Remuneration report
The remuneration report describes the remuneration system and presents the individual remuneration of the members of the Management Board and Supervisory Board.
Remuneration system of the Management Board
The remuneration system for the Management Board of DB AG aims to provide appropriate remuneration to members of the Management Board in accordance with their duties and areas of responsibility.
The appropriate level of remuneration is reviewed regularly using a comparison process. This review examines the level of Management Board remuneration both in comparison to the external market (horizontal appropriateness) and in comparison to other levels of remuneration within the company (vertical appropriateness). If the review shows a need to adjust the remuneration system or the level of remuneration, the Personnel Committee of the Supervisory Board, which has equal representation of the stakeholders and shareholders involved through the shareholders and employee representatives on the committee, submits corresponding proposals in this regard to the Supervisory Board for approval. A review of the appropriateness of the remuneration of the members of the Management Board was most recent carried out in 2023. The results of the review were taken into account as part of a revised version of the Management Board remuneration methodology, which will take effect from 2024.
Remuneration components
The total remuneration of the Management Board members consists of a fixed salary, a performance-linked annual remuneration (short-term incentive; STI) and a long-term remuneration program with a multi-year valuation basis (long-term incentive; LTI). Total remuneration also includes benefit commitments, other commitments and fringe benefits.
The fixed salary is cash remuneration linked to the financial year. It is based on the scope of responsibility and the experience of each Management Board member. The individually determined fixed income is paid out in 12 equal installments.
In 2023, the Supervisory Board methodically developed the remuneration structure for the Management Board with effect from 2024. The weighting of the remuneration components was changed in line with the market by increasing the share of fixed remuneration and, in particular, the LTI in the interests of long-term and sustainable performance management and consequently reducing the weighting of short-term variable remuneration (STI). Furthermore, the caps for the STI as well as for the LTI were lowered, thereby reducing the maximum achievable remuneration overall. At the same time, the target mix for both the STI and the LTI was further developed.
The main focus of the STI methodology is on customer-relevant parameters such as operational performance and customer satisfaction. Similarly, the income situation of DB Group is also taken into account as a key parameter. In addition, an ESG (Environmental, Social, Governance) target was added to the targets with customer and quality and profitability reference in the STI. In addition to the aforementioned collective targets, the target mix also takes into account Board division-specific issues. An attenuation factor was also established, which leads to a further reduction in the amount paid out if targets are not met in addition to the already resulting reduction in the STI result. The annual remuneration (STI) is calculated from the sum of five equally weighted collective targets from the above-mentioned spheres and one individual, Board division-specific target in each case. After the arithmetical calculation of the STI, it is possible to modify the arithmetical result by means of a discretionary factor to allow extraordinary events that occurred during the reporting year and cannot be predicted at the start of the assessment period to be included in the target achievement via a modifier. The STI payout cannot exceed 150% of the STI target value in accordance with the remunderation system that was modified with effect from 2024. In accordance with the recommendations of the PCGK, malusand clawback provisions have also been contractually established with the Management Board members. In order to ensure transparent and uniform provisions on profit-sharing within DB Group, the new remuneration methodology established for the Management Board was, as far as possible, established at other Group subsidiaries and for different management levels. The new version of the methodology takes particular account of the recommendations of the Federal Government’s PCGK.
Together with the corporate planning adopted by the Supervisory Board, the personal targets form the basis for calculating the annual remuneration (STI). This means that all of the key parameters for the total remuneration are established at the beginning of the financial year. At the end of a financial year, the level of target achievement is determined for each Management Board member on the basis of Group results. The target remuneration is achieved if every target is 100% met. The final decision on this matter is made by the Supervisory Board and is prepared by the Personnel Committee.
The long-term incentive (LTI) for the Management Board is focused on long-term transport and climate policy targets and the sustainable creditworthiness and profitability of DB Group. After the end of the respective plan term of four years, the extent to which LTI targets have been achieved at the end of the tranche is measured using the average target achievement for the individual years. The payout ratio for the LTI plan is capped and can – for the last time for the 2023 tranche – vary between 0% and 200%. From the 2024 tranche, as part of the amended remuneration system, the LTI payout ratio can be between 0% and 150%. Claims from the LTI plan are inheritable.
The Management Board members are entitled to an appropriate severance package if their contract is terminated before the contractually stipulated termination date, provided there is no good cause for which they are responsible. The severance package is based on the remaining term of the contract, the agreed target salary and, where applicable, the pension benefits already owed by DB AG for the remainder of the contract.
