This Remuneration Report describes the basic principles of the remuneration system for the members of the Management Board and the Supervisory Board of NORMA Group SE (“NORMA Group”). It provides individualized information, broken down by components, on the remuneration granted and owed to members of the Management Board and Supervisory Board in fiscal year 2025. In addition, the Remuneration Report contains an individualized breakdown by components of the remuneration of former members of the Management Board and Supervisory Board. The report complies with the requirements of the German Stock Corporation Act (Section 162 AktG).
The Annual General Meeting of NORMA Group approved the Remuneration Report 2024 on May 13, 2025, with an approval result of 94.02%. Due to what the Supervisory Board considers to be a very positive result, the structure, nature, and scope of the content of this Remuneration Report will remain unchanged.
Review of fiscal year 2025
In 2025, industrial companies worldwide were once again confronted with a challenging environment. Geopolitical tensions, a more restrictive US customs policy, and weak export momentum had a noticeable negative impact on many sectors. At the same time, competitive pressure from China continued to increase. Falling energy prices and lower interest rates had a stabilizing effect, but were only able to partially cushion the existing uncertainties. In the industries relevant to NORMA Group, developments were mixed. The Industry Applications division recorded encouraging growth and thus partially offset the continued sluggish momentum in the automotive industry. As a consequence, NORMA Group generated Group sales of EUR 821.7 million in fiscal year 2025 in relation to continuing operations, which corresponds to a year-on-year decline of 6.8%. Adjusted EBIT from continuing operations decreased by 80.9% to EUR 6.3 million and the adjusted EBIT margin was 0.8% (2024: 3.7%).
The performance indicators relevant to remuneration in 2025 include both the contributions from the continuing operations and the contributions from the discontinued operation Water Management. As a consequence, revenue amounted to EUR 1,082.8 million in fiscal year 2025. Adjusted EBIT reached EUR 69.5 million and net free cash flow amounted to EUR 74.2 million. Further information can be found in the section FINANCIAL TARGETS.
Personnel changes to the Management Board
The following changes were made to NORMA Group’s Management Board in fiscal year 2025:
Following the departure of Guido Grandi from the Management Board on February 17, 2025, the Supervisory Board appointed Birgit Seeger as Chair of the Management Board with effect from November 1, 2025. During the period from February 18, 2025 to October 31, 2025, the Chair of the Supervisory Board, Mark Wilhelms, took over the management of the Company as interim CEO. During his interim CEO role, his Supervisory Board mandate was suspended.
The Management Board of NORMA Group SE thus had the following three members at the end of fiscal year 2025: Birgit Seeger (CEO), Annette Stieve (CFO), and Dr. Daniel Heymann (COO).
New remuneration system for Management Board members
In accordance with Section 87a German Stock Corporation Act (AktG), the Supervisory Board has adopted a clear and comprehensible system for the remuneration of Management Board members, on the basis of which the specific remuneration of the individual Management Board members is determined. The remuneration system is designed to promote sustainable, long-term value creation and the implementation of the business strategy.
Pursuant to Section 120a (1) (1) AktG, the Supervisory Board is obliged to submit the remuneration system for the members of the Management Board to the Annual General Meeting for approval whenever significant changes are made, but at least every four years. The Supervisory Board presented the new remuneration system for members of the Management Board to the Annual General Meeting on May 16, 2024, which approved it with 94.18% of the votes (referred to in the following as the “2024 remuneration system”). The Remuneration System 2024 has applied to all serving members of NORMA Group’s Management Board since January 1, 2025. REMUNERATION SYSTEM
This does not apply to Guido Grandi, who, due to his departure from the Management Board on February 17, 2025, will continue to be remunerated for the remainder of his contract term in accordance with the remuneration system submitted to the Annual General Meeting for approval on June 30, 2020 (hereinafter referred to as the “2020 remuneration system”).
