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QSC AG Remuneration Information 2025
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Remuneration Information
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q.beyond
expect the next
Remuneration Report
for the 2024 Financial Year
Contents
01 Introduction
02 Review of 2024 Financial Year
02 Company Performance in 2024 Financial Year
02 Governing Bodies of q.beyond AG
03 – 26 Remuneration of Management Board
03 Overview of Management Board Remuneration System
05 Strategy Reference of Management Board Remuneration
05 Appropriateness of Management Board Remuneration
07 Application of Remuneration System for Incumbent Management Board in 2024 Financial Year
17 Application of Remuneration System for Former Management Board Members
22 Other Remuneration-Related Regulations
24 Individualised Disclosure of Management Board Remuneration
27 – 28 Remuneration of Supervisory Board
27 Supervisory Board Remuneration System
28 Application of Supervisory Board Remuneration System in 2024 Financial Year
28 Individualised Disclosure of Supervisory Board Remuneration
29 – 31 Comparison of Development in Remuneration and Company Earnings
29 Other Provisions
32 – 35 Report of Independent Auditor on Formal Audit of Remuneration Report
01
Introduction
This remuneration report pursuant to § 162 of the German Stock Corporation Act (Aktiengesetz [AktG]) has been jointly prepared by the Management and Supervisory Boards. It presents and explains the remuneration granted and owed to current and former members of the Management and Supervisory Boards of q.beyond AG in the 2024 financial year on an individual basis. The remuneration system for the members of the Management and Supervisory Boards is clearly structured and easily understood. It complies with the requirements of the German Stock Corporation Act (AktG) in the version adopted to implement the Second Shareholders' Rights Directive (Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie [ARUG II]) dated 12 December 2019 and the recommendations of the German Corporate Governance Code (Deutscher Corporate Governance Kodex [DCGK]) in the version dated 28 April 2022.
Further information about the remuneration systems for the governing bodies of q.beyond AG is also available on the company's website at
www.qbeyond.de/remuneration.
Consistent with a resolution adopted by the Supervisory Board Audit Committee, both the form and the contents of this 2024 remuneration report have been audited by the external auditor.
All references to persons in this report are gender neutral, i.e. refer to person of all genders.
Due to figures being rounded up or down, adding the individual figures in this report may not produce the exact total stated. Similarly, percentages may not exactly reflect the figures stated to which they refer.
q.beyond Remuneration Report 2024
Review of 2024 Financial Year
Company Performance in 2024 Financial Year
The q.beyond Group generated revenues of € 192.6 million, EBITDA of € 10.5 million, and positive free cash flow of € 3.2 million in the past year and thus reached all targets stated at the beginning of the year. The company had originally planned for revenues of € 192 million to € 198 million, EBITDA of between € 8 million and € 10 million, and sustainably positive free cash flow.
In what was a very challenging economic climate, consistent implementation of the "2025 Strategy" enabled the company to improve its earnings strength even more significantly in the 2024 financial year than had originally been expected. The growth in all key figures and the achievement and surpassing of the forecast despite the ongoing recession in Germany show that, thanks to the 2025 Strategy, q.beyond AG is now well positioned. Its focused business model and lean organisation have enhanced its efficiency and resilience and, in conjunction with the more effective go-to-market approach, have made it easier for the company to seize opportunities arising in the market even in difficult conditions.
Governing Bodies of q.beyond AG
Management Board
The Management Board comprised the following individuals in the 2024 financial year:
- Thies Rixen, Chief Executive Officer (CEO)
- Nora Wolters, Chief Financial Officer (CFO)
Supervisory Board
The following individuals continued without amendment to act as shareholder representatives on the Supervisory Board in the 2024 financial year: Dr. Bernd Schlobohm (Chair), Ina Schlie (Deputy Chair), and Gerd Eickers. The former Supervisory Board member Dr.-Ing. Frank Zurlino passed away on 1 December 2023. Responding to a petition filed by the Management Board, Cologne District Court appointed Thorsten Dirks to the Supervisory Board on 25 January 2024. Thorsten Dirks was then elected to the Supervisory Board by the shareholders at the Annual General Meeting on 29 May 2024.
Martina Altheim and Matthias Galler continued without amendment to act as employee representatives on the Supervisory Board in the 2024 financial year.
The composition of the Supervisory Board Human Resources Committee, which is responsible for all matters pertaining to the Management Board, is also unchanged. It comprises the Supervisory Board members Dr. Bernd Schlobohm (Chair), Martina Altheim, and Gerd Eickers.
Review of 2024 Financial Year Remuneration of Management Board
03
Remuneration of Management Board
Overview of Management Board Remuneration System
Having been prepared by the Human Resources Committee, the remuneration system for members of the Management Board of q.beyond AG was originally approved by the Supervisory Board in accordance with § 87 (1) and § 87a (1) AktG on 25 November 2020 (Remuneration System 2021) and approved by 97.71% of the capital represented at the Annual General Meeting on 12 May 2021. In meeting its obligation to review the Management Board remuneration system on an ongoing basis and taking due account of the requirements of § 87a (1) AktG, at its meeting on 23 March 2023 the Supervisory Board adopted an amended remuneration system for the Management Board (Remuneration System 2023) that updated and amended individual aspects of the 2021 Remuneration System (adjustment to target remuneration structure).
The 2023 Remuneration System adopted by the Supervisory Board was approved with a 93.93% majority at the Annual General Meeting on 24 May 2023. The remuneration report on the remuneration granted and owed to individual members of the Management and Supervisory Boards of q.beyond AG in the 2023 financial year was approved with a 91.81% majority at the Annual General Meeting on 29 May 2024.
The remuneration of Management Board members consists of fixed and variable components.
The fixed non-performance-related component comprises basic remuneration, fringe benefits, and pension benefits. The following components are performance-related and thus variable: the short-term incentive (STI) and the long-term incentive (LTI).
Furthermore, the share ownership guidelines represent another material aspect of the remuneration system. These oblige members of the Management Board to hold a defined multiple of their fixed remuneration in q.beyond AG shares for the duration of their employment and two years beyond. Moreover, the Management Board remuneration system is supplemented by requirements governing the reduction in or reclaiming of performance-related remuneration components in specific cases and in connection with termination of activity on the Management Board.
Table 1 on Page 4 presents the basic components of the remuneration system for members of the Management Board at q.beyond AG.
Management Board members are obliged to hold a defined multiple of their fixed remuneration in q.beyond shares.
q.beyond Remuneration Report 2024
Table 1: Basic components of the remuneration system for members of the Management Board
Non-performance-related components
| Fixed remuneration | • Contractually agreed fixed remuneration, paid in 12 equal monthly instalments |
|---|---|
| Fringe benefits | • Company car and standard insurance benefits |
| Pension benefits | • Fixed contribution to company pension scheme (e.g. provident fund) |
Performance-related components
| Short-term incentive (STI) | |
|---|---|
| Plan type | • Annual target bonus plan |
| Cap | • 150% of the target amount |
| Performance criteria | • Revenues (as reported) |
| • EBITDA (as reported) | |
| • Free cash flow (as reported) | |
| • Respective weighting (20% – 50%) to be stipulated on an annual basis | |
| • Criteria-based modifier (0.8 – 1.2) to take account of non-financial/ | |
| ESG targets and extraordinary developments | |
| Payment | • In cash after completion of the financial year |
| Long-term incentive (LTI) | |
| Plan type | • Performance Share Plan |
| Cap | • 150% of the target amount |
| Performance criteria | • Relative Total Shareholder Return (TSR) |
| • ESG targets | |
| • Respective weighting (30% – 70%) to be stipulated per tranche | |
| Performance period | • Four years |
| Payment | • Basically in cash, alternatively in shares, after four-year performance period |
Other contractual provisions
| Maximum remuneration p.a. | · Maximum remuneration of € 900,000 per member of the Management Board |
|---|---|
| Share ownership guidelines | · Obligation to buy and hold shares in q.beyond AG in an amount of 200% (Chair of the Management Board, CEO or sole managing director) or 100% (ordinary Management Board members) of the annual fixed remuneration |
| · Obligation to hold for the entire term of office and for two years thereafter | |
| Malus/clawback | · Possibility to reduce or demand the return of the performance-related remuneration in the case of serious breaches or faulty consolidated accounts |
| Compensation cap | · Compensation payment restricted to twice the fixed annual remuneration, but to a maximum of the fixed remuneration to which the Management Board member is entitled for the remainder of the contract of employment |
Remuneration of Management Board
05
Strategy Reference of Management Board Remuneration
The Management Board remuneration system is closely linked to implementation of the company's strategy, which has the objective of sustainably increasing the company's value. Any such increase is driven by success in the operating business. The Management Board has therefore set clear targets for revenues, EBITDA, and free cash flow.
