Approval of the compensation report for fiscal year 2024
The report on the compensation awarded or due to present and former members of the Managing Board and Supervisory Board of HUGO BOSS AG for fiscal year 2024 has been prepared in accordance with Sec. 162 AktG. The compensation reported for fiscal year 2024 is based on the compensation system for the Managing Board approved by a large majority at the 2021 Annual General Meeting (Compensation System 2021; approval rate: 93.83%). At the Annual General Meeting on May 15, 2025, the compensation report for fiscal year 2024 received an approval rate of 67.96% in accordance with Sec. 120a (4) AktG. The Supervisory Board and the Managing Board primarily attribute this outcome to possible concerns regarding the CEO Investment Opportunity, which is explicitly not part of the compensation system and is explained in more detail at the end of this chapter.
Approval of the revised compensation system for the Managing Board
In light of the voting results on the compensation report in recent years, ongoing feedback from the capital market, and the Company’s commitment to further align with evolving best practices in corporate governance, the Supervisory Board thoroughly reviewed and further refined specific aspects of the Managing Board’s compensation system in fiscal year 2025. Consequently, and as part of the regular voting cycle, a revised compensation system was presented to the Annual General Meeting on May 15, 2025 (Compensation System 2025). The Compensation System 2025 applies to all new appointments and agreement extensions starting from January 1, 2025. The revised compensation system was approved by the Annual General Meeting with an approval rate of 71.05%. As in prior years, the Supervisory Board and the Managing Board primarily attribute this outcome to possible concerns regarding the CEO Investment Opportunity, which is explicitly not part of the compensation system. The following sections of this compensation report describe the Compensation System 2021 and, where relevant, explain the specific adjustments introduced under the Compensation System 2025.
Application of the compensation system for the Managing Board in fiscal year 2025
In fiscal year 2025, there were no changes to the composition of the Managing Board of HUGO BOSS AG. In May 2025, Oliver Timm was reappointed as a member of the Managing Board and Deputy CEO until December 31, 2028, with his service agreement extended accordingly.
In fiscal year 2025 the compensation of Daniel Grieder and Yves Müller were governed by the Compensation System 2021, while the renewed contract of Oliver Timm incorporates the regulations under the Compensation System 2025. The features presented in this report are included in both the Compensation System 2021 and the Compensation System 2025. Any discrepancies between the compensation systems will be addressed in this report.
The Personnel Committee regularly reviews the appropriateness and customarily nature of the compensation of the Managing Board members and, if necessary, proposes adjustments to the Supervisory Board in order to ensure that compensation for the members of the Managing Board is customary for the market and competitive within the applicable framework. As part of the regular voting cycle, the suitability was last reviewed in September 2024. In this context, the compensation of the members of the Managing Board was compared with the companies of the DAX and MDAX as well as relevant competitors, taking into account the size criteria of revenues, employees, and market capitalization (horizontal comparison). In this context, the maximum compensation was adjusted upward in order to adequately reflect market developments and maintain competitiveness. In addition, the appropriateness of the Managing Board compensation within the Group is reviewed annually based on the development of the Managing Board compensation compared to the development of the senior management compensation, defined as the first management level below the Managing Board, and to the development of the compensation of the employees as a whole, defined as the average compensation of the Group’s full-time employees (vertical comparison).
HUGO BOSS is firmly committed to driving sustainable, profitable growth. Introduced in December 2025, the Company’s strategy CLAIM 5 TOUCHDOWN is designed to support this ambition and to further strengthen the Company’s position in the global premium apparel market. The design of the Managing Board’s compensation system is aimed to provide strong incentives for the successful execution of this strategy. Consequently, the compensation of the Managing Board is closely linked to the Group strategy, with the performance-related compensation components (STI and LTI) based, among other things, on the development of financial performance criteria such as sales, operating profit (EBIT), and return on capital employed (ROCE). The inclusion of non-financial performance criteria also emphasizes the Company’s responsibility for environmental, social, and governance (ESG) topics as well as the objective of a sustainable, long-term successful business performance.
In fiscal year 2025, HUGO BOSS operated in a challenging global market environment, which weighed on overall business performance. Reflecting this development, the overall target achievement for the short-term incentive (STI) amounted to 80% in 2025. By contrast, the final target achievement for the long-term incentive (LTI) tranche issued in fiscal year 2022 (LTI 2022–2025) amounts to 143% of the target value (payment in fiscal year 2026), underscoring robust performance against the defined financial and non-financial targets over the three-year performance period.
In the past fiscal year, the Supervisory Board did not make use of the options provided by the compensation system in accordance with legal provisions to temporarily deviate from the compensation system or to make adjustments to the target achievement in certain circumstances.
This compensation report, prepared jointly by the Managing Board and the Supervisory Board, is audited by the external auditor as part of the formal audit required by law pursuant to Sec. 162 (3) AktG. The corresponding report on the audit of the compensation report is attached to this compensation report. Report of the Independent Auditor on the Audit of the Compensation Report in accordance with Section 162 (3) AktG
Application of the compensation system for the Supervisory Board in fiscal year 2025
The compensation system for the Supervisory Board was adopted by the Annual General Meeting on May 27, 2020, and confirmed unchanged by the Annual General Meeting on May 14, 2024 with a majority of 98.91%. The compensation system was applied in fiscal year 2025 in full, as set out in Art. 12 of the Company’s Articles of Association.
In fiscal year 2025, the Supervisory Board of HUGO BOSS AG was re-elected as scheduled at the ordinary Annual General Meeting on May 15, 2025. Among shareholder representatives, Iris Epple-Righi, Luca Marzotto, and Christina Rosenberg were re-elected, while Stephan Sturm, Andreas Kurali, and Michael Murray joined as new members. The previous representatives, Hermann Waldemer, Gaetano Marzotto, and Robin J. Stalker, did not stand for re-election. The employee representatives had been elected separately in March and assumed their mandate after the Annual General Meeting. Katharina Herzog, Daniela Liburdi, Tanja Silvana Nitschke, and Sinan Piskin were re-elected, while Dr. Claudia Hülsken and Laura Micati replaced Andreas Flach and Bernd Simbeck as new members. The term of office of the newly elected Supervisory Board runs until the end of the ordinary Annual General Meeting in 2030, which will decide on the approval of the Supervisory Board for fiscal year 2029. Immediately following the 2025 Annual General Meeting, Stephan Sturm was unanimously appointed Chairman and Sinan Piskin re-elected Deputy Chairman. As set out in Art. 12 of the Company’s Articles of Association, all newly appointed and departing members receive pro-rata compensation for their activities in fiscal year 2025.