In accordance with the recommendations of the PCGK, a severance payment cap is included in all contracts of DB AG Management Board members. This cap means that payments made to a Management Board member due to premature termination of Management Board duties cannot, without good cause as defined by Section 626 of the German Civil Code (Bürgerliches Gesetzbuch; BGB), exceed the value of two years’ salary, including variable remuneration components, and must not provide remuneration for more than the remaining term of the employment agreement.
Management Board members do not receive any additional remuneration for mandates exercised in control bodies of Group companies or affiliated companies.
In order to ensure transparent and uniform provisions on profit-sharing within DB Group, the new remuneration methodology established for the Management Board was, as far as possible, established in a similar way at other Group subsidiaries and for different management levels and has also been in force since the 2024 financial year.
The remuneration system for executives is therefore also aimed at the spheres of customers, quality, employees, profitability and sustainability, as well as a Board division-specific target in terms of aligning all areas with the sustainable business success of the company.
The annual remuneration (STI) for executives and employees not subject to collective bargaining agreements at DB Group is structured as a profit-sharing scheme. Personal targets are agreed with executives as part of a regular process. The achievement of targets and for personal performance assessments are then regularly included in the assessment both for profit-sharing and decisions on increasing fixed salary.
If executives are member of a corporate body of a DB AG subsidiary, the respective subsidiary’s Supervisory Board is responsible for discussing the personal targets, if possible by the end of a financial year. Where applicable, the respective decision-making will take place after the DB AG Supervisory Board meeting in which the mid-term planning and the targets for the Group’s Management Board are adopted. This chronological sequence of the handling of personal targets in the Supervisory Boards of the subsidiaries is due to the Group structure of DB AG.
In some cases, given the regulatory requirements, DB InfraGO AG is subject to separate regulations which take even greater account of the business success of the company.
In accordance with the requirements of the PCGK 2020, the Supervisory Board of DB AG has determined that the Management Board should not include any members who have reached the statutory retirement age. Management Board members are entitled to pension payments after leaving the company. Management Board members in office prior to 2017 are entitled to a lifelong pension at the latest on reaching the age of 65 if the employment relationship ends due to permanent incapacity to work or the contract ends before the agreed termination date or is not extended without good cause, or the Management Board member refuses to continue the employment contract on the same or more favorable terms for the member.
The system governing benefit commitments to Management Board members was amended in 2017. Members appointed to the Management Board for the first time in 2017 and thereafter receive a defined contribution benefit commitment under which a capital stock is saved up for the Board member for the duration of their employment and paid out when they reach retirement age. The commitment is granted in the form of a capital account plan with an annual contribution derived as a fixed percentage rate of the fixed salary. Company pension commitments for Management Board members already in office beforehand are based on a percentage of the fixed salary. Pension commitments include lifelong retirement and surviving dependent benefits. There is no lump-sum option.
Reinsurance policies were also taken out for the company pension scheme for Management Board contracts concluded before January 1, 2009.
The contractual ancillary benefits for Management Board members include a company car with driver for business and personal use, a personal BahnCard 100 First travel card and standard insurance coverage. A housing allowance is provided for second homes where these are required for business purposes. Where these benefits in kind cannot be granted on a tax-free basis, they are taxed as monetary benefits for which the Management Board members are fully responsible. Management Board members, like any other member of the Group’s executive personnel, can choose to take part in the company’s deferred compensation program.
The members of the Management Board are covered by liability insurance against financial losses incurred due to DB AG’s business operations (D&O insurance). In the year under review, this insurance was designed as a Group insurance policy with the deductible provided for under law; it provides coverage for financial losses that may occur during the performance of Management Board activities. The insurance coverage of the existing D&O insurance policy is valid for a period of five years after the termination of activities as a member of the Management Board.
Remuneration for the 2024 financial year
The variable remuneration (STI) for the previous financial year is due at the end of the month in which the company’s Annual General Meeting takes place.
The Act on the Introduction of an Electricity Price Brake (Strompreisbremsegesetz; StromPBG) prohibits the payment of variable remuneration elements to the executive bodies of DB AG for the relief period (the year 2023). Accordingly, the results of the 2021 tranche of the LTI, which expired at the end of 2024, are reduced by the partial result for the 2023 financial year.
