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(29) Board of Directors

Executive Board

Memberships on supervisory boards and other comparable governing bodies of enterprises, other than subsidiaries of SAP on December 31, 2016

Bill McDermott

Chief Executive Officer

Strategy, Governance, Business Development, Corporate Development, Global Corporate Affairs, Corporate Audit and Global Marketing

Board of Directors, ANSYS, Inc., Canonsburg, PA, United States
Board of Directors, Under Armour, Inc., Baltimore, MD, United States
Board of Directors, Dell Secure Works, Atlanta, GA, United States (from April 21, 2016)

Robert Enslin

Global Customer Operations

Global Sales, Industry & LoB Solutions Sales, Services Sales, Sales Operations

Michael Kleinemeier

Digital Business Services

Global Consulting Delivery, Global and Regional Support and Premium Engagement Functions, Maintenance Go-to-Market, Global User Groups, Mobile Services

Supervisory Board, innogy SE, Essen, Germany (from September 1, 2016)

Bernd Leukert

Chief Technology Officer

Products & Innovation
Global Development Organization, Innovation & Cloud Delivery, Product Strategy, Development Services, SAP Global Security

Supervisory Board, DFKI (Deutsches Forschungszentrum für Künstliche Intelligenz GmbH), Kaiserslautern, Germany

Luka Mucic

Chief Financial Officer

Global Finance and Administration including Investor Relations and Data Protection & Privacy, Corporate IT and Processes

Stefan Ries (from April 1, 2016)

Chief Human Resources Officer, Labor Relations Director

HR Strategy, Business Transformation, Leadership Development, Talent Development

Supervisory Board, Rhein-Neckar Loewen GmbH, Kronau, Germany

Steve Singh (from April 1, 2016)

Business Networks and Applications

Including Concur, SAP Ariba, SAP Fieldglass, SAP’s Data Network Business, SAP Health, as well as Front-Office and Back-Office Solutions for Small and Midsize Businesses that currently include SAP Anywhere, SAP Business One and SAP Business ByDesign

Chairman of the Board of Directors, Center ID, Bellevue, WA, United States
Board of Directors, ModuMetal, Inc., Seattle, WA, United States
Board of Directors, Talend, Redwood City, CA, United States (from October 4, 2016)
Chairman of the Board of Directors, Docker, Inc., San Francisco, CA, United States (from November 3, 2016)

Executive Board Members Who Left During 2016

Gerhard Oswald (until December 31, 2016)
 

Supervisory Board

Memberships on supervisory boards and other comparable governing bodies of enterprises, other than subsidiaries of SAP on December 31, 2016

Prof. Dr. h.c. mult. Hasso Plattner 2), 4), 6), 7), 8)

Chairman

Margret Klein-Magar 1), 2), 4), 5)

Deputy Chairperson

Vice President, Head of SAP Alumni Relations

Chairperson of the Spokespersons’ Committee of Senior Managers of SAP SE

Pekka Ala-Pietilä 4), 5), 6), 7)

Chairman of the Board of Directors, Huhtamäki Oyj, Espoo, Finland

Board of Directors, Pöyry Plc, Vantaa, Finland
Chairman of the Board of Directors, CVON Group Limited, London, United Kingdom
Board of Directors, CVON Limited, London, United Kingdom
Chairman of the Board of Directors, CVON Innovation Services Oy, Turku, Finland
Board of Directors, CVON Future Limited, London, United Kingdom
Chairman of the Board of Directors, BMA Platform International Ltd., London, United Kingdom
Chairman of the Board of Directors, Sanoma Corporation, Helsinki, Finland

Panagiotis Bissiritsas 1), 3), 4), 5)

Support Expert

Martin Duffek 1), 3), 8)

Product Manager

Prof. Anja Feldmann 4), 8)

Professor at the Electrical Engineering and Computer Science Faculty at the Technische Universität Berlin

Prof. Dr. Wilhelm Haarmann 2), 5), 7), 8)

Attorney-at-Law, Certified Public Auditor, Certified Tax Advisor

Linklaters LLP, Rechtsanwälte, Notare, Steuerberater, Frankfurt am Main, Germany

Andreas Hahn 1), 2), 4)