Sustainability is also an integral component of q.beyond's corporate strategy. The accelerating process of digital transformation at companies offers numerous growth opportunities for q.beyond. Its Management and Supervisory Boards view the resulting business success as going hand in hand with q.beyond's corporate responsibility for the environment and society.
In view of these factors, the Management Board remuneration system is an important management instrument and is geared towards promoting achievement of the core objectives of the corporate strategy. The performance criteria within the remuneration system incentivise the company's successful and sustainable growth and link Management Board remuneration to the company's short-term and long-term performance.
This objective is underlined by the structure stipulated for remuneration. A high share of remuneration is related to performance. The majority of performance-related remuneration is in turn linked to the achievement of long-term targets and thus aligned overall to the company's long-term and sustainable performance.
Table 2 on Page 6 presents the target remuneration for the Management Board and the relative shares of target total remuneration for the 2024 financial year that are attributable to individual remuneration components based on target achievement (TA) of 100% and the maximum possible target achievement of 150%.
Appropriateness of Management Board Remuneration
The Supervisory Board Human Resources Committee regularly reviews the appropriateness of Management Board remuneration, assesses the extent to which this is consistent with market norms, and, if necessary, proposes amendments to the Supervisory Board to ensure that the remuneration package for Management Board members is consistent with market norms and also competitive within the given framework.
The appropriateness of Management Board remuneration was most recently reviewed in the second half of 2022 in connection with the appointment of the two new Management Board members, Thies Rixen and Nora Wolters. Both external and internal comparisons were used for this purpose. In a horizontal comparison, Management Board remuneration was compared with that at a select group of peer-group companies, taking due account of the size-related criteria of revenues, annual earnings, and employee totals. This peer group comprises 14 listed companies with service portfolios comparable to q.beyond's portfolio. In a vertical comparison, Management Board remuneration is
q.beyond Remuneration Report 2024
Table 2: Target total remuneration of the Management Board
| Thies Rixen1 | Nora Wolters2 | |||||||
|---|---|---|---|---|---|---|---|---|
| 100% TA* | 150% TA | 100% TA | 150% TA | |||||
| € 000s | % | € 000s | % | € 000s | % | € 000s | % | |
| Non-performance-related remuneration | ||||||||
| Fixed remuneration | 300 | 49 | 300 | 39 | 220 | 48 | 220 | 39 |
| Fringe benefits | 10 | 1 | 10 | 1 | 5 | 1 | 5 | 1 |
| Pension benefits | 12 | 2 | 12 | 2 | 12 | 3 | 12 | 2 |
| Total fixed remuneration | 322 | 52 | 322 | 42 | 237 | 52 | 237 | 42 |
| One-year variable remuneration | ||||||||
| STI 2024 | 120 | 19 | 180 | 23 | 88 | 19 | 132 | 23 |
| Long-term variable remuneration | ||||||||
| LTI 2024 to 2027 (payment in 2028) | 180 | 29 | 270 | 35 | 132 | 29 | 198 | 35 |
| Total variable remuneration | 300 | 48 | 450 | 58 | 220 | 48 | 330 | 58 |
| Target total remuneration | 622 | 100 | 772 | 100 | 457 | 100 | 567 | 100 |
1 Management Board member since 1 October 2022.
2 Management Board member since 1 January 2023.
compared with that of senior management and the workforce, with consideration being given both to the status quo and to the development in these ratios over time. The Supervisory Board defines the term "senior management" as including all managers who, alongside the Management Board, are members of the management of q.beyond AG. The term "workforce" refers to all employees of the q.beyond Group employed in Germany.
The most recent review in the 2022 financial year concluded that, in absolute terms, the remuneration of the Management Board members is consistent with market norms and appropriate, but that the remuneration structure of the target total remuneration provided for in the Management Board employment contract with Thies Rixen deviated on
an annual basis from the corridors for the relative shares of remuneration components stipulated in the 2021 Remuneration System. In response, the Supervisory Board decided in September 2022 to amend the remuneration system in respect of the target remuneration structure. This decision was also implemented with the adoption of the updated 2023 Remuneration System on 23 March 2023. The adjustment to the Management Board remuneration system was then approved by the Annual General Meeting on 24 May 2023.
Remuneration of Management Board
07
Application of Remuneration System for Incumbent Management Board in 2024 Financial Year
Non-performance-related remuneration components
The annual fixed remuneration of the two Management Board members Thies Rixen and Nora Wolters amounts to € 300,000 and € 220,000 respectively and is paid in equal monthly instalments.
The fringe benefits granted to Management Board members mainly comprise the provision of a company car for business and private use (the company bears all costs of maintenance and use) or the payment of a car allowance, a half contribution to the contributions for existing health and long-term care insurance, and other insurance benefits customary to the market, such as contributions to a collective accident insurance policy.
Each Management Board member receives pension benefits in the form of a monthly fixed contribution of € 1,000 to an employer-financed pension fund.
Performance-related remuneration components
The performance-related components consist of the short-term incentive (STI) with a one-year performance period, and the long-term incentive (LTI) with a four-year performance period. A clear "pay for performance" approach is pursued, which provides both for ambitious internal targets and external performance comparison with listed companies which are comparable to q.beyond AG in terms of their service portfolios.
The granting of performance-related remuneration components solely at the discretion of the Supervisory Board (such as one-off remuneration for exceptional performance solely at the discretion of the Supervisory Board) is not permitted.
Short-term incentive (STI)
The STI is the short-term variable remuneration component and has a one-year term. The amount of STI depends on the achievement of financial performance criteria and on the criteria-based modifier to be determined by the Supervisory Board.
The components for measuring the STI target bonus are presented in the chart on Page 8. At the beginning of each financial year, the Supervisory Board newly determines the respective weightings of the financial performance criteria of revenues, EBITDA, and free cash flow within the possible corridors for each key figure.
q.beyond Remuneration Report 2024
Short-term incentive target bonus
Agreed financial performance criteria for STI in 2024 financial year and determined target achievement
For the 2024 financial year, the following weightings were agreed for the financial performance criteria:
- Consolidated revenues weighted at 30%
- Consolidated EBITDA weighted at 40%
- Consolidated free cash flow weighted at 30%.
The key performance targets are calculated based on the consolidated financial statements approved by the Supervisory Board for the 2024 financial year. Revenues are defined as total consolidated sales at the Group. EBITDA corresponds to consolidated earnings before interest, taxes on income, amortisation of deferred non-cash share-based remuneration, impairment losses on customer-related inventories, and depreciation and amortisation of and impairment losses on property, plant and equipment and intangible assets. Free cash flow presents the change in net liquidity/debt at the companies included in consolidation before acquisitions and dividend payments and including divestments.
For all key performance targets, the Supervisory Board determines lower and upper threshold values for each financial year, as well as a target achievement curve on the basis of which achievement of the respective performance target is determined. The target achievement is 100% if the performance target for the financial year corresponds to the target value. If the performance target reaches the upper threshold, the maximum value of 150% target achievement is reached. If the performance target exceeds the upper threshold, this does not lead to any further increase in target achievement. If the performance target falls short of the lower threshold, the minimum value of 0% target achievement is reached. Target achievements between the respective target achievement points (0%, 100%, 150%) are interpolated linearly.
