Compensation of the Supervisory Board Members
The compensation system that has been applicable for the members of the Supervisory Board since January 1, 2021, was adopted by the shareholders at the Annual General Meeting on May 12, 2021, in accordance with § 120a section 4 AktG. The compensation resolved by the Annual General Meeting on May 11, 2017, was thus confirmed without changes. The compensation system for the members of the Supervisory Board is set out in § 18 of the Articles of Association of adidas AG; there are no additional or supplementary agreements. With respect to the monitoring and advising of the Executive Board, the compensation received by adidas AG Supervisory Board members reflects the responsibility involved as well as individual workload and time required. The current compensation system is permanently available on the company’s website. -group.com/s/compensation
COMPENSATION SYSTEM
When determining the compensation, particular consideration is given to ensure that it is appropriate and in line with the current market levels in order to also attract suitable international candidates. This contributes to the execution of the corporate strategy and promotes the long-term development of the Company.
The compensation for Supervisory Board members consists of a fixed compensation for their work on the Supervisory Board (‘base amount’) and an additional compensation for committee work, as well as an attendance fee. The Supervisory Board members are not granted performance-related compensation. The granting of a fixed compensation corresponds to the prevailing practice in other public listed companies and has proved to be successful. The Executive Board and Supervisory Board are of the opinion that a fixed compensation for the Supervisory Board members is most suitable to strengthen the independence of the Supervisory Board and to take into account the advisory and supervisory function of the Supervisory Board, which have to be performed independently of the company’s success.
In addition, the Supervisory Board members are reimbursed for expenses they incur in connection with their role.
COMPENSATION FOR SUPERVISORY BOARD FUNCTION
Each Supervisory Board member receives a fixed compensation for their work on the Supervisory Board, which is paid following the end of the respective financial year. The Supervisory Board Chair and the two deputies receive a higher fixed compensation in recognition of their additional responsibilities.
Membership |
|
Deputy Chair |
|
Chair |
---|---|---|---|---|
€ 80,000 |
|
€ 160,000 |
|
€ 240,000 |
Base amount |
|
200% of the base amount |
|
300% of the base amount |
ADDITIONAL COMPENSATION FOR MEMBERSHIP IN A COMMITTEE
Furthermore, the Supervisory Board members receive additional compensation for membership in certain committees; in this regard, too, compensation is increased if the committee chair is assumed. The amount of the respective additional compensation is based on the base amount determined for the Supervisory Board members and depends on the tasks and responsibilities connected with the respective committee membership.
General Committee |
|
Audit Committee |
||||
---|---|---|---|---|---|---|
Membership |
|
Chair |
|
Membership |
|
Chair |
€ 40,000 |
|
€ 80,000 |
|
€ 80,000 |
|
€ 160,000 |
50% of |
|
100% of |
|
100% of |
|
200% of |
The compensation paid for a committee chairmanship shall also cover the membership in such committee. The members of the Steering Committee, the Mediation Committee, the Nomination Committee, and committees that are established on an ad hoc basis do not receive additional compensation. If a Supervisory Board member is a member of more than one committee, the member only receives compensation for their task in the committee with the highest compensation.
MATURITY AND PRO-RATED GRANTING
The compensation is due after the end of the Company’s financial year. The granting of the compensation depends on the duration of the appointment of the Supervisory Board members. If a member belongs to the Supervisory Board or a committee for only part of a financial year, the fixed compensation for Supervisory Board membership and additional compensation for membership in a committee are reduced accordingly on a pro rata temporis basis.
ATTENDANCE FEE
For each personal attendance of meetings of the Supervisory Board and/or its committees requiring such personal attendance, Supervisory Board members receive an additional attendance fee of € 1,000. Members of committees that are formed on an ad hoc basis shall not receive an attendance fee. If several meetings take place on one day, the attendance fee is only paid once.
EXPENSES
The Supervisory Board members are reimbursed for necessary expenses and travel expenses incurred in connection with their mandates as well as for the VAT potentially payable on their compensation.