Product Expert, IoT Standards

Prof. Dr. Gesche Joost 4), 8)

Professor for Design Research and Head of the Design Research Lab, University of Arts Berlin

Supervisory Board, ClearVAT Aktiengesellschaft, Berlin, Germany (from March 31, 2016)

Lars Lamadé 1), 2), 7), 8)

Head of Sponsorships

Managing Director, Rhein-Neckar Loewen GmbH, Kronau, Germany (until June 30, 2016)
Supervisory Board, Rhein-Neckar Loewen GmbH, Kronau, Germany (from August 30, 2016)

Bernard Liautaud 2), 4), 6)

Managing Partner Balderton Capital, London, United Kingdom

Board of Directors, nlyte Software Ltd., London, United Kingdom
Board of Directors, Talend SA, Suresnes, France
Board of Directors, Wonga Group Ltd., London, United Kingdom
Board of Directors, SCYTL Secure Electronic Voting SA, Barcelona, Spain
Board of Directors, Vestiaire Collective SA, Levallois-Perret, France
Board of Directors, Dashlane, Inc., New York, NY, United States
Board of Directors, Recorded Future, Inc., Cambridge, MA, United States
Board of Directors, eWise Group, Inc., Redwood City, CA, United States
Board of Directors, Qubit Digital Ltd., London, United Kingdom
Board of Directors, Stanford University, Stanford, CA, United States
Board of Directors, Opbeat Inc., San Francisco, CA, United States
Board of Directors, Aircall.io, New York City, NY, United States

Christine Regitz 1), 4), 8)

Vice President User ExperienceChief Product Expert

Dr. Erhard Schipporeit 3), 7)

Independent Management Consultant

Supervisory Board, Talanx AG, Hanover, Germany
Supervisory Board, Deutsche Börse AG, Frankfurt am Main, Germany
Supervisory Board, HDI V.a.G., Hanover, Germany
Supervisory Board, Hannover Rückversicherung SE, Hanover, Germany
Supervisory Board, Fuchs Petrolub SE, Mannheim, Germany
Supervisory Board, BDO AG, Hamburg, Germany
Supervisory Board, RWE AG, Essen, Germany (from April 20, 2016)
Board of Directors, Fidelity Funds SICAV, Luxembourg (until February 26, 2016)

Robert Schuschnig-Fowler 1), 8)

Account Manager, Senior Support Engineer

Deputy Chairman of SAP SE Works Council Europe, Member of Works Council SAP SE

Dr. Sebastian Sick 1), 2), 5), 7)

Head of Company Law Unit, Hans Böckler Foundation

Supervisory Board, Georgsmarienhütte GmbH, Georgsmarienhütte, Germany

Jim Hagemann Snabe 2), 5)

Supervisory Board Member

Board of Directors, Bang & Olufsen A/S, Struer, Denmark
Board of Directors, Danske Bank A/S, Copenhagen, Denmark (until March 17, 2016)
Board of Directors, A. P. Moller-Maersk A/S, Copenhagen, Denmark (from April 12, 2016)
Supervisory Board, Allianz SE, Munich, Germany
Supervisory Board, Siemens AG, Munich, Germany

Pierre Thiollet 1), 4)

Webmaster (P&I)

Member of the SAP France Works Council

Secretary of CHSCT (Hygiene, Security and Work Conditions Committee)

Prof. Dr.-Ing. Dr.-Ing. E. h. Klaus Wucherer 3)

Managing Director of Dr. Klaus Wucherer Innovations- und Technologieberatung GmbH, Erlangen, Germany

Deputy Chairman of the Supervisory Board, HEITEC AG, Erlangen, Germany
Deputy Chairman of the Supervisory Board, LEONI AG, Nuremberg, Germany
Chairman of the Supervisory Board, Festo AG & Co. KG, Esslingen, Germany


Information as at December 31, 2016

1)

Elected by the employees

2)

Member of the Company's General and Compensation Committee

3)

Member of the Company's Audit Committee

4)

Member of the Company's Technology and Strategy Committee

5)