The following table provides an overview of the components of the remuneration systems for the members of the Management Board applicable for fiscal year 2025 and also highlights the changes between the 2024 remuneration system and the 2020 remuneration system. The table also provides an overview of the structure of the individual remuneration components and explains their objectives, particularly with regard to how the remuneration promotes the long-term development of NORMA Group.
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Fixed remuneration component, design, and strategic relevance
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Remuneration component
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Design
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Strategic relevance
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Fixed annual salary
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2024 Remuneration system
No changes
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The fixed remuneration components, consisting of the fixed annual salary, fringe benefits, and the pension commitment, are intended both to attract candidates from the global market to develop and implement the strategy and manage NORMA Group, and to prevent them from taking inappropriate risks by offering them financial security.
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2020 Remuneration system
The members of the Management Board receive a fixed annual salary in twelve monthly instalments, which are paid at the end of each month. The amount of the salary is based on the tasks and strategic and operational responsibility of the individual member of the Management Board.
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Fringe benefits
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2024 Remuneration system
No changes
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2020 Remuneration system
The Company provides each member of the Management Board with a company car for private use. Limitation of total monthly vehicle costs to EUR 2,000 for the Chair of the Management Board and EUR 1,850 for the ordinary members of the Management Board. The Company also takes out accident insurance (private and occupational accidents) for the members of the Management Board at its own expense.
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Company pension scheme
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2024 Remuneration system
Active members of the Management Board can choose between a defined contribution company pension plan with reinsurance and a direct payment to independently build up a private pension (“pension payment”) for the same amount of money.
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2020 Remuneration system
NORMA Group grants the active members of the Management Board a defined contribution company pension plan with reinsurance. The Company is required to make contributions to an external provider each year under the defined contribution plan. The amount of the contributions corresponds to current market practice.
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Variable remuneration component, design, and strategic relevance
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Remuneration component
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Design
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Strategic relevance
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Short-term incentive
(STI)
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2024 Remuneration system
The STI is a one-year performance-related bonus that depends on the following financial and non-financial performance targets:
•NORMA Group-operating-EBIT (weighting 35%)
•Group base cash flow (weighting 35%)
•ESG targets (weighting 20%)
•Individual targets (weighting 10%)
The STI payment amount is calculated by multiplying the individual target amount by the overall achievement level of the financial and individual performance criteria as well as the ESG targets. Payment is made in cash after approval of the consolidated financial statements for the respective fiscal year, but not before May 1, and is capped at 200% of the target amount.
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The STI sets ambitious incentives for maximizing NORMA Group’s financial success measured as “NORMA Group operating EBIT” adjusted for acquisitions. This performance indicator measures profitability, which is the basis of the long-term company strategy and sustainable value creation. The “Group base cash flow” supplements the STI with a performance indicator that takes into account NORMA Group’s liquidity and financial strength. By integrating ESG targets into the STI, society’s contribution to dealing with global challenges such as climate change and resource scarcity is incentivized in addition to financial success.
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2020 Remuneration system
The STI is a performance-dependent bonus consisting of two components. In the first step, the Chair of the Management Board is awarded 0.33% and the ordinary members of the Management Board 0.22% of average EBIT adjusted for acquisitions in fiscal years 2023, 2024, and 2025. In the next step, this amount is adjusted by the relative share yield compared to the peer group industrial companies below in a range of 0.8 to 1.2.
In total, the amount of the STI is limited to 180% of the fixed annual salary.
Payment is made in cash in the month following the month in which the Consolidated Financial Statements for the respective fiscal year were approved.
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Long-term incentive
(LTI)
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2024 Remuneration system
The LTI is a virtual performance share plan with a performance period of four years, which depends on the following financial and non-financial performance targets:
•Relative total shareholder return compared to the MDAX (weighting 70%)
•Group operating EBIT margin (weighting 20%)
•ESG targets (weighting 10%)
At the beginning of the performance period, each Management Board member receives a conditional number of virtual shares calculated on the basis of an individual target amount and the share price at the time of allocation (average of the 60 trading days prior to the allocation date).
