Remuneration of the Management Board
The overall annual compensation paid to Management Board members consists of a number of compensation components. These include a fixed compensation, a bonus, a medium- and long-term incentive component and additional benefits. Each year, the structure and appropriateness of the total compensation packages are subject to review by the Remuneration & Nomination Committee. Compensation is based in particular on the duties of the individual Management Board member, and on the business situation, success and prospects of the Company relative to its competitive environment. The complete compensation packages are compared to the outcome of the Annual German Biotechnology Industry Remuneration Study (GRS Study), and to other international benchmark sources. The adjustments to the compensation packages are adopted by the plenum of the Supervisory Board. The last occasion on which salaries were adjusted was in July 2009.
The additional benefits within the compensation package encompass primarily the use of company cars, allowances for health, social care and invalidity insurances as well as special allowances and benefits received for working outside of the home country. Furthermore, all members of the Management Board participate in private pension funds. MorphoSys pays the monthly contribution to these funds. These payments are included here as other compensatory benefits and amount to 10 % of the annual fixed salary of each Management Board member plus tax contribution. In addition, all Management Board members participate in a pension scheme which was established in cooperation with Allianz Pensions-Management e. V. Allianz serves as a so-called “Unterstützungskasse,” which means pension commitments have to be fulfilled by Allianz.
Additionally, each member receives a performance-related cash bonus payment. Such payments are only dependent on Company-related goals, which are determined by the Supervisory Board at the beginning of each fiscal year. The corporate performance targets reflect operating performance as measured by revenues and net income, progress in the proprietary pipeline and other Company goals such as share performance, or the completion and/or extension of important collaborations. At the end of the year, the Supervisory Board evaluates the level of attainment of these goals. The bonus is determined by the Supervisory Board on the basis of the Company’s performance after due assessment of the circumstances.
In the 2009 fiscal year, the total cash remuneration paid to the members of the Management Board amounted to
€ 2,081,756 (previous year: € 1,643,042). For a list of remuneration relating to individual Management Board members, divided into fixed, variable and other remuneration components, see the Group Management Report 2009 on page 44.
Remuneration of the Supervisory Board
The compensation of the Supervisory Board is based on the provisions of the Articles of Association, the current version of which was adopted by the stockholders at the Annual General Meeting on May 13, 2009. In 2009, the members of the Supervisory Board received a fixed compensation and an attendance fee per board and committee meeting attended. The overall compensation takes into account the responsibilities and range of tasks of the Supervisory Board members as well as the economic situation and performance of the Company.
In the 2009 fiscal year, the members of the Supervisory Board received a total of € 374,333 (2008: € 292,500), excluding reimbursement of travel expenses. This amount consists of fixed remuneration and variable compensation (attendance fees). In addition, the members of the Supervisory Board (except Dr. Walter Blättler) received a total of
€ 80,000 from the phantom stock program (shown under variable compensation) for the business years 2006 to 2008, which was introduced at the AGM in 2005. For a list of remuneration relating to individual Supervisory Board members, see page 46 of the Group Management Report 2009.