Member of the Company's Finance and Investment Committee

6)

Member of the Company's Nomination Committee

7)

Member of the Company's Special Committee

8)

Member of the Company's People and Organization Committee


Allocating the fair value of the share-based payments to the respective years they are economically linked to, the total compensation of the Executive Board members for the years 2016, 2015, and 2014 was as follows:

Executive Board Compensation

€ thousands 2016 2015 2014
Short-term employee benefits 19,206 15,137 16,196
Share-based payment1) 23,942 10,365 8,098
Subtotal1) 43,148 25,502 24,294
Post-employment benefits 2,398 1,278 3,249
Thereof defined-benefit 1,792 288 2,276
Thereof defined-contribution 606 990 973
Total1) 45,546 26,780 27,543

1) Portion of total executive compensation allocated to the respective year

The share-based payment amounts disclosed above for 2016 are based on the grant date fair value of the restricted share units (RSUs) and performance share units (PSUs), respectively, issued to Executive Board members during the year under the new LTI Plan 2016, effective January 1, 2016.

The Executive Board members already received, in 2012, the LTI grants for the years 2012 to 2015 subject to continuous service as member of the Executive Board in the respective years. Although these grants are linked to and thus, economically, compensation for the Executive Board members in the respective years, section 314 of the German Commercial Code (HGB) requires them to be included in the total compensation number for the year of grant. Upon his appointment to the Executive Board in 2015, Michael Kleinemeier received a grant related to 2015. Vesting of the LTI grants is dependent on the respective Executive Board member’s continuous service for the Company.

The share-based payment for 2015 as defined in section 314 of the German Commercial Code (HGB) amounts to €263,200 and 4,622 RSUs, respectively, based on the allocation for 2015 for Michael Kleinemeier, which was granted in 2015 in line with his appointment to the Executive Board.

Considering the grant date fair value of the RSUs allocated in 2015 instead of the economically allocated amount of share-based payments in the table above, the sum of short-term employee benefits and share-based payment amounts to €15,400,400 and the total Executive Board compensation amounts to €16,678,400.

Share-Based Payment for Executive Board Members

2016 2015 2014
Number of RSUs granted 147,041 192,345 153,909
Number of PSUs granted 220,561 NA NA
Number of stock options granted 0 0 0
Total expense in € thousands 14,233 22,310 11,133

In the table above, the share-based payment expense is the amount recorded in profit or loss under IFRS 2 in the respective period.

The defined benefit obligation (DBO) for pensions to Executive Board members and the annual pension entitlement of the members of the Executive Board on reaching age 60 based on entitlements from performance-based and salary-linked plans were as follows:

Retirement Pension Plan for Executive Board Members

€ thousands 2016 2015 2014
DBO December 31 10,739 8,948 11,273
Annual pension entitlement 470 427 475

The total annual compensation of the Supervisory Board members for 2016 is as follows:

Supervisory Board Compensation

€ thousands 2016 2015 2014
Total compensation 3,652 3,728 3,227
Thereof fixed compensation 3,135 3,250 924
Thereof committee remuneration 517 479 515
Thereof variable compensation NA NA 1,788

The Supervisory Board members do not receive any share-based payment for their services. As far as members who are employee representatives on the Supervisory Board receive share-based payment, such compensation is for their services as employees only and is unrelated to their status as members of the Supervisory Board.

Payments to/DBO for Former Executive Board Members

€ thousands 2016 2015 2014
Payments 1,667 1,580 3,462
DBO December 31 33,935 32,758 33,764

SAP did not grant any compensation advance or credit to, or enter into any commitment for the benefit of, any member of the Executive Board or Supervisory Board in 2016, 2015, or 2014.

Shareholdings of Executive and Supervisory Board Members

Number of SAP shares 2016 2015 2014
Executive Board 85,985 45,309 36,426
Supervisory Board 87,875,732 90,262,686 107,467,372

Detailed information about the different elements of the compensation as well as the number of shares owned by members of the Executive Board and the Supervisory Board are disclosed in the Compensation Report, which is part of our Management Report and of our Annual Report on Form 20-F, both of which are available on SAP’s Web site.

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