7 | 188 | 11.1 |
| Total remuneration | 1,612 | 100.0 | 1,6841 | 100.0 |
The amount shown differs from the total of the individual remuneration components due to rounding differences.
To ensure market-standard, competitive remuneration, the Supervisory Board reviews the remuneration amounts of the Board of Management every two years. As part of the review, the degree to which the remuneration is horizontally standard (comparison with Board of Management remuneration at other companies) and vertically standard (remuneration and employment conditions within Jungheinrich) is examined and assessed. For horizontal comparison, companies that are comparable with Jungheinrich, particularly with regard to country, sector and size, are used. Within Jungheinrich, top level management and the company's overall workforce are used for the vertical comparison both for current ratios and for ratios as they have developed over time.
The customary nature of Board of Management remuneration was reviewed in the 2022 financial year and found to be customary. In order to assess the horizontal customary nature, a comparison group was formed primarily of German companies from the SDAX and MDAX that are comparable in terms of industry and the size criteria of revenue, employees and market capitalisation. Other comparable stock-market-listed companies from Germany, Austria, Switzerland and Finland as well as non-stock-market-listed companies from Germany were also part of the comparison group.
The remuneration of former members of the Board of Management amounted to a total of €933 thousand in the 2022 financial year. The remuneration granted and owed to Dr Klaus-Dieter Rosenbach, who left in the 2020 financial year, amounted to €71 thousand for the 2022 financial year and consists entirely of retirement benefits. The remuneration granted and owed to Mr Hans-Georg Frey, who left the Board of Management in the 2019 financial year, amounted to €82 thousand for the 2022 financial year and consists entirely of retirement benefits. Dr Helmut Limberg, who left the Board of Management in the 2013 financial year, was granted €70 thousand for retirement benefits in the 2022 financial year. The remaining payments were attributable to former members of the Board of Management and their surviving dependants who left the Board of Management of Jungheinrich AG more than ten years ago. Provisions for pensions for former members of the Board of Management and their surviving dependants amounted to €11,868 thousand according to IFRS.
The following table shows the development of the remuneration granted and owed to members of the Board of Management in the financial year, the earnings trend of Jungheinrich AG and the Jungheinrich Group as well as the development of workforce remuneration compared to the preceding financial year. The remuneration granted and owed to the members of the Board of Management corresponds to the remuneration presented above (see section "Remuneration granted and owed in the 2022 financial year"). Jungheinrich's earnings trend is presented using the financial indicators for Jungheinrich AG's net profit for the year and the Jungheinrich Group's EBT. The workforce remuneration is based on the average remuneration of the Jungheinrich Group's salaried employees and workers in Germany (excluding trainees and interns). To ensure comparability, the remuneration of part-time employees was extrapolated to full-time equivalents.
| Annual change in % | 2022 vs. 2021 | 2021 vs. 2020 | 2020 vs. 2019 | 2019 vs. 2018 | ||
|---|---|---|---|---|---|---|
| Total remuneration granted and owed | ||||||
| Dr Lars Brzoska | –22.9 | 28.1 | 35.7 | 7.7 | ||
| Christian Erlach | –27.8 | 26.7 | 30.0 | 219.5 | ||
| Dr Volker Hues | –26.2 | 12.2 | 7.9 | –4.7 | ||
| Sabine Neuß | –13.3 | 41.8 | – | – | ||
| Hans-Georg Frey (until 31 August 2019) |
0.0 | 2.5 | –97.3 | 20.7 | ||
| Dr Helmut Limberg (until 15 November 2013) |
–73.0 | 280.9 | 0.0 | 100.0 | ||
| Dr Klaus-Dieter Rosenbach (until 31 March 2020) |
0.0 | –96.0 | 21.4 | –4.7 | ||
| Earnings trend | ||||||
| Net profit for the year of Jungheinrich AG |
8.9 | 11.0 | –4.2 | 2.2 | ||
| EBT of the Jungheinrich Group | –0.6 | 74.5 | –17.4 | –2.8 | ||
| Average workforce remuneration | ||||||
| Workforce | 1.4 | 1.6 | 0.1 | 3.6 |
According to the remuneration system approved by the Annual General Meeting of 11 May 2021, the members of the Supervisory Board only receive fixed remuneration. This consists of an annual fixed basic remuneration and additional fixed remuneration for participation in committees, due after the end of the respective year in question. The basic remuneration and the committee remuneration are intended to attract highly qualified members to the Supervisory Board and to retain their services for the company. In this way, the Supervisory Board can monitor the work of the Board of Management and act in an advisory capacity when strategy is developed.