UPPER LIMIT
The upper limit for the compensation of the members of the Supervisory Board is determined by the fixed compensation, the amount of which individually depends on the duties assumed on the Supervisory Board or its committees, and the attendance fee, which is determined on the basis of the personal participation in Supervisory Board and committee meetings.
SUPERVISORY BOARD COMPENSATION 2021
FIXED COMPENSATION AND ATTENDANCE FEE
In accordance with the current compensation system, the total compensation paid to the Supervisory Board in the 2021 financial year amounted to € 2.2 million (2020: € 2.2 million). In addition, attendance fees totaling € 31,000 (2020: € 28,000) were paid. To ensure the safety of all persons involved during the ongoing coronavirus pandemic, the Supervisory Board and its committees continued to meet primarily in virtual form during the year under review.
The following table shows the compensation for the individual Supervisory Board members for the 2021 financial year, for which the underlying service has been fully rendered by the balance sheet date on December 31, 2021. The annual fixed compensation for Supervisory Board members is paid at the end of the financial year. Payment may be made in December of the respective financial year or January of the following year. Attendance fees are generally paid in January of the following year, i.e., after the final Supervisory Board meeting in December of the respective financial year.
|
|
Supervisory Board function |
|
Committee function |
|
% of total compensation |
|
Attendance fee |
|
% of total compensation |
|
Total |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Supervisory Board members incumbent as at December 31, 2021 |
|
|
|
|
|
|
|
|
||||||||||||||||||||
Thomas Rabe, Chairman of the Supervisory Board1 |
|
240,000 |
|
80,000 |
|
99% |
|
2,000 |
|
1% |
|
322,000 |
||||||||||||||||
Ian Gallienne, Deputy Chairman of the Supervisory Board2 |
|
160,000 |
|
40,000 |
|
99% |
|
2,000 |
|
1% |
|
202,000 |
||||||||||||||||
Udo Müller, Deputy Chairman of the Supervisory Board |
|
160,000 |
|
40,000 |
|
100% |
|
1,000 |
|
0% |
|
201,000 |
||||||||||||||||
Petra Auerbacher |
|
80,000 |
|
– |
|
98% |
|
2,000 |
|
2% |
|
82,000 |
||||||||||||||||
Roswitha Hermann |
|
80,000 |
|
– |
|
98% |
|
2,000 |
|
2% |
|
82,000 |
||||||||||||||||
Jackie Joyner-Kersee3 |
|
51,068 |
|
– |
|
98% |
|
1,000 |
|
2% |
|
52,068 |
||||||||||||||||
Christian Klein4 |
|
80,000 |
|
– |
|
99% |
|
1,000 |
|
1% |
|
81,000 |
||||||||||||||||
Kathrin Menges5 |
|
80,000 |
|
51,068 |
|
98% |
|
3,000 |
|
2% |
|
134,068 |
||||||||||||||||
Roland Nosko |
|
80,000 |
|
40,000 |
|
98% |
|
2,000 |
|
2% |
|
122,000 |
||||||||||||||||
Beate Rohrig |
|
80,000 |
|
– |
|
98% |
|
2,000 |
|
2% |
|
82,000 |
||||||||||||||||
Nassef Sawiris |
|
80,000 |
|
– |
|
98% |
|
2,000 |
|
2% |
|
82,000 |
||||||||||||||||
Frank Scheiderer |
|
80,000 |
|
80,000 |
|
98% |
|
3,000 |
|
2% |
|
163,000 |
||||||||||||||||
Michael Storl |
|
80,000 |
|
– |
|
98% |
|
2,000 |
|
2% |
|
82,000 |
||||||||||||||||
Bodo Uebber6 |
|
80,000 |
|
160,000 |
|
99% |
|
3,000 |
|
1% |
|
243,000 |
||||||||||||||||
Jing Ulrich |
|
80,000 |
|
– |
|
100% |
|
– |
|
0% |
|
80,000 |
||||||||||||||||
Günter Weigl |
|
