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The Management Board of Deutsche Bahn AG
The Management Board consists of eight members. The CEO and Chairman is Dr. Richard Lutz.
Changes in the composition of the Supervisory Board and the Management Board
There were no changes to the Management Board or the Supervisory Board of DB AG during the reporting period.
The Supervisory Board would also like to thank the Management Board, the employees and the works council representatives of DB AG and affiliated companies for their achievements in the year under review.
Berlin, March 2024
Cooperation between the Management Board and the Supervisory Board
As a German Aktiengesellschaft (joint stock corporation), DB AG is subject to a two-tier management and monitoring structure in the form of the Management Board and Supervisory Board. These two bodies are strictly segregated in terms of both their membership and their competencies. The members of the Management Board bear joint responsibility for the management of the company. The Supervisory Board monitors the activities of the Management Board and is responsible for appointing members to, and dismissing members from, the Management Board.
In the interests of optimum company management, we see it as very important for the Management Board and the Supervisory Board to maintain continuous dialog with each other and to work together efficiently and in an atmosphere of mutual trust for the benefit of the company. The Management Board takes part in meetings of the Supervisory Board insofar as the Supervisory Board deems this necessary and provides the Supervisory Board with regular, prompt, comprehensive information on all matters relevant to the company, particularly those concerning planning, business development, risk exposure and risk management, as well as the internal control system.
An overview of the members of the Management Board and of the Supervisory Board of DB AG, including the mandates they hold, is provided in the Notes to the consolidated financial statements.
Compensation report
The compensation report outlines the compensation system and lists the individual compensation of the members of the Management Board and the Supervisory Board.
Compensation 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. The appropriateness of the remuneration of the Board members was assessed in the year under review. 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.
Compensation for the 2022 financial year: DB AG Management Board
The variable remuneration for the previous financial year is due at the end of the month in which the company’s Annual General Meeting takes place.
The members of the Management Board of DB AG and the Chief Executive Officer and Chairman of the Management Board of DB InfraGO AG will receive the following remuneration for their activities in the year under review:
Total remuneration of the Management Board / € thousand | Fixed remu nera tion | Variable remuneration | Other 4) | Total 5) | ||
Shortterm 1) | Long term (payout of LTI 2020 to 2023) 2) | Longterm 3) | ||||
Incumbent Management Board members of DB AG as of Dec 31, 2023 | ||||||
Dr. Richard Lutz | 990 | – | 164 | –991 | 8 | 1,162 |
Dr. Daniela Gerd tom Markotten | 400 | – | – | – | 15 | 415 |
Dr. Levin Holle | 629 | – | 68 | –138 | 15 | 712 |
Berthold Huber | 715 | – | 104 | –631 | 17 | 837 |
Dr. Sigrid Nikutta | 650 | – | 74 | –151 | 11 | 735 |
Evelyn Palla | 400 | – | – | – | 11 | 411 |
Dr. Michael Peterson | 400 | – | – | – | 13 | 413 |
Martin Seiler | 650 | – | 74 | –451 | 7 | 732 |
Total | 4,834 | – | 485 | –2,361 | 98 | 5,417 |
For information only | ||||||
Incumbent Chief Executive Officer and chairman of the Management Board of DB InfraGO AG on December 31, 2023 (neither incumbent nor former Board member of DB AG) | ||||||
Dr. Philipp Nagl | 400 | 240 | – | 47 | 19 | 659 |
Individual figures are rounded and therefore may not add up.
1) Subject to the resolution of the Supervisory Board.
2) Payment is planned for 2024, subject to the resolution of the Supervisory Board. It relates to the 2020–2023 LTI tranche without the portion for 2023.
3) Long-term variable remuneration relates to the additions to/reversal of provisions for long-term incentives (LTI). No additions were made in the year under review. The provisions formed in previous years for LTI plans 2019 to 2022 were reversed in full in the reporting year, while the provisions formed for LTI plans 2020 to 2023 were adjusted to the expected payout amount by means of a pro rata reversal.
4) Monetary benefits accruing from travel discounts, usage of company cars, and insurance and housing allowances.
5) Total excluding change in provisions for long-term variable remuneration.
In the year under review, no Management Board member of DB AG received benefits or corresponding commitments from a third party with regard to their activities as a member of the Management Board.