The final number of virtual shares is determined by achieving the above targets. Target achievement determines the payout factor.
The payout amount corresponds to the final number of virtual shares multiplied by the share price at the end of the performance period (average of the 60 trading days before the end of the performance period). The payout will be made in cash and is limited to a maximum of 150% of the conditionally granted virtual shares and 200% of the target amount.
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The LTI serves to promote the long-term and sustainable development of the Company. The introduction of a standard market performance share plan will make the remuneration system more transparent and comprehensible. The relative total shareholder return performance target measures success in comparison to the market, promotes the alignment of interests between the Management Board and shareholders, and aims to increase the value of the Company. In addition, the “Group operating EBIT margin” performance target focuses on the Company’s long-term operating profitability. The sustainable business orientation and the Company’s social and environmental responsibility are reflected in the integration of ESG targets into the LTI.
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2020 Remuneration system
Multi-year variable remuneration is divided into two independent components and consists of an LTI based on NORMA Value Added (NOVA LTI) and the Environmental Social Governance LTI (ESG LTI).
The NOVA LTI is a backward-looking performance cash plan supplemented by a forward-looking share purchase and share retention obligation. NOVA is calculated as the difference between adjusted EBIT for the financial year multiplied by 1 minus the average corporate tax rate minus WACC (Weighted Average Cost of Capital) multiplied by invested capital at the beginning of the fiscal year.
The payout amount of the NOVA LTI is limited to a maximum of 200 percent of the fixed annual salary. Regardless of whether the Company makes the payout from the NOVA LTI in cash or in shares, 75 percent of the net payout amount from the NOVA LTI must be invested in shares of the Company and be held in ownership for at least four years.
The ESG LTI is a forward-looking performance cash plan with a performance period of 4 years.
The target amount for the ESG LTI is 20% of the fixed annual salary for the respective fiscal year, and the payout is limited to a maximum of 100% of this target amount. Regardless of whether the Company pays out the ESG LTI in cash or shares, 100% of the net payout amount from the ESG LTI must be invested in shares of the Company and be held in ownership for at least one year.
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Other remuneration arrangements
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Clawback control
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2024 Remuneration system
The variable remuneration components are subject to clawback if the audited Consolidated Financial Statements and/or the basis for determining other targets on which the calculation of the variable remuneration is based have to be corrected retrospectively (“performance clawback”). In addition, the Supervisory Board may withhold or reclaim variable remuneration components in whole or in part in the event of gross misconduct (“compliance clawback”).
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The introduction of a market-standard compliance clawback protects NORMA Group from any risk to the business success or reputation of NORMA Group SE or one of its companies.
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2020 Remuneration system
The variable remuneration components are subject to clawback if the audited Consolidated Financial Statements and/or the basis for determining other targets on which the calculation of the variable remuneration is based have to be corrected retrospectively (“performance clawback”).
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Maximum remuneration
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2024 Remuneration system
No changes
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The maximum remuneration ensures that the remuneration of the members of the Management Board is not unreasonably high, even taking the comparative environment into account, so that disproportionate risks and costs for NORMA Group are avoided.
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2020 Remuneration system
The maximum remuneration for the Chair of the Management Board is EUR 3,900,000 and for the other members of the Management Board EUR 2,500,000.
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Share purchase and shareholding obligations
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2024 Remuneration system
Purchase and retention obligation of 100% of the annual base salary. The shareholding obligation must be built up over four years in accordance with a predetermined acquisition plan. An STI paid out in the following year can also be used to purchase shares. If the purchase obligation is not fulfilled, the LTI payment can be reduced by the Supervisory Board.
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The share purchase and holding obligations promote an alignment of interests between the Management Board and shareholders and provide additional incentives to increase the value of the Company.
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2020 Remuneration system
Share purchase and holding obligations under the NOVA LTI and ESG LTI regulations, with clawback options if the purchase and holding obligation is not met.
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Legend
These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.