80,000 |
|
80,000 |
|
98% |
|
3,000 |
|
2% |
|
163,000 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Supervisory Board member until the end of the Annual General Meeting on May 12, 2021 |
|
|
|
|
|
|
||||||||||||||||||||||
Herbert Kauffmann7 |
|
28,932 |
|
28,932 |
|
100% |
|
– |
|
0% |
|
57,863 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Supervisory Board member until the end of the Annual General Meeting on August 11, 2020 |
|
|
|
|
|
|
||||||||||||||||||||||
Igor Landau, Chairman of the Supervisory Board |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
||||||||||||||||
Total |
|
1,600,000 |
|
600,000 |
|
99% |
|
31,000 |
|
1% |
|
2,231,000 |
||||||||||||||||
|
|
|
Supervisory Board function |
|
Committee function |
|
% of total compensation |
|
Attendance fee |
|
% of total compensation |
|
Total |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Supervisory Board members incumbent as at December 31, 2021 |
|
|
|
|
|
|
|
|
||||||||||||||||||||
Thomas Rabe, Chairman of the Supervisory Board1 |
|
191,038 |
|
55,519 |
|
99% |
|
2,000 |
|
1% |
|
248,557 |
||||||||||||||||
Ian Gallienne, Deputy Chairman of the Supervisory Board2 |
|
111,038 |
|
15,519 |
|
99% |
|
1,000 |
|
1% |
|
127,557 |
||||||||||||||||
Udo Müller, Deputy Chairman of the Supervisory Board |
|
160,000 |
|
40,000 |
|
99% |
|
2,000 |
|
1% |
|
202,000 |
||||||||||||||||
Petra Auerbacher |
|
80,000 |
|
– |
|
99% |
|
1,000 |
|
1% |
|
81,000 |
||||||||||||||||
Roswitha Hermann |
|
80,000 |
|
– |
|
99% |
|
1,000 |
|
1% |
|
81,000 |
||||||||||||||||
Jackie Joyner-Kersee3 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
||||||||||||||||
Christian Klein4 |
|
31,038 |
|
– |
|
100% |
|
– |
|
– |
|
31,038 |
||||||||||||||||
Kathrin Menges5 |
|
80,000 |
|
– |
|
99% |
|
1,000 |
|
1% |
|
81,000 |
||||||||||||||||
Roland Nosko |
|
80,000 |
|
40,000 |
|
98% |
|
2,000 |
|
2% |
|
122,000 |
||||||||||||||||
Beate Rohrig |
|
80,000 |
|
– |
|
99% |
|
1,000 |
|
1% |
|
81,000 |
||||||||||||||||
Nassef Sawiris |
|
80,000 |
|
– |
|
99% |
|
1,000 |
|
1% |
|
81,000 |
||||||||||||||||
Frank Scheiderer |
|
80,000 |
|
80,000 |
|
98% |
|
4,000 |
|
2% |
|
164,000 |
||||||||||||||||
Michael Storl |
|
80,000 |
|
– |
|
99% |
|
1,000 |
|
1% |
|
81,000 |
||||||||||||||||
Bodo Uebber6 |
|
80,000 |
|
111,038 |
|
99% |
|
2,000 |
|
1% |
|
193,038 |
||||||||||||||||
Jing Ulrich |
|
80,000 |
|
– |
|
100% |
|
– |
|
– |
|
80,000 |
||||||||||||||||
Günter Weigl |
|
80,000 |
|
80,000 |
|
98% |
|
4,000 |
|
2% |
|
164,000 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Supervisory Board member until the end of the Annual General Meeting on May 12, 2021 |
|
|
|
|
|
|
||||||||||||||||||||||
Herbert Kauffmann7 |
|
80,000 |
|
128,962 |
|
99% |
|
3,000 |
|
1% |
|
211,962 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Supervisory Board member until the end of the Annual General Meeting on August 11, 2020 |
|
|
|
|
|
|
||||||||||||||||||||||
Igor Landau, Chairman of the Supervisory Board |
|
146,885 |
|
48,962 |
|
99% |
|
2,000 |
|
1% |
|
197,847 |
||||||||||||||||
Total |
|
1,600,000 |
|
600,000 |
|
99% |
|
28,000 |
|
1% |
|
2,228,000 |
||||||||||||||||
|
MISCELLANEOUS
The Supervisory Board members have not received any loans or advance payments from adidas AG.