Each member of the Supervisory Board receives an annual fixed basic remuneration of €55,000.00. The Chairman of the Supervisory Board receives €165,000.00, the Deputy Chairman €82,500.00. Membership of the Finance and Audit Committee is also remunerated annually at €30,000.00 and its chairmanship at €75,000.00. Each member of the Personnel Committee also receives an annual fixed remuneration of €25,000.00 and the Chairman receives €50,000.00. The remuneration for any ad hoc committees is structured in the same ways as the remuneration for the Personnel Committee.
Supervisory Board members receive a pro rata basic and committee remuneration if they join or leave the Supervisory Board during the year. The pro rata calculation refers to the quarters begun in which a Supervisory Board member has been a member of the Supervisory Board or in which a Supervisory Board member has been a member of a committee that comes with remuneration. Jungheinrich AG also reimburses expenses incurred, the value added tax payable on the Supervisory Board's remuneration, and premiums for directors and officers liability insurance (D&O insurance) in an appropriate amount.
This chapter provides an overview of the remuneration granted and owed in the 2022 financial year. Remuneration granted refers to remuneration for which the (one-year) activity on which the remuneration is based has been fully performed. Remuneration is owed if Jungheinrich has an existing legal obligation towards the Supervisory Board member that is due but has not yet been fulfilled.
The remuneration granted and owed for the 2022 financial year amounted to a total of €1,140 thousand for all members of the Supervisory Board. The breakdown of total remuneration by the individual members of the Supervisory Board is shown in the table below.
| Fixed basic remuneration | Remuneration for committee work |
Total remu neration |
|||
|---|---|---|---|---|---|
| Granted and owed remuneration |
in € thousand |
% | in € thousand |
% | in € thousand |
| Hans-Georg Frey (Chairman) |
165 | 76.7 | 50 | 23.3 | 215 |
| Markus Haase1 (Deputy Chairman) |
83 | 76.7 | 25 | 23.3 | 108 |
| Antoinette P. Aris | 55 | 50.0 | 55 | 50.0 | 110 |
| Dagmar Bieber1 | 55 | 100.0 | – | – | 55 |
| Rainer Breitschädel1 | 55 | 100.0 | – | – | 55 |
| Kathrin Elisabeth Dahnke (since 1 December 2022) |
14 | 42.3 | 19 | 57.7 | 33 |
| Beate Klose | 55 | 100.0 | – | – | 55 |
| Wolff Lange | 55 | 68.7 | 25 | 31.3 | 80 |
| Mike Retz1 | 55 | 100.0 | – | – | 55 |
| Dr Ulrich Schmidt (until 30 November 2022) |
55 | 42.3 | 75 | 57.7 | 130 |
| Steffen Schwarz1 | 55 | 50.0 | 55 | 50.0 | 110 |
| Kristina Thurau-Vetter1 | 55 | 100.0 | – | – | 55 |
| Andreas Wolf | 55 | 68.7 | 25 | 31.3 | 80 |
| Total remuneration | 8112 | 329 | 1,140 |
1 Employee representative.
2 The amount shown differs from the total of the individual remuneration components due to rounding differences.
The following table shows the development of the remuneration granted and owed to members of the Supervisory Board in the financial year, the earnings trend of Jungheinrich AG and the Jungheinrich Group as well as the development of workforce remuneration compared to the preceding financial year. The earnings trend and workforce remuneration are structured in the same way as the comparison of the remuneration of the Board of Management.