The target achievement curves presented on the page to the right apply for the financial performance criteria in the 2024 financial year.
Remuneration of Management Board
Target achievement curves
q.beyond Remuneration Report 2024
Table 3: Target achievement for key performance targets for 2024 financial year
| € million | Threshold for 0% TA | Threshold for 50% TA | Threshold for 100% TA | Threshold for 150% TA | 2024 result | TA % |
|---|---|---|---|---|---|---|
| Performance target | ||||||
| Consolidated revenues | < 190.0 | 190.0 | 195.0 | 200.0 | 192.6 | 75.9% |
| Consolidated EBITDA | < 9.0 | 9.0 | 12.0 | 15.0 | 10.5 | 75.7% |
| Free cash flow | < 0.0 | 0.0 | 3.0 | 6.0 | 3.2 | 103.2% |
With regard to the financial performance criteria relevant for the 2024 financial year, after the end of the financial year the Supervisory Board determined the target achievements (TA) presented above in Table 3.
Determination of criteria-based modifier for STI in 2024 financial year
At the discretion of the Supervisory Board, the criteria-based modifier can be set within a range of 0.8 to 1.2. Alongside financial target achievement, the modifier allows the Supervisory Board to account in its assessment of STI both for environmental, social, and governance targets ("ESG targets") and for any extraordinary developments that may have occurred.
The ESG targets are derived from the company's sustainability strategy which, as presented on Page 11, currently comprises the two dimensions of "resistance" and "adaptability".
Two ESG sub-targets were agreed for the 2024 financial year.
ESG sub-target 1:
This target involves further developing the key figure system to measure the efficiency of core processes at q.beyond AG.
In the 2023 financial year, the Management Board already began work on defining suitable key figures to measure the efficiency of core processes at q.beyond AG, to determine their measurement methodology, and to aggregate these in a key figure system. For the 2024 financial year, the sub-target is deemed to have been 100% met if the design of the key figure system to determine the process efficiency of core processes has been definitively completed, basic measurement has been performed for all key figures in the 2024 financial year, and the respective targets for the key figures for the next three financial years have been defined and presented to the Supervisory Board or one of its committees in the 2024 financial year.
The Management Board provided a detailed presentation of the key figure system it has developed to the Supervisory Board at its meeting on 5 December 2024. Going beyond the requirements stipulated
Remuneration of Management Board
by the Supervisory Board, the Management Board has developed a digital dashboard which provides a clear real-time presentation, also in the form of charts, of all KPIs identified as relevant in the four core processes of product portfolio, sales, provision, and operations. This therefore provides the management with a key decision-making tool to promote the efficient management of individual company departments. The findings of regular customer satisfaction surveys were also integrated into the key figure system. This facilitates the earlier detection of any KPIs that are not developing in line with customer expectations. Furthermore, the key figure system makes it possible to perform more detailed and, in terms of the underlying processes, faster business and budgeting planning. This has already produced substantial cost savings.
In its assessment of this sub-target, the Supervisory Board therefore concluded that the Management Board has more than met sub-target 1 and allocated a sub-target factor of 1.1 to this sub-target.
ESG sub-target 2
A further sub-target agreed with the Management Board involved the inclusion of at least two new or additional digital sustainability solutions in the service portfolio of q.beyond AG in the 2024 financial year, as well as the performance of trials to test their marketability with customers.
This sub-target is deemed to have been 100% met if at least two new or additional portfolio components intended to promote sustainability (e.g. to promote a low-carbon economy, promote digital learning, create transparency about supply chains, reduce resource use, avoid waste, prevent cybercrime, etc.) have been defined by (the) q.beyond (Group) together with customers and tested in the 2024 financial year.
In the 2024 financial year, the company focused here in particular on expanding its range of services in the field of security and its portfolio of AI-based innovative consulting services and solutions.
Criteria catalogue for ESG targets
| Resistance | Adaptability | |||
|---|---|---|---|---|
| Sustainable growth | Robust core processes | Satisfied and innovative employees | Consistent customer focus | Portfolio that reacts quickly enough to the development of the economy, ecology, and society |
q.beyond Remuneration Report 2024
In expanding the security portfolio, one focus was placed on the product business handled via the indirect sales channel. Here, various security products were jointly launched with a sales partner. These included workshops offered to determine readiness for the NIS 2 legislation, the introduction of tools to analyse organisation-wide IT landscapes in terms of their security risks and data protection breaches, and a managed SIEM (Security Information Event Management) with Microsoft Sentinel.
With regard to AI-based innovative consulting services, one solution particularly worth mentioning is a series of workshops structured as a consecutive and cumulative customer journey intended to provide customers with step-by-step support in introducing and optimising AI-assisted technologies. This not only promotes efficiency and productivity, but also supports customers in achieving their sustainability targets (e.g. promoting digital skills and converting to more efficient working methods, thus reducing resource use). The workshop series initially concentrated on the "Microsoft Copilot" tool. Joint business workshops held with customers addressed areas including the identification of potential uses, in-depth training on targeted deployment of the tool, and customised application cases for putting AI to productive use.
With the range of services outlined above, the company already generated revenues of more than € 500k, some of which highly profitable, in the 2024 financial year.
Given the demonstrable economic success of the new portfolio components, the Supervisory Board concluded that sub-target 2 had also been surpassed and therefore allocated a sub-target factor of 1.1 to this sub-target.
Total target achievement for ESG targets within STI in 2024 financial year
When determining total target achievement for the ESG targets, both sub-targets are to be weighted equally, as is presented in Table 4.
Having exercised due discretion, the Supervisory Board is therefore of the opinion that, following overall assessment of the target achievement for both sub-targets, the preliminary criteria-based modifier amounts to 1.1.
Consistent with the relevant recommendation in the German Corporate Governance Code (DCGK), moreover, when determining the criteria-based modifier the Supervisory Board may also account for any exceptional developments occurring in the
Table 4: Total target achievement for ESG targets within STI in 2024 financial year
| Factor (unweighted) | Factor (weighted) | |
|---|---|---|
| ESG sub-target 1 (weighted at 50%) | 1.1 | 0.55 |
| ESG sub-target 2 (weighted at 50%) | 1.1 | 0.55 |
| Total | 1.1 |
Remuneration of Management Board
Table 5: Total target achievement and payment amount
| Management Board member Thies Rixen | Management Board member Nora Wolters | |
|---|---|---|
| TA revenues (weighted at 30%) | 23% | 23% |
| TA EBITDA (weighted at 40%) | 30% | 30% |
| TA free cash flow (weighted at 30%) | 31% | 31% |
| Total TA (weighted) | 84% | 84% |
| Criteria-based modifier | 1.1 | 1.1 |
| Total TA | 92.4% | 92.4% |
| Target amount of STI (€) | 120,000 | 88,000 |
| Payment amount (€) | 110,880 | 81,312 |
2024 financial year. Exceptional developments are rare one-off situations which are not adequately accounted for in the performance targets previously stipulated. Following detailed assessment, the Supervisory Board concluded that no exceptional developments required consideration in the 2024 financial year.
Having exercised due discretion, the Supervisory Board therefore set the criteria-based modifier intended to assess the degree of target achievement for the two ESG targets and the impact of extraordinary developments at 1.1.
Total target achievement for STI in 2024 financial year
The target amount of STI for the 2024 financial year amounts to € 120,000 (gross) for the Management Board member Thies Rixen, and to € 88,000 (gross) for the Management Board member Nora Wolters, in each case based on 100% target achievement (TA). The amount to be calculated and paid after the end of the financial year depends on achievement
of the financial performance criteria and the criteria-based modifier to be determined by the Supervisory Board (factor 0.8 to 1.2). Total TA may not exceed a maximum of 150%.
