Principles of Board of Management remuneration
The remuneration system for the Board of Management aims to remunerate its members commensurately with their areas of activity and responsibility and in compliance with applicable law. The adequate combination of non-performance-related and performance-related components of remuneration is designed to create an incentive to secure the Group’s long-term success. The fixed component of remuneration is paid as a base salary; the variable components are intended to reflect, clearly and directly, the joint performance of the members of the Board of Management as a whole, as well as the long-term performance of the Group. The interests of all stakeholders, in particular those of the shareholders as the owners of the Company and those of the employees, are harmonized through the focus on the Group’s long-term success.
For each upcoming financial year, the Presidential Committee at first prepares a review by the Supervisory Board of the system and level of remuneration on the basis of a comparison with competitors. The main focus is on checking for appropriateness, based on a horizontal and vertical comparison. In the horizontal comparison, the following aspects are given particular attention in relation to a group of comparable companies in Germany:
- the effects of the individual fixed and variable components, that is, the methods behind them and their performance parameters;
- the relative weighting of the components, that is, the relationship between the fixed base salary and the short-term and long-term variable components;
- and the target remuneration consisting of base salary, annual bonus and long-term variable remuneration, also with consideration of entitlement to a retirement pension and fringe benefits.
The vertical comparison focuses on the ratio of Board of Management remuneration to the remuneration of the senior executives and the entire workforce of Daimler AG in Germany, also in terms of development over time. The Supervisory Board has defined the group of senior executives for this purpose.
In carrying out this review, the Presidential Committee and the Supervisory Board consult independent external advisors.
If the review results in a need for changes to the remuneration system for the Board of Management, the Presidential Committee submits the relevant proposals to the entire Supervisory Board for its approval.
On the basis of the approved remuneration system, the Supervisory Board decides at the beginning of the year on the base and target remuneration for the individual members of the Board of Management as well as on total remuneration limits. It also decides on the relevant performance parameters and the respective targets that are to be used in the bonus calculations for the upcoming financial year. Furthermore, individual targets and compliance goals are decided upon for each member of the Board of Management and additional non-financial goals related to sustainability are drawn up for the Board of Management as a whole. Both the individual goals, including the compliance goals, and the non-financial goals for the Board of Management as a whole are taken into consideration along with the financial performance parameters after the end of the financial year when the annual bonus is decided upon by the Supervisory Board.
For the long-term variable component of remuneration, which is referred to as the Performance Phantom Share Plan (PPSP), the Supervisory Board sets an amount to be granted for the upcoming financial year in the form of an absolute amount in euros and sets the respective performance targets.
After the end of each year, the achievement of both financial and non-financial targets by the Board of Management as a whole is measured in order to determine the amount of the annual bonus. The degree of achievement of individual targets by members of the Board of Management is used as the basis for measuring target achievement for the Board of Management as a whole. The Presidential Committee then calculates the annual bonus and submits its proposal to the Supervisory Board for its approval.
The system of Board of Management remuneration in 2017
The fixed base salary and the annual bonus each comprise approximately 30 % of the target remuneration, while the variable component of remuneration with a long-term incentive effect (PPSP) makes up approximately 40 % of the target remuneration. (See graphic B.42)
As before, only 50 % of the annual bonus is paid out in the March of the following financial year. The other 50 % is paid out a year later (deferral) with the application of a bonus-malus rule, depending on the development of the Daimler share price compared with an automotive index (Dow Jones STOXX Auto Index) (see Daimler and the Capital Market) , which Daimler AG uses as a benchmark for the relative share-price development. Both the delayed payout of the portion of the annual bonus (with the use of the bonus-malus rule) and the variable component of remuneration from the PPSP with its link to additional, ambitious comparative parameters and to the share price reflect the recommendations of the German Corporate Governance Code and give due consideration to both positive and negative business developments.
The maximum amounts of remuneration of Board of Management members are limited, both overall and with regard to the variable components.
As in the prior year, the maximum amounts of remuneration of the members of the Board of Management were set for financial year 2017 at 1.9 times the target remuneration for its members and 1.5 times the target remuneration for its Chairman. The target remuneration consists of the base salary, the target annual bonus and the grant value of the PPSP, excluding fringe benefits and retirement benefit commitments. With the inclusion of fringe benefits and retirement benefit commitments from the respective financial year, the maximum limit of total remuneration increases by these amounts. The possible cap on the amount exceeding the maximum limit takes place with the payment of the PPSP issued in the relevant financial year, i.e. for the year 2017, with payment of the PPSP in 2021. (See table B.43)
B.43 Maximum limit of total remuneration1 2016
|Chairman of the Board of Management||1.5 times the target remuneration1|
|Members of the Board of Management||1.9 times the target remuneration1|
|Base salary in 2017 |
+ target bonus = 100 % of the 2017 base salary
+ PPSP value when granted for 2017
|Target remuneration1 in 2017|
|Base salary in 2017 |
+ annual bonus for 2017
(50 % paid out in 2018 + 50 % in 2019)
+ PPSP payment for 2017 (in 2021)
incl. dividend equivalent payments
|Total remuneration1 in 2017|
|The possible cap on the amount exceeding the maximum limit takes place with the payment of the PPSP for 2017 in 2021.|
