Compensation Report → B. Compensation of Managing Board members B. Compensation of Managing Board members B.1 The compensation system at a glance The compensation system for the members of the Managing Board of Siemens AG that is applicable for fiscal 2023 has been in place since fiscal 2020 and was approved by the Annual Shareholders’ Meeting on February 5, 2020, by a majority of 94.51% of the valid votes cast. The compensation of the Managing Board members consists of fixed and variable components. Fixed compensation, which is not performance-based, comprises base salary, fringe benefits and a pension benefit commitment. Short-term variable compensation (Bonus) and long-term variable compensation (Stock Awards) are performance-based compensation and thus variable. The Share Ownership Guidelines are a further key component of the compensation system. They obligate Managing Board members to permanently hold Siemens shares worth a defined multiple of their base salary and to purchase additional shares in the event that the value of their shares falls below the defined amount. The Managing Board compensation system is also supplemented by commitments granted in connection with the commencement and termination of appointments to the Managing Board as well as any change in the regular place of work. Overview of the compensation system for Managing Board members Compensation Design of compensation Maximum payout Malus and clawback Maximum Other design components components (in % of target amount) regulations compensation characteristics Fixed Base salary Fringe benefits 100% 1 Not applicable Equals the sum Share Ownership compensation of maximum Guidelines amounts that Pension benefit can possibly be commitment paid out to each Managing Board Short-term 33.34% 33.33% 33.33% 200% member from all Commitments variable Siemens Managing Individual compensation in connection with compensation Group Board targets components for the commence- (Bonus) portfolio the relevant ment of appoint- fiscal year ments Long-term 80% 20% 300% Commitments in variable Total shareholder Environment, Social the event of compensation return (TSR) com- and Governance (ESG/ termination of (Stock Awards) pared to MSCI World Sustainability index) appointments Industrials Index Severance cap 1 Fringe benefits are reimbursed up to a maximum amount set by the Supervisory Board. FISCAL 2023 6
Siemens Report FY2023 Page 156 Page 158