For their activities in 2024 the members of the Management Board of DB AG and the Chief Executive Officer and Chairman of the Management Board of DB InfraGO AG receive the following remuneration:
| Total remuneration of the Management Board / € thousand | Fixed remuneration | Variable remuneration | Other 3) | Total | |
|---|---|---|---|---|---|
| Short-term 1) | Long-term (payout of LTI 2021 to2024) 2) | ||||
| incumbent Management Board members of DB AG as of Dec 31, 2024 | |||||
| Dr. Richard Lutz | 1,420 | 384 | 322 | 10 | 2,136 |
| Dr. Daniela Gerd tom Markotten | 746 | 202 | 49 | 20 | 1,016 |
| Dr. Levin Holle | 855 | 234 | 147 | 17 | 1,252 |
| Berthold Huber | 940 | 262 | 205 | 19 | 1,426 |
| Dr. Sigrid Nikutta | 855 | 193 | 147 | 17 | 1,212 |
| Evelyn Palla | 700 | 193 | – | 6 | 898 |
| Dr. Michael Peterson | 700 | 169 | – | 14 | 883 |
| Martin Seiler | 855 | 219 | 205 | 7 | 1,287 |
| Total | 7,071 | 1,856 | 1,074 | 109 | 10,110 |
| For information only | |||||
| Incumbent Chief Executive Officer and Chairman of the Management Board of DB InfraGO AG on December 31, 2024 (neither incumbent nor former member of the Management Board of DB AG) | |||||
| Dr. Philipp Nagl | 500 | 93 | 27 | 23 | 643 |
Individual figures are rounded and therefore may not add up.
1) Subject to the resolution of the Supervisory Board.
2) Subject to the resolution of the Supervisory Board. According to StromPBG excluding share for 2023.
3) Monetary benefits accruing from travel discounts and the use of company cars as well as insurance and housing allowances.
In 2024, no member of the Management Board of DB AG received benefits or corresponding commitments from a third party with regard to their activities as a member of the Management Board.
In 2024, an amount of € 6,989 thousand was added to pension provisions.
| Additions to pension provisions (csc only) /€ thousand | 2024 |
|---|---|
| INCUMBENT MANAGEMENT BOARD MEMBERS OF DB AG AS OF DEC 31, 2024 | |
| Dr. Richard Lutz | 3,311 |
| Dr. Daniela Gerd tom Markotten | 298 |
| Dr. Levin Holle | 342 |
| Berthold Huber | 1,794 |
| Dr. Sigrid Nikutta | 342 |
| Evelyn Palla | 280 |
| Dr. Michael Peterson | 280 |
| Martin Seiler | 342 |
| Total | 6,989 |
Pension provisions for former members of the Management Board are shown in total in the Notes to the consolidated financial statements.
Remuneration of the Supervisory Board for the 2024 financial year
The remuneration of the Supervisory Board of DB AG was most recently regulated by a resolution of the Annual General Meeting on September 21, 2010. In addition to being reimbursed for their cash outlays and the value-added tax due on their remuneration and cash outlays, the DB AG Supervisory Board members each receive fixed annual remuneration of € 20,000, plus performance-linked annual remuneration. The performance-based remuneration is calculated on the ratio of the operating profit (EBIT) for the financial year as disclosed in the consolidated financial statements compared to the previous year’s figures, and the attaining of specific operational performance figures. The performance-based remuneration is limited to a maximum of € 13,000. The Chairman of the Supervisory Board receives twice this amount, while the Deputy Chairman receives one and a half times the above figure. This remuneration also increases by a quarter for every position held on a committee by the individual Supervisory Board member. This remuneration increases by 100% for the Chairman of the Executive Committee and the Chairman of the Audit and Compliance Committee, and by 50% for the Chairman of the Personnel Committee. Memberships and the chairmanship of the committee to be formed in accordance with Section 27 (3) of the Co-determination Act (Mitbestimmungsgesetz; MitbestG) are not taken into account.
In addition, the members of the Supervisory Board of DB AG receive an attendance fee of € 250 for each meeting of the Supervisory Board and its committees that they attend. Members of the Supervisory Board also have the choice between a personal BahnCard 100 First or five free train tickets.