1 Excluding fringe benefits and retirement benefit commitments in all cases.
The individual components of the remuneration system are as follows:
The base salary is fixed remuneration relating to the entire year, oriented towards the area of responsibility of each Board of Management member and paid out in twelve monthly installments. (See graphic B.44)
The annual bonus is variable remuneration, the level of which is primarily linked to the operating profit of the Daimler Group (EBIT). For the past financial year, the annual bonus was also linked to the target for the financial year determined by the Supervisory Board (derived from the level of return targeted for the medium term and the growth targets), the actual result compared with the prior year, the combined performance of the Board of Management members, additional non-financial sustainability-related targets for the Board of Management as a whole and, as a possible individual reduction component, the non-achievement of compliance targets. With the actual-actual comparison, achievement of EBIT at the prior year level constitutes target achievement of 100 %. With the target-actual comparison, the particularly ambitious definition of the targeted EBIT that is oriented towards the competition constitutes target achievement of 150 %. (See B.45 and table B.46)
Primary reference parameters:
- 50 % relates to a comparison of actual EBIT in 2017 with EBIT targeted for 2017.
- 50 % relates to a comparison of actual EBIT in 2017 with actual EBIT in 2016.
Amount with 100 % target achievement (target annual bonus):
In 2017, this is equivalent to the respective base salary.
Range of possible target achievement:
0 to 200 %, that is, the annual bonus due to EBIT achievement has an upper limit of double the base salary and may also be zero. Both primary performance parameters, each of which relates to half of the bonus, can vary between 0 % and 200 %. For the primary performance parameter defining 50 % of the annual bonus, “comparison of actual EBIT in the financial year with the EBIT targeted for the financial year,” the limits of the unchanged possible range of 0 to 200 % are defined as a deviation of +/- 3 % from prior-year revenue.
For the other primary performance parameter, which also relates to half of the annual bonus, “comparison of actual EBIT in the financial year with actual EBIT in the prior year,” the limits of the unchanged possible range of 0 to 200 % are defined as a deviation of +/- 2 % of the prior-year revenue.
In addition, the Supervisory Board uses individual target agreements as a basis for measuring the target achievement for individual Board of Management members and then uses this target achievement value to measure the overall target achievement of the Board of Management as a whole. This overall target achievement result can lead to an addition or reduction of up to 25 % from the degree of target achievement as measured on the basis of the primary performance parameters. Only in exceptional cases may the Supervisory Board deviate from this overall performance assessment and make individual additions or deductions within the range described above. In addition, on the basis of the sustainability-related non-financial targets for the Board of Management as a whole, an amount of up to 10 % can be added or deducted, depending on the predefined key figures/assessment basis. The non-financial targets defined for 2017 were the further development and permanent establishment of the corporate value of integrity, the promotion of diversity in the sense of increasing the share of women in management positions and the maintenance and enhancement of a high level of employee satisfaction and product quality.
As was the case in previous years, further qualitative targets were agreed upon with the individual members of the Board of Management with regard to the sustained implementation and embedment of the compliance management system. The complete or partial non-achievement of individual compliance targets can be reflected by a deduction of up to 25 % from the individual target achievement. However, the compliance targets cannot result in any increase in individual target achievement, even in the case of full accomplishment.
In this context, agreements were reached with the members of the Board of Management allowing for the partial reduction or complete elimination of the annual bonus for any member who clearly violates our Integrity Code. If it is not possible to reduce a future bonus payment, or a payment that has yet to be made, the Board of Management member in question will be required to pay back the amount of the bonus reduction. The Supervisory Board has the final decision on all such bonus reductions.
The total amount to be paid out from the annual bonus is limited to 2.35 times the base salary of the respective financial year.
The Performance Phantom Share Plan (PPSP) is a variable element of remuneration with long-term incentive effects. At the beginning of the plan, the Supervisory Board specifies a grant value (absolute amount in euros) in the context of setting the individual annual target remuneration. This amount is divided by the relevant average price of Daimler shares calculated over a predefined long period of time, which results in the preliminary number of phantom shares allocated. Also at the beginning of the plan, performance targets are set for a period of three years (performance period). Depending on the achievement of these performance targets with a possible range of 0 % to 200 %, after three years the phantom shares allocated at the beginning of the plan are converted into the final number of phantom shares allocated.
