Review of remuneration year 2025
A year of transformation for the Lufthansa Group
For the Lufthansa Group, 2025 was characterised by operational and financial stability and strategic development. Geopolitical crises and macroeconomic uncertainty made their mark on the global economy and international air traffic. Despite ongoing delays in aircraft deliveries and increased pressure on ticket prices, the Lufthansa Group strengthened its market position and made progress in almost all segments.
As such, the Executive Board consistently continued to push ahead with the biggest fleet modernisation in the Lufthansa Group’s history. At the same time, significant improvements in operational stability were achieved – not least due to the progress made in implementing the Lufthansa Airlines turnaround programme. The Lufthansa Group reported a significant increase in its earnings in the 2025 financial year, with solid revenue growth of 5.4% and Adjusted EBIT of EUR 1,960m. This was partly driven by the high level of passenger traffic demand as well as strong performance in the cargo business. Moreover, through its acquisition of a 41% stake in ITA Airways and the expansion of Lufthansa Technik’s international locations, the internationalisation of the company continued.
Changes to the remuneration system for the Executive Board from the 2025 financial year onwards
At its meeting in December 2024, the Supervisory Board adopted changes to the remuneration system approved by the Annual General Meeting on 9 May 2023, which took effect from 1 January 2025. The changes are based on a comprehensive review by the Supervisory Board of the existing remuneration system to ensure it reflects proposals from investors. The main changes are summarised in the table below:
| T206 | Overview of changes to the system of Executive Board remuneration | |
|---|---|---|
| Aspect | Change | |
| Retirement benefits |
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| Structure of target total remuneration |
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The modified remuneration system for the Executive Board members was presented to the Annual General Meeting on 6 May 2025 for approval in accordance with Section 120a Paragraph 1 AktG and approved with a majority of 96.54%. The remuneration system entered into force from 1 January 2025 for all new appointments and reappointments. Carsten Spohr, Michael Niggemann and Till Streichert switched to the new remuneration system during their current term of office, as of 1 January 2025 (“Remuneration System 2025”). Grazia Vittadini and Dieter Vranckx decided to remain in the remuneration system approved by the Annual General Meeting on 9 May 2023 for the time being (“Remuneration System 2023”). A changeover to the remuneration system in effect from 1 January 2025 is planned in the event of a possible reappointment. With the exception of the changes listed above and the associated implications on the target remuneration for Executive Board members (see T209), both Executive Board remuneration systems are identical, ensuring a consistent incentive system.
Vote on the remuneration report for the 2024 financial year at the Annual General Meeting 2025
The remuneration report for the 2024 financial year received the support of 84.66% of the shareholders in attendance at the Annual General Meeting on 6 May 2025.
The Supervisory Board once again discussed investors’ proposals in depth in financial year 2025 and took them into account, as shown in the table below:
| T207 | Handling of investor feedback in 2025 | |
|---|---|---|
| Investor feedback | Lufthansa’s response | |
| Criticism of the amount of contributions to the company pension | For three of the five Executive Board members, the contributions to the company pension has amounted to approximately 30% of basic remuneration since the 2025 financial year. The reduction is also planned for the other members of the Executive Board if they are reappointed. This means that the standard market rate of around 30% will be achieved in 2027. | |
| More ambitious target achievement curve for relative Total Shareholder Return (TSR) in the LTI | The asymmetric structure of the performance curve ensures a balanced profile of risks and opportunities. Having the NYSE Arca Global Airlines sector index as a benchmark also means that a demanding peer group is used. A target achievement curve in which the target corresponds to median performance is still standard within the German peer group. The Supervisory Board will continue to review the structure of the performance curve regularly in the context of market practice and peer group performance. | |
| Settlement of variable remuneration components in shares (not eligible for sale over a longer period of time) rather than cash | The Executive Board remuneration system also provides an option for variable remuneration components to be settled in company shares. The existing share ownership guidelines ensure that the Executive Board invests in company shares, meaning that its interests are harmonised with those of shareholders via the existing LTI Performance Share Plan. | |
| Duration of the LTI of five rather than four years | The assessment of performance criteria over four years for the LTI meets market standards, and is consistent with Section 87 AktG and the recommendations of the German Corporate Governance Code. It also remains in line with market practice in Germany. | |