The members of the Supervisory Board are covered by liability insurance against financial losses incurred due to DBAG’s business operations (D&O insurance). The insurance is structured as a group insurance policy without a deductible and provides coverage for financial losses that may arise in the course of the Supervisory Board members’ activities. Group accident insurance is also concluded for the members of the Supervisory Board. The premium for the aforementioned insurance policies is paid by the respective company.
Supervisory Board members who only belong to the Supervisory Board for part of the respective financial year receive one-twelfth of the total remuneration for each month or part of a month of their membership. The same applies to the increase in remuneration for the Chairman of the Supervisory Board and his or her deputy as well as to the increase in remuneration for membership and chairmanship of a Supervisory Board committee.
The remuneration is paid after the end of the Annual General Meeting that votes to ratify the Supervisory Board’s activities for the previous financial year.
Taxes due on remuneration received, including the personal BahnCard 100 First and the five free train tickets, are the individual responsibility of each Supervisory Board member.
The members of the Supervisory Board currently hold neither shares in the company nor options entitling them to purchase shares in the company.
Following the resolution of the Annual General Meeting on March 26, 2025 on the approval of the activities of the Supervisory Board, the members of the Supervisory Board of DB AG will receive the following remuneration for their work in the year under review:
| Total remuneration of the Supervisory Board / € thousand | Annual remuneration 2024 | ||||
|---|---|---|---|---|---|
| Fixed remuneration | Variable remuneration | Meeting attendance fee | Ancillary benefits | Total | |
| Incumbent Supervisory Board Members of DB AG as of Dec 31, 2024 1) | |||||
| Werner Gatzer | 74.2 | 38.6 | 5.8 | – | 118.5 |
| Martin Burkert | 44.2 | 23.0 | 5.5 | – | 72.6 |
| Ralf Damde | 20.0 | 10.4 | 2.0 | 7.2 | 39.6 |
| Stefan Gelbhaar | 20.0 | 10.4 | 2.0 | – | 32.4 |
| Anja Hajduk 2) | – | – | – | 7.2 | 7.2 |
| Susanne Henckel | 35.0 | 18.2 | 5.8 | – | 59.0 |
| Jörg Hensel | 25.0 | 13.0 | 2.5 | 0.9 | 41.4 |
| Nadja Houy | 3.3 | 1.7 | 0.5 | – | 5.6 |
| Cosima Ingenschay | 29.2 | 15.2 | 5.3 | – | 49.6 |
| Alexander Kaczmarek | 20.0 | 10.4 | 2.3 | – | 32.7 |
| Prof. Dr. Susanne Knorre | 24.2 | 12.6 | 2.5 | 7.2 | 46.4 |
| Dorothee Martin | 20.0 | 10.4 | 2.3 | – | 32.7 |
| Daniela Mattheus | 20.0 | 10.4 | 2.5 | 7.2 | 40.1 |
| Heike Moll | 26.7 | 13.9 | 4.0 | 7.2 | 51.7 |
| Michael Puschel | 24.2 | 12.6 | 2.8 | 7.2 | 46.7 |
| Dr. Immo Querner | 40.0 | 20.8 | 3.8 | 7.2 | 71.8 |
| Manfred Scholze | 20.0 | 10.4 | 2.3 | 7.2 | 39.9 |
| Klaus-Peter Schölzke | 20.0 | 10.4 | 2.0 | – | 32.4 |
| Veit Sobek | 20.0 | 10.4 | 2.3 | 7.2 | 39.9 |
| Dr. Irina Soeffky | 1.7 | 0.9 | 0.3 | – | 2.8 |
| Members who left the Supervisory Board of DB AG during the year under review 1) | |||||
| Bernd Reuther | 18.3 | 9.5 | 1.8 | 0.9 | 30.5 |
| Jens Schwarz | 24.2 | 12.6 | 2.8 | 7.2 | 46.7 |
| Supervisory Board remunerationfor further mandates at DB subsidiaries | 52.9 | ||||
| Total | 993.0 | ||||
Individual figures are rounded and therefore may not add up.
1) Some Supervisory Board members state that their remuneration is to be donated to the Hans Böckler Foundation in accordance with the directive of the German Trade Union Confederation (Gewerkschaftsbund).
2) Ms. Hajduk has waived the remuneration to which she is entitled for her work as a member of the Supervisory Board, with the exception of the travel discount.
There are no pension obligations for members of the Supervisory Board.
The members of the Supervisory Board did not receive any remuneration for any personally provided services rendered in the year under review.