After another plan year has elapsed (retention period), the amount to be paid out is calculated from this final number of phantom shares and the applicable share price at that time. The share price relevant for the payout under this plan is also relevant for allocating the preliminary number of phantom shares for the plan newly issued in the respective year. (See B.47 and table B.48)
B.48 PPSP 2017
|Development of |
|– 50 % relates to the “return on sales” achieved in a three-year comparison with the defined group of competitors (Remuneration Report) |
Bandwidth of possible target achievement: 0 % – 200 %1
– 50 % relates to the “relative share performance,” i.e. the development of Daimler’s share price in a three-year comparison with the development
of a share-price index for the defined group of competitors. Bandwidthof possible target achievement:0 % – 200 %
|Development of the Daimler share price||Price when issued and price at the end |
of the plan period
Bandwidth of possible price development:
maximum of 2.5 times the issue price
|Maximum performance development (total cap): 2.5 times the amount granted |
(including dividend equivalent payments throughout the plan period)
|Stock ownership guidelines Share purchase obligation of up to 25 % of the gross remuneration |
until the defined number of shares (between 20,000 and 75,000) havebeen purchased (shares to be held until the end of term of service)
1 Maximum of 195 % if, in the event of target achievementof 195 % – 200 %, the strategic return target of 9 % has not been reached.
Performance parameters for Plan 2017:
- 50 % relates to the Group’s return on sales in a three-year comparison with a group of competitors comprising all listed vehicle manufacturers with an automotive component of more than 70 % by revenue and an investment-grade credit rating (BMW, Ford, Fuji Heavy, Honda, Hyundai, Isuzu, Kia, Mazda, Nissan, Paccar, Suzuki, Toyota, Volvo and Volkswagen). For the measurement of success, the competitors’ average return on sales is calculated over a period of three years. Target achievement occurs to the extent to which Daimler’s return on sales deviates by a maximum of +/-2 percentage points from 105 % of the calculated average of the competitors.
- Target achievement of 100 % only occurs when the average return on sales of the Daimler Group reaches 105 % of the average return on sales of the group of competitors. Target achievement of 200 % occurs if Daimler’s return on sales exceeds 105 % of the average of the competitors by 2 percentage points or more. An additional limitation was implemented starting with PPSP 2015: If a target achievement of between 195 % and 200 % occurs in the third year of the performance period, the maximum target achievement calculated from the performance parameter of return on sales compared to the group of competitors will only be deemed to be 200 % if the actual return on sales for Daimler’s automotive business reaches at least the strategic target for return on sales (currently 9 %). Otherwise, target achievement will be limited to 195 %.
- Target achievement of 0 % occurs if Daimler’s return on sales is 2 percentage points or more lower. In the deviation range of +/- 2 percentage points, target achievement varies in proportion to the deviation.
- 50 % relates to “relative share performance,” i.e. the development of Daimler’s share price in a three-year comparison with the development of a share-price index for the defined group of competitors. If the development of Daimler’s share price (in percent) is the same as that of the index (in percent), target achievement is deemed to be 100 %. If the development of Daimler’s share price (in percent) is 50 percentage points or more below (above) the development of the index, target achievement is deemed to be 0 % (200 %). In the deviation range of +/- 50 percentage points, target achievement varies in proportion to the deviation.
Value upon allocation:
Determined annually by the Supervisory Board; for 2017, approximately 1.4 times the base salary.
Range of possible target achievement:
0 to 200 %, that is, the plan has an upper limit. It may also be zero.
Value of the phantom shares on payout:
During the four-year period between the allocation of the preliminary phantom shares and the payout of the plan proceeds, the phantom shares earn a dividend equivalent in the amount of the actual dividend paid on ordinary Daimler shares.
The value of the phantom shares to be paid out depends on target achievement measured according to the criteria described above and on the share price relevant for the payout. This share price is limited to 2.5 times the share price at the beginning of the plan. In addition, the amount to be paid out is limited to 2.5 times the absolute euro amount specified at the beginning of the plan, which is relevant for the preliminary number of phantom shares allocated. This maximum amount includes the dividend equivalent paid out during the four-year plan period.
The terms governing the PPSP include a provision that allows for the partial reduction or complete elimination of the annual bonus for any member of the Board of Management who clearly violates the Integrity Code that applies to all employees and Board of Management members, or any other professional obligations, prior to the payout of the plan proceeds. The Supervisory Board has the final decision on all such bonus reductions.
Guidelines for share ownership
As a supplement to these three components of remuneration, “Stock Ownership Guidelines” exist for the Board of Management. These guidelines require the members of the Board of Management to invest a portion of their private assets in Daimler shares over several years and to hold those shares until the end of their Board of Management membership. The number of shares to be held is set between 20,000 and 75,000. In fulfillment of the guidelines, up to 25 % of the gross remuneration out of each Performance Phantom Share Plan is generally to be used to acquire ordinary shares in the Company, but the required shares can also be acquired in other ways.
Appropriateness of Board of Management remuneration
In accordance with Section 87 of the German Stock Corporation Act (AktG), the Supervisory Board of Daimler AG once again had an assessment of the system of Board of Management remuneration carried out by an external remuneration expert in 2017. The result was that the remuneration system as described above was confirmed as being in conformance with the requirements of applicable law. The remuneration system was approved by the Annual Shareholders’ Meeting in 2014 with an approval ratio of 96.8 %.