The total TA and payment amounts presented above in Table 5 were determined for the Management Board members for the 2024 financial year. The STI remuneration will be paid to the Management Board members at the end of May 2025.
Long-term incentive (LTI)
Basic features of LTI
The LTI is designed as a performance share plan and, as well as relative total shareholder return (relative TSR), also takes ESG targets into account. With a performance period of four years, the LTI is aligned to q.beyond's long-term and successful performance and, through its share price orientation, incentivises the continuous increase in the company value targeted in the growth strategy.
q.beyond Remuneration Report 2024
LTI performance share plan
The additional consideration of relative share performance compared to companies in a select peer group further aligns the interests of the Management Board and shareholders. Moreover, the ESG targets create a focus on the company's sustainable performance.
The components of the performance share plan are presented in the above chart. The weighting of the "Relative TSR" and "ESG targets" factors within the possible corridors is newly determined by the Supervisory Board at the beginning of each financial year. The target and threshold values remain valid throughout the four-year term of the tranche.
At the beginning of each tranche, a specific number of virtual shares is initially allocated to the Management Board member on a provisional basis. The number of virtual shares is determined by dividing the LTI target amount specified by the Supervisory Board by q.beyond's average share
price, calculated as the arithmetic mean of the closing prices of q.beyond shares over the last 60 stock exchange trading days prior to the start of the financial year. This figure is then rounded up to the nearest whole number.
The number of virtual shares finally granted at the end of the four-year performance period varies with the performance determined. It is also possible for all of the provisionally granted virtual performance shares to be forfeited. The final number is determined at the end of the performance period based on the two performance criteria of relative total shareholder return (TSR) and ESG targets. These two performance criteria are additively linked. The weighting of the two performance criteria is determined by the Supervisory Board prior to the beginning of each tranche; here, each criterion must be weighted at between $30\%$ and $70\%$ , and the two weightings must add up to $100\%$ .
Remuneration of Management Board
The final number of performance shares achieved at the end of the performance period is multiplied by the arithmetic mean of the closing prices of q.beyond shares over the last 60 stock exchange trading days prior to the end of the performance period. This amount is increased to account for the dividends accrued for q.beyond shares over the term and then paid.
The resulting pay-out is limited to 150% of the LTI target amount. The payment is generally made in cash. The Supervisory Board nevertheless reserves the right to settle the amount by drawing on the alternative of transferring q.beyond shares.
Performance criterion of "Relative TSR"
Total shareholder return (TSR) is calculated on the basis of the share price performance plus notionally reinvested gross dividends. In determining the relative TSR, the TSR of q.beyond shares during the four-year performance period is compared with the TSR of companies in a select peer group.
The peer group consists of the following 14 listed companies: adesso SE, All for One Group SE, Allgeier SE, Bechtle AG, Cancom SE, CENIT AG, Datagroup SE, GFT Technologies SE, KPS AG, PSI Software AG, Kontron AG (previously: S+T System Integration & Technology Distribution AG), secunet Security Networks AG, SNP Schneider-Neureither & Partner SE, and Softing AG. The calculation of the relative TSR only accounts for those peer-group companies that were listed throughout the performance period. Companies that were not consistently listed, or not listed at the end of the performance period, are excluded from the calculation of the relative TSR. The peer group comprises at least 10 companies.
The relative TSR is calculated for q.beyond AG and the companies in the select peer group over the four-year assessment period and determined on the basis of data from a recognised market data provider (e.g. Bloomberg, Thomson Reuters). For the opening and closing figures, reference is made to the average share price, calculated as the arithmetic mean of the closing prices of the
The long-term incentive is based on q.beyond's share price performance (TSR) compared with a peer group.
q.beyond Remuneration Report 2024
respective share (with all available decimal places) over the last 60 stock exchange trading days prior to the start and prior to the end of the performance period. On this basis, the TSR performance of all companies, including q.beyond AG, is ranked.
The degree of target achievement depends on the TSR percentile ranking achieved by q.beyond over the performance period compared with the TSR values at peer-group companies. If the percentile ranking achieved by q.beyond falls short of the 25th percentile, the degree of target achievement for the relative TSR target amounts to 0%. If q.beyond's percentile ranking reaches the 25th percentile, this corresponds to a 50% degree of target achievement for the relative TSR target. If q.beyond's percentile ranking reaches or exceeds the 75th percentile, then the degree of target achievement for the relative TSR target amounts to 150%. If q.beyond's percentile ranking exceeds the 25th percentile but does not reach the 75th percentile within the peer group, then the degree of target achievement for the relative TSR target is determined by linear interpolation between 50% target achievement at the 25th percentile and the maximum 150% target achievement at the 75th percentile. For intermediate values, the percentile is rounded up or down to two decimal places.
Performance criterion of "ESG targets"
The ESG targets are derived from q.beyond's sustainability management, which currently comprises the two dimensions of "resistance" and "adaptability". The Supervisory Board selects specific ESG targets for the respective tranche before the start of the performance period and determines the weighting of the individual ESG targets.
For the respective ESG targets, the Supervisory Board also determines the target value before the start of the performance period, lower and upper threshold values, and a target achievement curve on which basis target achievement is determined for the ESG targets. The target achievement from the ESG targets may amount to a maximum total of 150%.
Target achievement amounts to 100% if the respective ESG target corresponds to the target value. If the respective ESG target reaches the upper threshold value, the maximum value of 150% target achievement is reached. Further increases in the respective ESG target above the upper threshold value do not lead to any further increase in target achievement. If the respective ESG target is below the lower threshold value, the minimum value of 0% target achievement is reached. Target achievements between the respectively defined target achievement points (0%; 100%; 150%) are interpolated linearly.
The ESG targets selected for the respective tranche and their achievement are transparently reported ex post, i.e. after the event, in the remuneration report.
Total target achievement for LTI in 2024 financial year
No LTI target agreements for which the multiyear performance period expired as of 31 December 2024 were agreed with the incumbent Management Board members in the 2024 financial year.
Target achievement for the LTI trance incepted for the 2024 financial year will only be determined by the Supervisory Board after the end of the 2027 financial year.
Remuneration of Management Board
Application of Remuneration System for Former Management Board Members
At the beginning of the 2021 financial year, the Supervisory Board concluded an LTI agreement with Jürgen Herman, who was the sole member of the Management Board in the 2021 financial year, for the performance period from 1 January 2021 to 31 December 2024. Jürgen Hermann concluded his activity on the Management Board as of 31 March 2023.
The following key performance targets were agreed and weighted to determine the LTI payable to Jürgen Hermann for the performance period from 2021 to 2024:
- Relative total shareholder return ("Relative TSR"); target achievement weighted at 70%
- Two ESG sub-targets
- Customer net promoter score (NPS) greater than 15; target achievement weighted at 15%
- Reduction in CO₂ emissions from the sources of electricity, fuels for company cars/car allowance, and business travel by the 2024 financial year; target achievement weighted at 15%
Determination of conditionally granted performance shares
At the beginning of the performance period on 1 January 2021, Jürgen Hermann was conditionally granted a total of 124,138 (in words: one hundred and twenty four thousand, one hundred and thirty eight) performance shares. This calculation was based on the LTI target amount of € 180,000.00 contractually agreed with Jürgen Hermann and an average share price of € 1.45 per share (calculated as the arithmetic mean of the closing prices of q.beyond shares over the 60 stock exchange trading days prior to 1 January 2021). The number of performance shares was to be rounded up to the nearest whole number.
Calculation of LTI
The final total number of performance shares at the end of the performance period, and thus the amount of LTI remuneration, are determined by reference to the number of performance shares conditionally granted at the beginning of the performance period and the degree of target achievement for the key performance targets, taking due account of their respective weightings.