The amount of remuneration paid to the members of the Supervisory Board in the 2021 financial year has changed as a result of the new remuneration system that took effect this year.
| Annual change in % | 2022 vs. 2021 | 2021 vs. 2020 | 2020 vs. 2019 | 2019 vs. 2018 | ||
|---|---|---|---|---|---|---|
| Granted and owed total remuneration | ||||||
| Hans-Georg Frey (Chairman) | 0.0 | 47.3 | 50.5 | – | ||
| Markus Haase1 (Deputy Chairman) |
0.0 | 47.3 | –24.7 | –5.8 | ||
| Antoinette P. Aris | 0.0 | 77.4 | –20.5 | –4.9 | ||
| Dagmar Bieber1 | 0.0 | 129.2 | – | – | ||
| Rainer Breitschädel1 | 0.0 | 71.9 | –33.3 | –7.7 | ||
| Kathrin Elisabeth Dahnke2 (since 1 December 2022) |
– | – | – | – | ||
| Beate Klose | 0.0 | 71.9 | –33.3 | –7.7 | ||
| Wolff Lange | 0.0 | 40.4 | –21.9 | –5.2 | ||
| Mike Retz1 | 0.0 | 129.2 | – | – | ||
| Dr Ulrich Schmidt (until 30 November 2022) |
0.0 | 21.5 | –13.0 | –3.1 | ||
| Steffen Schwarz1 | 0.0 | 36.2 | 3.5 | –4.9 | ||
| Kristina Thurau-Vetter1 | 33.3 | – | – | – | ||
| Andreas Wolf | 0.0 | 40.4 | –21.9 | 26.4 | ||
| Earnings trend | ||||||
| Net profit for the year of Jungheinrich AG |
8.9 | 11.0 | –4.2 | 2.2 | ||
| EBT of the Jungheinrich Group | –0.6 | 74.5 | –17.4 | –2.8 | ||
| Average workforce remuneration | ||||||
| Workforce | 1.4 | 1.6 | 0.1 | 3.6 |
1 Employee representative.
2 No information: newly elected to the Supervisory Board in financial year 2022.
Supervisory Board remuneration is regularly reviewed – most recently prior to the revision of Supervisory Board remuneration in 2021.
We formally audited the remuneration report of Jungheinrich Aktiengesellschaft, Hamburg, for the financial year from 1 January 2022 to 31 December 2022 and issued in fulfilment of Section 162 of the German Stock Corporation Act to examine whether the disclosures required under Section 162, Paragraphs 1 and 2 of the German Stock Corporation Act were made. In accordance with Section 162, Paragraph 3 of the German Stock Corporation Act, we did not audit the content of the remuneration report.
In our opinion, the disclosures required under Section 162, Paragraphs 1 and 2 of the German Stock Corporation Act were made in the enclosed remuneration report in all material aspects. Our opinion does not cover the content of the remuneration report.
We conducted our audit of the remuneration report in accordance with Section 162, Paragraph 3 of the German Stock Corporation Act while taking account of IDW Audit Standard: Auditing the Remuneration Report in accordance with Section 162, Paragraph 3 of the German Stock Corporation Act (IDW PS 870 (08/2021)). Our responsibilities under this requirement and this standard are further described in the "Public Auditor's Responsibilities" section of our report. As an audit firm, we applied the requirements of IDW Quality Control Standard: Requirements regarding Quality Control in Audit Firms (IDW QS 1). We complied with the professional obligations pursuant to the German Law Regulating the Profession of Wirtschaftsprüfer (public auditors) and the code of professional conduct for public auditors/sworn accountants including the requirements regarding independence.
The Board of Management and the Supervisory Board are responsible for preparing the remuneration report, including the associated disclosures, that meets the requirements of Section 162 of the German Stock Corporation Act. In addition, they are responsible for such internal control as they deem necessary to enable the preparation of a remuneration report, including the associated disclosures, that is free from material misstatement, whether due to fraud or error.
Our objective is to obtain reasonable certainty as to whether the disclosures required under Section 162, Paragraphs 1 and 2 of the German Stock Corporation Act were made in the remuneration report in all material aspects and to issue a corresponding audit opinion in a report.
We planned and conducted our audit in such a way that we were able to establish the formal completeness of the remuneration report by comparing the disclosures made in the remuneration report with the disclosures required under Section 162, Paragraphs 1 and 2 of the German Stock Corporation Act. In accordance with Section 162, Paragraph 3 of the German Stock Corporation Act, we did not audit the accuracy of the disclosures or the completeness of the individual disclosures in terms of their content, or the appropriate presentation of the remuneration report.
Hamburg, 6 March 2023
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft
Alexander Fernis pp. Stefanie Bubbers
Wirtschaftsprüfer [German Public Auditor] Wirtschaftsprüferin [German Public Auditor]
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