Merck 2014 Annual Report Download - page 153

148 CORPORATE GOVERNANCE → Statement on Corporate Governance
a) the performance of the shares of Merck KGaA, Darmstadt,
Germany, price compared to the
DAX® with a weighting of
70 %, and
b) the development of the EBITDA pre margin during the perfor-
mance cycle as a proportion of a defined target value with a
weighting of 30 %.
Depending on the development of the KPIs, at the end of the re-
spective performance cycle, the members of the Executive Board
are granted between 0 % and 150 % of the MSUs they could be
eligible to receive.
Based on the number of MSUs granted, the members of the
Executive Board receive a cash payment at a defined point in time
in the year following the expiration of the three-year performance
cycle. The value of an MSU corresponds to the average closing
price of the shares of Merck KGaA, Darmstadt, Germany, in Xetra®
trading during the last 60 trading days prior to January1 after the
performance cycle. The payment amount is limited to three times
the reference price. The members of the Executive Board invest
50 % of the payment amount in the shares of Merck KGaA, Darm-
stadt, Germany. One-third of these shares may be sold at the earliest
one year after termination of the performance cycle, another third
after two years, and another third after three years.
In fiscal 2014, the following total values were specified for
members of the Executive Board, which resulted in the respective
number of MSUs they were eligible to receive based upon the
definitive reference price of the shares of Merck KGaA, Darmstadt,
Germany, (60 trading days preceding January1, 2014) of €122.84:
Karl-Ludwig Kley €1.5million (12,211 MSUs), Stefan Oschmann
€1.0million (8,141 MSUs),
Kai Beckmann €1.0million (8,141
MSUs), Marcus Kuhnert € 0.4 million (3,392 MSUs), and Bernd
Reckmann € 1.0 million (8,141 MSUs). For fiscal 2015, the
Personnel Committee authorized the Chairman of the Personnel
Committee to assign potential numbers of MSUs to the Executive
Board members for a performance cycle from January1, 2015 to
December31, 2017. The following total values were defined as the
initial
basis: Karl-Ludwig Kley € 1.5 million, Stefan Oschmann
€ 1.0 million,
Kai Beckmann € 1.0 million, Belén Garijo Lopez
€1.0 million, Marcus Kuhnert €1.0 million, and Bernd Reckmann
€1.0million.
The following maximum compensation amounts for variable
compensation components, which were applicable for the first
time in 2014, have been agreed.
One-time payment
(€ thousand)
Variable
compensation
(€ thousand)
Long-Term Incentive
Plan
(times the
respective
total
amount)
Total variable
compensation
components
(€ thousand)
Karl-Ludwig Kley 2,000 8,000 4.5 9,800
Stefan Oschmann 1,500 6,000 4.5 8,000
Kai Beckmann 1,500 6,000 4.5 8,000
Marcus Kuhnert 1,500 6,000 4.5 8,000
Bernd Reckmann 1,500 6,000 4.5 8,000
Additional benefits
The members of the Executive Board also receive certain addition-
al benefits, mainly contributions to insurance policies, personal
security expenses, as well as a company car, which they are entitled
to use privately. In 2014, personal security expenses were included
for the first time. The amounts for the previous year have been
adjusted accordingly. Overall, the value of other additional bene-
fits totaled €156thousand in 2014 (2013: €161thousand). Of this
amount, in 2014 €53thousand was attributable to Karl-Ludwig
Kley (2013: €52thousand); €21thousand to Stefan Oschmann
(2013: € 19 thousand); € 41 thousand to Kai Beckmann (2013:
€40thousand); €7thousand to Marcus Kuhnert; €28thousand
to Bernd Reckmann (2013: €26thousand); and €6thousand to
Matthias Zachert (2013: €24thousand).