The calculation of the final total number of performance shares is thus based on the following formula:
$$
\frac{124,138 \text{ conditionally granted performance shares}}{ \left( \text{"Relative TSR" factor} \times 0.7 \right) + \left( \text{"ESG targets" factor} \times 0.3 \right)}
$$
Should this calculation not produce a whole number of performance shares, then the number of performance shares is rounded up to the nearest whole number.
q.beyond Remuneration Report 2024
Determination of "Relative TSR" factor
The total shareholder return (TSR) is calculated by reference to the performance of q.beyond's share price, plus hypothetically reinvested gross dividends. To determine the relative TSR, the TSR of q.beyond shares during the four-year performance period is compared with the TSR of a select peer group. This consisted without amendment of 14 companies throughout the entire performance period. The data for the relevant share prices (in each case including hypothetically reinvested gross dividends) have been obtained from market data provider Bloomberg.
The performance of the relevant share prices of the peer-group companies between 1 January 2021 and 31 December 2024 is presented in Table 6.
Target achievement is determined by reference to q.beyond's position in the target achievement curve presented above on the right and is measured in terms of the percentile ranking.
When compared with the total shareholder return (TSR) for the peer group, the TSR of q.beyond shares in the performance period from 2021 to 2024 reached a position below the 25th percentile ranking. Accordingly, target achievement amounts to $0\%$ , while the "Relative TSR" factor stands at 0.
Table 6: Performance of the relevant share prices of the peer-group companies
| Relevant share price on 1 January 2021 € | Relevant share price on 31 December 2024 € | Development in performance period | Peer group ranking | |
|---|---|---|---|---|
| GFT Technologies SE | 11.31 | 23.17 | +104.86% | 1st |
| All for One Group SE | 52.13 | 58.97 | +13.12% | 2nd |
| Datagroup SE | 44.77 | 46.69 | +4.29% | 3rd |
| Kontron AG (previously: S+T AG) | 18.62 | 19.38 | +4.08% | 4th |
| SNP SE | 52.58 | 52.78 | +0.38% | 5th |
| Adesso SE | 83.62 | 82.92 | -0.84% | 6th |
| Allgeier SE | 17.18 | 16.84 | -1.98% | 7th |
| PSI Software AG | 24.13 | 22.23 | -7.87% | 8th |
| CENIT AG | 12.99 | 10.21 | -21.40% | 9th |
| Softing AG | 5.23 | 3.96 | -24.28% | 10th |
| Cancom SE | 42.89 | 27.28 | -36.40% | 11th |
| Bechtle AG | 56.96 | 34.72 | -39.04% | 12th |
| q.beyond AG | 1.46 | 0.74 | -49.32% | 13th |
| Secunet Security Networks AG | 256.12 | 113.42 | -55.72% | 14th |
| KPS AG | 5.00 | 0.90 | -81.80% | 15th |
Remuneration of Management Board
Target achievement curves
$\odot$ Actual target achievement 2021-2024
LTI for relative total shareholder return (TSR)
Net promoter score
Reduction in $\mathrm{CO}_{2}$ emissions
q.beyond Remuneration Report 2024
Determination of "ESG targets" factor
Sub-target 1
This sub-target involves the customer net promoter score (NPS). q.beyond regularly performs internal surveys of its customers to measure customer satisfaction. In the context of relevant contacts, customers are continually asked how satisfied they are with the quality of the services performed. The rating system used corresponds to German school grades of 1 to 6. The grades received are subsequently converted into NPS format:
- Surveyed customers who grant grades of between 1 and 1.9 are counted as promoters.
- Surveyed customers who grant grades of 4 or worse are defined as detractors.
- Surveyed customers who award grades of between 2 and 3.9 are classified as being neutral towards the company and omitted from the calculation of the net promoter score.
To determine the NPS, the percentage share of detractors is deducted from the percentage share of promoters. The difference corresponds to the net promoter score, which may range from -100 to +100.
The target achievement curve presented on Page 19 was determined in the LTI target agreement concluded with Jürgen Hermann.
The customer satisfaction survey performed for the 2024 calendar year resulted in a net promoter score of +33.3. This survey involved the participation of so-called "A", "B", and "C" customers from
across all business fields. In determining the NPS, the survey results of all customers were weighted equally and irrespectively of their business field allocation. Accordingly, the factor for ESG sub-target 1 amounts to 1.5.
ESG sub-target 2
A further sub-target relates to reducing $\mathrm{CO}_{2}$ emissions from the sources of electricity, business travel, and fuel for company cars/car allowance by the 2024 financial year.
In determining its $\mathrm{CO}{2}$ footprint in accordance with the Greenhouse Gas Protocol, q.beyond AG calculated $\mathrm{CO}{2}$ emissions of 1,586.7 tonnes from the sources of electricity and of fuel for company cars/car allowance in the 2019 financial year.
In the LTI target agreement concluded with Jürgen Hermann for the performance period from 2021 to 2024, it was agreed that the $\mathrm{CO}_{2}$ emissions from the aforementioned sources should be reduced significantly by the end of the 2024 financial year. The target achievement curve thereby determined is presented on Page 19.
The $\mathrm{CO}{2}$ emissions determined in accordance with the Greenhouse Gas Protocol for the sources of electricity and of fuel for company cars/car allowances at the end of the 2024 financial year amounted to just 608 tonnes. This corresponds to a reduction by 978.7 tonnes of $\mathrm{CO}{2}$, or around $62\%$, compared with the initial value at the beginning of the performance period. Accordingly, the factor for ESG sub-target 2 amounts to 1.5.
Remuneration of Management Board
Total target achievement and LTI payment amount
The calculation of total target achievement for the LTI in the performance period from 2021 to 2024 is presented in Table 7.
The LTI payment amount is calculated based on the final total number of performance shares multiplied by the arithmetic mean of the closing prices (with all available decimal places) of q.beyond shares in
Xetra trading at Frankfurt Stock Exchange (or any successor system replacing Xetra) over the last 60 stock exchange trading days prior to the end of the performance period (rounded up or down to two decimal places) and the dividends paid for q.beyond shares during the performance period ("dividend equivalent"), as presented in Table 8.
The LTI remuneration will be paid to the former Management Board member Jürgen Hermann at the end of May 2025.
Table 7: Total target achievement for LTI in 2024 financial year
| Factor (unweighted) | Factor (weighted) | |
|---|---|---|
| Relative TSR (weighted at 70%) | 0 | 0 |
| ESG sub-target 1 (weighted at 15%) | 1.5 | 0.225 |
| Relative TSR (weighted at 15%) | 1.5 | 0.225 |
| Total | 0.45 |
Table 8: LTI payment amount in 2024 financial year
| Number of performance shares conditionally granted at beginning of performance period (1 January 2021) | 124,138 |
|---|---|
| multiplied by target achievement factor | 0.45 |
| Final total number of performance shares (rounded up to whole number) | 55,863 |
| multiplied by arithmetic mean of closing prices of q.beyond shares in Xetra trading on Frankfurt Stock Exchange in the last 60 stock exchange trading days prior to the end of the performance period (31 December 2024); no correction for dividend equivalent required | € 0.74 |
| Payment amount in € | 41,339 |
q.beyond Remuneration Report 2024
Other Remuneration-Related Regulations
Share ownership guidelines
Each full member of the Management Board is obliged to acquire q.beyond shares with a value equivalent to one annual basic remuneration (gross) and to hold these shares for the whole term of his or her appointment to the Management Board and for two years following the expiry of such; a Chair of the Management Board, CEO or sole Management Board member has to acquire and hold shares with a value equivalent to twice his or her annual basic remuneration (gross). This further aligns the interests of the Management Board and shareholders and places the focus even more clearly on q.beyond's long-term and sustainable performance. The annual minimum investment amount stands at 25% of the annual net amount paid for the performance-related components of remuneration (STI and LTI) until the agreed investment volume is reached. Fulfilment of the obligation to acquire and hold shares is based on the purchase price of the shares at the time of acquisition.
Thies Rixen held a total of 300,000 shares in q.beyond AG as of 1 January 2023. The share ownership requirement for a full Management Board member, namely of holding shares with a value equivalent to one annual basic remuneration (gross), was therefore met. Due to his appointment as Chief Executive Officer of q.beyond AG as of 1 April 2023, Thies Rixen is obliged to acquire and hold further shares in q.beyond AG up to an amount equivalent to twice his annual basic remuneration (gross).
