41 » Other Information

Employees

The average numbers of employees are as follows:

Accountant service fees for the auditor of the financial statements

The expenses for the audit fees comprise the expenses of adidas AG, Herzogenaurach, as well as all German subsidiaries of adidas AG. In 2022, the expenses for the professional audit service fees for the auditor KPMG AG Wirtschaftsprüfungsgesellschaft amounted to € 2.0 million (2021: € 1.6 million) thereof related to the prior year € 0.2 million (2021: € 0.3 million).

Expenses for tax consultancy services provided by the auditor, for other confirmation services provided by the auditor, and for other services provided by the auditor amounted to € 0 million (2021: € 0.1 million), € 0.3 million (2021: € 0.3 million) and € 0.2 million (2021: € 0.3 million), respectively.

Expenses for the audit fees of KPMG AG Wirtschaftsprüfungsgesellschaft were mainly related to the audits of both the consolidated financial statements and the financial statements of adidas AG, as well as the audit of the financial statements of its subsidiary, adidas CDC Immobilieninvest GmbH.

Other confirmation services consist of confirmations required by law or contractually agreed, such as the audit of the non-financial statement, the European Market Infrastructure Regulation (EMIR) audits according to § 20 WpHG, audits according to the German Packaging Ordinance (Verpackungsverordnung – VerpackV), the issuance of comfort letters and other contractually agreed-upon confirmation services.

Other services relate in particular to status checks for non-financial key performance indicators.

Remuneration of the Supervisory Board and the Executive Board of adidas AG

Supervisory Board

Pursuant to the Articles of Association of adidas AG, the Supervisory Board members’ total annual payment, including attendance fees, amounted to € 2.8 million (2021: € 2.2 million).

Members of the Supervisory Board were not granted any loans or advance payments in 2022.

The consolidated financial statements contain additional information on an existing brand ambassador agreement between adidas International, Inc. and the supervisory board member Jackie Joyner-Kersee.  SEE NOTE 40

Executive Board

In 2022, the overall compensation of the members of the Executive Board totaled € 22.0 million (2021:  € 30.8 million), € 6.5 million thereof relates to short-term benefits (2021: € 13.1 million). No share-based payment was granted in 2022 (2021: € 14.2 million). Post-employment benefits (costs for accrued pension entitlements for members of the Executive Board) totaled € 3.5 million in 2022 (2021: € 3.5 million). The present value of the pension commitments for members of the Executive Board amounted to € 15.3 million in 2022 (2021: € 15.3 million).

As of December 31, 2022, there were no provisions for short-term and long-term variable remuneration components for members of the Executive Board (2021: € 13.4 million).

In agreement with the Supervisory Board, Kasper Rorsted resigned from his position as CEO effective November 11, 2022. For the remaining term of his service contract from November 12 to December 31, 2022, the contractual basic salary totaling € 0.3 million was also granted. In addition, a one-time severance payment of € 12.0 million gross was agreed as compensation for the early termination of his service contract, which was reported as a liability as of December 31, 2022 and is included in the total remuneration as termination benefits. The termination agreement also provides for the payment of compensation for a 18-month non-compete clause in the employment contract in the gross amount of € 0.2 million per month.

Current members of the Executive Board were not granted any loans or advance payments in 2022.

Overall compensation of the members of the Executive Board and Board of Directors §314 (1) i.V.m. §315e HGB

The overall compensation of the members of the Executive Board in the 2022 financial year amounted to € 6.5 million (2021: € 13.1 million). The Executive Board was not granted an LTIP bonus for the 2022 financial year (2021: € 14.2 million). A granted LTIP bonus must be invested in full in the acquisition of adidas AG shares after deduction of taxes and social security contributions. These shares are subject to a lock-up period which ends in the fourth financial year after the performance year. The LTIP payout amount is considered earned only after expiry of the lock-up period and only then can the Executive Board members dispose of the shares at their own discretion. By contrast, the amount deducted for income tax and social security contributions is already fully earned at the time of payout following the adoption of the consolidated financial statements by the Supervisory Board. The lower total remuneration in comparison to the previous year is mainly attributable to the fact that the Executive Board members were not granted a performance bonus in 2022.

The total annual remuneration to be paid to the members of the Supervisory Board in accordance with the Articles of Association of adidas AG, including attendance fees, totaled € 2.8 million (prior year: € 2.2 million).

Former members of the Executive Board and their surviving dependents received a total of € 16.7 million in benefits in the 2022 financial year (prior year: € 4.3 million). This amount includes the one-time severance payment of € 12.0 million gross as compensation for the early termination of Kasper Rorsted's employment contract, which was reported as a liability as of December 31, 2022.

Provisions for pension entitlements have been created for the former members of the Executive Board who resigned on or before December 31, 2005 and their surviving dependents, in an amount of € 28.6 million in total as at December 31, 2022 before offsetting with the assets of the “adidas Pension Trust e.V.” (prior year: € 43.0 million). There are pension commitments towards six former Executive Board members who resigned after December 31, 2005, which are covered by a pension fund or a pension fund in combination with a reinsured pension trust fund. From this, indirect obligations amounting to € 35.0 million (prior year: € 47.0 million) arise for which no provisions were created due to financing through the pension fund and pension trust fund. Provisions for pension entitlements have been created for two former members of the Executive Board who resigned on or after December 31, 2019 in an amount of € 3.1 million (2021: 3.9 million).

Companies opting for exemption under § 264 (3) HGB

The subsidiary adidas CDC Immobilieninvest GmbH, Herzogenaurach, is opting for exemption under § 264 (3) HGB.