Consistent with the provisions of their respective Management Board employment contracts, in April 2024 Thies Rixen and Nora Wolters used 25% of the net payment amount of their performance-related remuneration disbursed for the 2023 financial year, corresponding to € 96,360 and € 70,664 respectively, to acquire further shares in q.beyond AG. Reference is made to the notifications of managers' transactions published on the website of q.beyond AG for details of share purchases made by members of the Management Board in the 2024 financial year.
As of 31 March 2023, the date on which he stood down from the Management Board, Jürgen Hermann held 1,000,000 shares in q.beyond AG. Based on the respective entry in the company's Share Register, his holding was unchanged as of 31 December 2024 and still amounted to 1 million shares.
Compliance with maximum remuneration of Management Board members
The remuneration of Management Board members is capped in two respects. On the one hand, caps have been set for each of the performance-related components; like in the previous remuneration system, in the current remuneration system these amount to 150% of the target amount both for the STI and for the LTI.
On the other hand, pursuant to § 87a (1) Sentence 2 No. 1 AktG, the Supervisory Board has set a maximum level of remuneration which limits the total amount of remuneration granted for a given financial year (comprising annual fixed remuneration, fringe benefits, pension benefits, STI and LTI claims) irrespective of the time of payment.
The maximum remuneration for each member of the Management Board amounts to € 900,000. This maximum limit was complied with in all aspects of the non-performance-related and performance-related remuneration granted and owed in the 2024 financial year.
Remuneration of Management Board
Post-employment benefits
In the event of premature termination of the Management Board position, payments to the Management Board member (including fringe benefits) may not exceed the value of two years' annual basic remuneration (cap on severance pay) and the value of annual fixed remuneration for the remaining term of the employment contract. In the event of premature termination of the employment contract at the request of the Management Board member or for compelling reason for which the Management Board member is responsible, the Management Board member is not entitled to any payments.
In the event of temporary inability to work due to illness, accident, or other reason for which the Management Board member is not responsible, the company will pay the Management Board member the annual basic remuneration at an unchanged amount for an uninterrupted period of six months, but for no longer than until the end of the term of the employment contract. If the Management Board member dies during the term of the employment contract, his widow and his children, provided that they have not yet reached the age of 25, are entitled as joint creditors to undiminished continued payment of the annual basic remuneration for the remainder of the month in which the Management Board member died and for three subsequent months, but for no longer than until the end of the term of the employment contract irrespective of the death of the Management Board member.
In the event of temporary inability to work or the death of the Management Board member, the performance-related remuneration is paid immediately after the end of the employment contract. In the case of STI, the payment amount corresponds to the annual target amount, reduced as appropriate by 1/12 for each month in which the employment contract no longer applied in the given financial year. For LTI, all conditionally granted performance shares whose performance period has not yet been completed are paid immediately after the end of the employment contract. The payment amount corresponds to the cumulative target amount for all outstanding tranches, with the target amount for the financial year in which the employment relationship ends being reduced by 1/12 for each month in which the employment contract no longer applied in the given financial year.
Retrospective prohibition of competition/change of control
No retrospective prohibition on competition has been agreed in the current Management Board employment contract. Similarly, no commitments have been provided to make payments should the employment contract be prematurely terminated by the Management Board member as a result of a change of control.
Malus/clawback
In justified cases, the Supervisory Board has the option of reducing or reclaiming performance-related remuneration in whole or in part (malus and clawback regulation). This possibility exists in the event of a serious violation of legal or contractual obligations or of key principles governing the company's actions (e.g. in the code of conduct or the compliance guidelines).
In addition, the company is entitled to request repayment by the Management Board member of any performance-related remuneration already paid if, subsequent to such payment, it transpires that the audited and approved consolidated financial
q.beyond Remuneration Report 2024
statements on which calculation of the payment amount was based were objectively incorrect and therefore require correction in accordance with the relevant accounting regulations, and that a lower amount of performance-related remuneration, or no such remuneration, would have been owed based on the corrected consolidated financial statements. This does not require the Management Board member to be responsible for the need to correct the consolidated financial statements.
The possibility of withholding or reclaiming remuneration also applies if the position or employment relationship with the Management Board member has already ended at the time at which the claim to withholding arises or the maturity of the repayment claim has already expired. Repayment of performance-related remuneration is excluded if the remuneration was paid more than two years previously.
Statutory sanction and clawback rights against the Management Board member, in particular the assertion of damages pursuant to § 93 AktG and the right to dismiss the Management Board member for compelling reason or to terminate the employment contract, remain unaffected by these provisions.
No circumstances necessitating application of the malus or clawback regulations became known or arose in the 2024 financial year.
Third-party payments
No payments were committed or granted by any third party to Management Board members in connection with their activities as such in the past financial year.
Individualised Disclosure of Management Board Remuneration
Remuneration granted and owed to incumbent Management Board in 2024 financial year
Table 9 on Page 25 presents the fixed and variable remuneration components, including their relative shares pursuant to §162 AktG, which were granted and owed for the 2024 financial year to the incumbent members of the Management Board in the 2024 financial year. The relative shares relate to the remuneration components granted and owed in the respective financial year pursuant to §162 (1) Sentence 1 AktG.
The table includes all amounts actually paid to the Management Board (remuneration granted) and the remuneration that is legally due but which has not been paid (remuneration owed) for the work performed in the 2024 financial year. The short-term variable remuneration (STI) for the 2024 financial year is viewed as remuneration owed, as the work underlying this remuneration had been fully performed as of the balance sheet date on 31 December 2024, even though the STI will only be paid in May 2025.
The LTI remuneration for the tranches incepted in the 2022, 2023, and 2024 financial years is neither granted nor owed, as achievement of the targets can only be determined once the respective four-year performance period has ended.
Remuneration of Management Board
Table 9: Remuneration granted and owed to incumbent Management Board in 2024 financial year
| Thies Rixen | Nora Wolters | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 financial year | 2023 financial year | 2024 financial year | 2023 financial year | |||||
| € 000s | % | € 000s | % | € 000s | % | € 000s | % | |
| Non-performance-related remuneration | ||||||||
| Fixed remuneration | 300 | 69 | 300 | 73 | 220 | 69 | 220 | 71 |
| Fringe benefits | 10 | 2 | 4 | 1 | 4 | 1 | 5 | 2 |
| Pension benefits | 12 | 3 | 12 | 3 | 12 | 4 | 12 | 4 |
| Total fixed remuneration | 322 | 74 | 316 | 77 | 236 | 74 | 237 | 77 |
| One-year variable remuneration | ||||||||
| Short-term incentive (STI) | 111 | 26 | 96 | 23 | 81 | 26 | 71 | 23 |
| Multiyear variable remuneration | ||||||||
| Long-term incentive (LTI) | - | - | - | - | - | - | - | - |
| Total variable remuneration | 111 | 26 | 96 | 23 | 81 | 26 | 71 | 23 |
| Total remuneration | 433 | 100 | 412 | 100 | 317 | 100 | 308 | 100 |
Table 10: Remuneration granted and owed to former Management Board members in 2024 financial year
| Jürgen Hermann1 | ||||
|---|---|---|---|---|
| 2024 financial year | 2023 financial year | |||
| € 000s | % | € 000s | % | |
| Non-performance-related remuneration | ||||
| Fixed remuneration | - | - | 75 | 46 |
| Fringe benefits | - | - | 1 | 1 |
| Pension benefits | - | - | 12 | 7 |
| Total fixed remuneration | - | - | 88 | 54 |
| One-year variable remuneration | ||||
| Short-term incentive (STI) | - | - | 30 | 18 |
| Multiyear variable remuneration | ||||
| Long-term incentive (LTI), 2021 – 2024 | 41 | 100 | - | - |
| Long-term incentive (LTI), 2023 – 2026 | - | - | 45 | 28 |
| Total variable remuneration | 41 | 100 | 75 | 46 |
| Total remuneration | 41 | 100 | 163 | 100 |
1 Management Board member until 31 March 2023.
q.beyond Remuneration Report 2024
Remuneration granted and owed to former Management Board members in 2024 financial year
Table 10 on Page 25 provides an overview of the variable remuneration components, including their relative shares pursuant to § 162 AktG, which are owed to former Management Board members. The relative shares relate to the remuneration components granted and owed in the respective financial year pursuant to § 162 (1) Sentence 1 AktG.
The table includes all remuneration that is legally due but which has not been paid (remuneration owed) to the former Management Board member in respect of commitments made for the work performed in the performance period from 2021 to 2024.
The long-term variable remuneration (LTI) for the 2024 financial year is viewed as remuneration owed, as the work underlying this remuneration had been fully performed as of the balance sheet date on 31 December 2024, even though the LTI will only be paid in May 2025.
Stock options committed to incumbent and former Management Board members
In August 2015, the Supervisory Board of q.beyond AG adopted the 2015 stock option plan (SOP 2015), which provides for the issue of convertible bonds with a nominal amount of € 0.01 each to members of the Management Board of q.beyond AG. In August 2015, the Supervisory Board allocated a total of 200,000 convertible bonds from this plan to the former Management Board member Stefan Baustert, who left the company as of 31 December 2019.
As of 31 December 2023, Stefan Baustert still held 75,000 convertible bonds which he had subscribed on 15 January 2016 (exercise price: € 1.42). These convertible bonds lapsed without compensation in January 2024. Consistent with the terms and conditions of the bond, however, q.beyond AG is obliged to repay the issue amount plus interest of 3.5% p.a. to bond creditors at the end of the term. The company fulfilled its repayment obligation towards Stefan Baustert, amounting to € 961k (including interest of € 211k), in February 2024.
Remuneration of Supervisory Board
Remuneration of Supervisory Board
Supervisory Board Remuneration System
The Supervisory Board is tasked with advising the Management Board and monitoring its management of the company. Supervisory Board members receive appropriate fixed remuneration, the structure and amount of which take into account the requirements and responsibilities of the office as well as the time commitment. In particular, appropriate account is taken of the greater time commitment required of the Supervisory Board Chair, the Deputy Supervisory Board Chair, and the Chairs and members of committees, with the exception of the Nomination Committee. The company reimburses Supervisory Board members for any expenses they incur in discharging their mandates, as well as for any value-added tax attributable to their remuneration.
The granting of exclusively non-performance-related remuneration enables the Supervisory Board to discharge its duties neutrally and objectively in the interests of the company. Furthermore, the company thus complies with the suggestion made by the German Corporate Governance Code. Moreover, the Supervisory Board remuneration system contributes to promoting the company's business strategy and its long-term performance. It also enables the company to attract highly qualified candidates for Supervisory Board positions.
The Supervisory Board remuneration system is governed by §15a of the Articles of Association and was most recently approved with a 97.92% majority of capital represented at the Annual General Meeting on 12 May 2021.
In accordance with the requirements of stock corporation law, the remuneration of Supervisory Board members is reviewed at least once every four years and a resolution on this remuneration is requested from the Annual General Meeting. In preparation for the decision to be taken by the Supervisory Board with regard to Supervisory Board remuneration, the Human Resources Committee reviewed the remuneration for Supervisory Board members of q.beyond AG as stipulated in §15a of the Articles of Association and the remuneration system for Supervisory Board members adopted by the Annual General Meeting on 12 May 2021.
This review did not result in any requirement for structural amendments. The existing system has proved appropriate. It conforms to customary market standards and legal requirements, while also accounting for the recommendations made by the German Corporate Governance Code. The level of remuneration paid is appropriate, also when compared with Supervisory Board remuneration at other comparable listed companies.
Based on the draft resolution submitted by the Human Resources Committee, in March 2025 the Supervisory Board decided to propose to the Annual General Meeting of q.beyond AG on 22 May 2025 that the remuneration system for Supervisory Board members most recently adopted by the Annual General Meeting on 12 May 2021 should be confirmed without amendment, as should the remuneration of Supervisory Board members derived on this basis and stipulated in §15a of the Articles of Association of q.beyond AG.
q.beyond Remuneration Report 2024
Table 11: Remuneration granted and owed to Supervisory Board members in 2024 financial year
| € 000s | Total remuneration | of which for committee activities |
|---|---|---|
| Dr. Bernd Schlobohm, Chair | 95 | 25 |
| Ina Schlie, Deputy Chair | 65 | 15 |
| Gerd Eickers | 42 | 7 |
| Thorsten Dirks | 41 | 8 |
| Matthias Galler* | 35 | - |
| Martina Altheim* | 40 | 5 |
| Total | 318 | 60 |
- Employee representatives.
Application of Supervisory Board Remuneration System in 2024 Financial Year
Consistent with the Articles of Association, the members of the Supervisory Board receive fixed annual remuneration of € 35k that is payable after the end of the financial year. The Chair and his or her Deputy receive € 70k and € 50k respectively.
In addition to remuneration for their duties on the Supervisory Board, each Supervisory Board member receives separate remuneration of € 5k for their activities in any Supervisory Board committee (except the Nomination Committee). Committee chairs receive € 10k. Supervisory Board members who sit on several committees nevertheless receive a maximum total of € 25k. Supervisory Board members sitting on the Supervisory Board or a committee for only part of a given financial year receive prorated remuneration. The Supervisory Board or committee member receives only 50% of the envisaged remuneration if he or she has not attended at least 75% of the meetings.
In the 2024 financial year, the Supervisory Board remuneration system was applied in all of the aspects governed by §15a of the Articles of Association. Supervisory Board members did not receive any further remuneration or benefits in the year under report for services provided on a personal basis, and in particular for any advisory or intermediary services. Furthermore, the Supervisory Board members were not granted any loans or advance payments, neither did the company assume any liabilities on their behalf.
Individualised Disclosure of Supervisory Board Remuneration
Table 11 above presents the remuneration which was granted and owed to the present members of the Supervisory Board pursuant to §162 AktG in the 2024 financial year. Pursuant to §15a of the Articles of Association, Supervisory Board remuneration is payable in full after the end of the financial year. This involves the fixed remuneration owed for activity on the Supervisory Board and its committees in the 2024 financial year. No variable remuneration is granted or owed. No remuneration was either granted or owed to former Supervisory Board members in the 2024 financial year.
Comparison of Development in Remuneration and Company Earnings Other Provisions
29
Comparison of Development in Remuneration and Company Earnings
Pursuant to § 162 (1) Sentence 2 AktG, the comparison presented on Pages 30 and 31 (Tables 12 and 13) shows the annual change in remuneration granted and owed to current and former Management and Supervisory Board members, the development in earnings at q.beyond AG, and the annual change in average remuneration paid to employees on a full-time equivalent basis compared with the previous financial year.
The earnings performance is presented by reference to annual net income at q.beyond AG.
The presentation of average remuneration paid to employees is based on the workforce at q.beyond AG excluding trainees; this comprised an average total of 885 employees (FTE) in the financial year under report (previous year: 945 FTE). Average remuneration comprises personnel expenses for wages and salaries, fringe benefits, employer contributions to social security, and components of short-term variable remuneration attributable to the financial year under report.
Other Provisions
The company maintains a directors' and officers' loss liability insurance policy for members of its governing bodies and specific senior managers. This policy is concluded and extended each year. The insurance policy provides cover for the risk of personal liability in the event of the group of persons thereby covered being held liable for financial losses arising due to the performance of their activities. The policy concluded for the 2024 financial year includes a deductible for the Management Board that complies with the requirements of the German Stock Corporation Act (AktG).
q.beyond Remuneration Report 2024
Table 12: Comparison of development in remuneration and company earnings for Management Board members
| Remuneration granted and owed in 2020 | Remuneration granted and owed in 2021 | Change in 2021 compared with 2020 | Remuneration granted and owed in 2022 | Change in 2022 compared with 2021 | |||
|---|---|---|---|---|---|---|---|
| € 000s | € 000s | € 000s | % | € 000s | € 000s | % | |
| Incumbent Management | |||||||
| Board members | |||||||
| Jürgen Hermann^{1} | 852 | 408 | (444) | (52) | 325 | (83) | (20) |
| Thies Rixen^{2} | - | - | - | - | 84 | +84 | - |
| Nora Wolters^{3} | - | - | - | - | - | - | - |
| Former Management | |||||||
| Board members | |||||||
| Jürgen Hermann | - | - | - | - | - | - | - |
| Employees | |||||||
| Average remuneration of employees at q.beyond AG | 86 | 90 | +4 | +5 | 84 | (6) | (7) |
| Earnings performance | |||||||
| Annual net income | |||||||
| at q.beyond AG | (23,703) | 18,608 | +42,311 | - | (21,037) | (39,645) | - |
Table 13: Comparison of development in remuneration and company earnings for Supervisory Board members
| Remuneration granted and owed in 2020 | Remuneration granted and owed in 2021 | Change in 2021 compared with 2020 | Remuneration granted and owed in 2022 | Change in 2022 compared with 2021 | |||
|---|---|---|---|---|---|---|---|
| € 000s | € 000s | € 000s | % | € 000s | € 000s | % | |
| Supervisory Board members | |||||||
| Dr. Bernd Schlobohm^{4} | 95 | 95 | - | - | 95 | - | - |
| Ina Schlie^{5} | 45 | 45 | - | - | 45 | - | - |
| Gerd Eickers^{6} | 40 | 40 | - | - | 40 | - | - |
| Thorsten Dirks^{7} | - | - | - | - | - | - | - |
| Matthias Galler^{8} | 35 | 35 | - | - | 35 | - | - |
| Martina Altheim^{9} | 40 | 40 | - | - | 40 | - | - |
| Former Supervisory | |||||||
| Board members | |||||||
| Dr. Frank Zurlino^{10} | 60 | 60 | - | - | 60 | - | - |
| Employees | |||||||
| Average remuneration of employees at q.beyond AG | 86 | 90 | +4 | +5 | 84 | (6) | (7) |
| Earnings performance | |||||||
| Annual net income | |||||||
| at q.beyond AG | (23,703) | 18,608 | +42,311 | - | (21,037) | (39,645) | - |
Comparison of Development in Remuneration and Company Earnings
| Remuneration granted and owed in 2023 | Change in 2023 compared with 2022 | Remuneration granted and owed in 2024 | Change in 20234 compared with 2023 | ||
|---|---|---|---|---|---|
| € 000s | € 000s | % | € 000s | € 000s | % |
| Incumbent Management | |||||
| Board members | |||||
| 163 | (162) | 50 | - | (163) | (100) |
| 412 | +328 | - | 433 | +21 | +5 |
| 308 | - | - | 317 | +9 | +3 |
| Former Management | |||||
| Board members | |||||
| - | - | - | 41 | +41 | - |
| Employees | |||||
| Average remuneration of | |||||
| 87 | +3 | +3 | 90 | +3 | +3 |
| Earnings performance | |||||
| Annual net income | |||||
| (26,653) | (5,616) | (27) | (6,066) | +20,587 | +77 |
Member of the
Management Board:
1 Until 31 March 2023.
2 Since 1 October 2022.
3 Since 1 January 2023.
| Remuneration granted and owed in 2023 | Change in 2023 compared with 2022 | Remuneration granted and owed in 2024 | Change in 2024 compared with 2023 | ||
|---|---|---|---|---|---|
| € 000s | € 000s | % | € 000s | € 000s | % |
| Supervisory Board members | |||||
| 95 | - | - | 95 | - | - |
| 46 | +1 | +2 | 65 | +19 | +41 |
| 40 | - | - | 42 | +2 | +5 |
| - | - | - | 41 | - | - |
| 35 | - | - | 35 | - | - |
| 40 | - | - | 40 | - | - |
| Former Supervisory | |||||
| Board members | |||||
| 55 | (5) | (8) | - | - | - |
| Employees | |||||
| Average remuneration of | |||||
| 87 | +3 | +3 | 90 | +3 | +3 |
| Earnings performance | |||||
| Annual net income | |||||
| (26,653) | (5,616) | (27) | (6,066) | +20,587 | +77 |
q.beyond Remuneration Report 2024
Report of Independent Auditor on Formal Audit of Remuneration Report
To q.beyond AG, Köln
We have audited the appended remuneration report of q.beyond AG, Cologne, for the financial year from 1 January 2024 to 31 December 2024, including the related disclosures, which was prepared to comply with § 162 of the German Stock Corporation Act (AktG).
Responsibilities of the Executive Directors and the Supervisory Board
The Executive Directors and the Supervisory Board of q.beyond AG are responsible for the preparation of the remuneration report, including the related disclosures, that complies with the requirements of § 162 AktG. The Executive Directors and the Supervisory Board are also responsible for the internal controls they consider to be necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud (i.e. manipulations of accounting and misappropriation of assets) or error.
Auditor's responsibilities
Our responsibility is to express an opinion on this remuneration report, including the related disclosures, based on our audit. We conducted our audit in accordance with German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany [IDW]). Those standards require that we comply with professional requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report, including the related disclosures, is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts including the related disclosures stated in the remuneration report. The procedures selected depend on the auditor's judgment.
Report of Independent Auditor
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This includes the assessment of the risks of material misstatement of the remuneration report including the related disclosures, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the preparation of the remuneration report including the related disclosures. The objective of this is to plan and perform audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Executive Directors and the Supervisory Board, as well as evaluating the overall presentation of the remuneration report including the related disclosures.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Audit opinion
In our opinion, based on the findings of our audit, the remuneration report for the financial year from 1 January to 31 December 2024, including the related disclosures, complies in all material respects with the accounting provisions of § 162 AktG.
Reference to other matter – formal audit of the remuneration report
The audit of the content of the remuneration report described in this auditor's report includes the formal audit of the remuneration report required by § 162 (3) AktG, including the issuance of a report on this audit. As we express an unqualified audit opinion on the content of the remuneration report, this audit opinion also confirms that the information required by § 162 (1) and (2) AktG has been disclosed in all material respects in the remuneration report.
q.beyond Remuneration Report 2024
Limitation of liability
We issue this auditor's report on the basis of the engagement agreed with q.beyond AG. The audit has been performed for the purposes of the company and the auditor's report is solely intended to inform the company as to the results of the audit and may not be used for purposes other than those intended. This auditor's report is not intended for any third parties to base any (financial) decisions thereon.
This engagement is subject, also in respect of third parties, to the General Engagement Terms for German Public Auditors and Public Audit Firms in the version dated 1 January 2024 (www.mazars.de/Home/Services/Audit-Assurance/Auftragsbedingungen). We additionally refer to the liability provisions and the exclusion of liability towards third parties set out in Paragraph 9 of that document. We assume no responsibility, liability, or any other obligation towards third parties unless we have concluded a written agreement to contrary effect with the third party or such exclusion of liability is ineffective.
We explicitly point out that, unless legally obliged to do so, we will not update this auditor's opinion to account for events or circumstances arising subsequent to its issue. Any persons acknowledging the findings of our activities as summarised in the above auditor's opinion must decide at their own responsibility as to whether and in what form these are useful and suitable for their purposes and, based on their own further investigations, extend, verify or update this information.
Cologne, 25 March 2025
Forvis Mazars GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft
Martin Schulz-Danso
Wirtschaftsprüfer
(German Public Auditor)
Barbara Arnold
Wirtschaftsprüferin
(German Public Auditor)
Report of Independent Auditor
35
For further information: www.qbeyond.de/en