8 Remuneration System for the Management Board and Employees of the Group

8.1 CONVERTIBLE BONDS

8.1.1 2010 PROGRAM

On April 1, 2010, a total of 352,800 convertible bonds were granted to members of the Management Board and Senior Management Group. The exercise price of the convertible bonds was € 16.79 and equaled the Company’s share price in the XETRA closing auction of the Frankfurt Stock Exchange on the trading day preceding the convertible bonds’ issue. Each convertible bond had a value of € 0.33 and was converted into one no-par value bearer share of the Group against payment of the exercise price. The beneficiaries were only permitted to exercise their conversion rights after a vesting period of four years beginning after the grant date. Exercise of the conversion rights was only possible if, on one trading day during the lifetime of the convertible bond, the share price reached at least 110 % of the exercise price as of the grant date.

In the 2015 financial year, a total of 80,848 convertible bonds were exercised at a weighted-average share price of € 59.86 (2014: 235,952 convertible bonds at a weighted-average share price of € 69.69).

8.1.2 2013 PROGRAM

On April 1, 2013, MorphoSys AG granted the Management Board and members of the Senior Management Group convertible bonds with a total nominal value of € 225,000 and divided into 449,999 bearer bonds with equal rights from “Conditional Capital 2008-III”. The beneficiaries have the right to convert the bonds into Company shares. Each convertible bond can be exchanged for one of the Company’s bearer shares equal to the proportional amount of common stock, which currently stands at € 1. Exercise of the convertible bonds is subject to several conditions, such as the achievement of performance targets, the expiration of vesting periods, the exercisability of the conversion rights, the existence of an employment or service contract that is not under notice and the commencement of the exercise period.

The conversion price amounted to € 31.88 and was derived from the Company’s share price in the XETRA closing auction of the Frankfurt Stock Exchange on the trading day preceding the issue of the convertible bonds. The exercise of the conversion rights is admissible if, on at least one trading day during the lifetime of the convertible bonds, the share price of the Company has risen to more than 120 % of the price in the XETRA closing auction of the Frankfurt Stock Exchange on the trading day preceding the issue of the convertible bonds.

The exercise of the conversion rights is only admissible after the expiration of a four-year vesting period from the grant date. In the event of a change of control, the vesting period is shortened to two years from the grant date. For every year without a notice of termination of the employment relationship with the Company or an affiliated company, 25 % of the conversion rights become vested. In the event of a change of control, all unvested conversion rights become vested.

If an employment or service contract of a beneficiary is terminated without notice, no further conversion rights can be vested under the above mentioned vesting scheme. Thus, upon rendition of the notice, all conversion rights still unvested by this time will expire without substitution. In the event of a contractual notice of termination of such employment or service contract with the beneficiary or a mutually agreed dissolution contract, the previous sentence applies and becomes effective as of the date of termination of the employment or service contract.

The following table shows the development of the convertible bond plans for Group employees in the 2015 and 2014 financial years.

Convertible
Bonds
Weighted-
average
Price (€)
Outstanding on
January 1, 2014
766,799 25.65
Granted 0 0.00
Exercised (235,952) 16.79
Forfeited 0 0.00
Expired 0 0.00
Outstanding on
December 31, 2014
530,847 29.58
 
Outstanding on
January 1, 2015
530,847 29.58
Granted 0 0.00
Exercised (80,848) 16.79
Forfeited 0 0.00
Expired 0 0.00
Outstanding on
December 31, 2015
449,999 31.88

As of December 31, 2015, the number of vested convertible bonds totaled 225,000 shares (December 31, 2014: 193,348 shares).

The following overview includes the weighted-average exercise price as well as information on the contract duration of significant groups of convertible bonds as of December 31, 2015.

Range of Exercise Prices Number
Outstanding
Remaining
Contractual Life (in Years)
Weighted-
average Exercise Price (€)
Number
Exercisable
Weighted-
average Exercise Price (€)
€ 25.00 – € 40.00 449,999 4.25 31.88 225,000 31.88
449,999 4.25 31.88 225,000 31.88

The Group recognizes personnel expenses resulting from convertible bonds in accordance with IFRSIFRS: International Financial Reporting Standards; future EU-wide standards produced by the IASB 2 and IAS 32.28. The equity component of the convertible bonds is presented separately under additional paid-in capital. The corresponding amount is recognized as personnel expenses from convertible bonds. In 2015 and 2014, compensation expenses related to convertible bonds amounted to € 839,906 and € 1,609,086, respectively.

8.2 LONG-TERM INCENTIVE PROGRAMS

8.2.1 2011 LONG-TERM INCENTIVE PROGRAM

On June 1, 2011, MorphoSys established a long-term incentive plan (LTI plan) for the Management Board and the Senior Management Group. According to IFRS, this program is considered a share-based payment program with settlement in equity instruments and is accounted for accordingly. The LTI plan is a performance-related share plan and is paid out in ordinary shares of MorphoSys AG if predefined key performance criteria are achieved. These criteria are assessed and approved annually by the Supervisory Board and include revenue, EBIT and the number of projects in the R&D portfolio. The fulfillment of these criteria is set at 100 % for three years and 110 % for one year. The Supervisory Board set the “company factor” at 1.3, meaning the number of shares to be allocated is scaled by a factor of 1.3. This factor also resulted in additional personnel expenses of € 0.5 million in the 2015 financial year. Previously, personnel expenses resulting from the 2011 LTI program were recognized based on the assumption of a company factor of 1.0. Based on these terms and the company factor, a total of 104,890 ordinary shares of MorphoSys AG was allocated to beneficiaries on June 1, 2015 after the expiration of the fouryear vesting period. The Management Board received 71,949 shares (for further information, please see the tables titled “Shares” and “Performance Shares” in Item 8.3 “Related Parties”), and the Senior Management Group received 32,941 shares.

In 2015, personnel expenses from stock options under the Group’s 2011 LTI plan amounted to € 558,740 (2014: € 172,311).

8.2.2 2012 LONG-TERM INCENTIVE PROGRAM

On April 1, 2012, MorphoSys established a second long-term incentive plan (LTI plan) for the Management Board and the Senior Management Group. According to IFRS 2, this program is considered a share-based payment program with settlement in equity instruments and is accounted for accordingly. The LTI plan is a performance-related share plan and will be paid out in ordinary shares of MorphoSys AG if predefined key performance criteria are achieved. These criteria are approved annually by the Supervisory Board.

The grant date was April 1, 2012 and the vesting period is four years. One fourth of the performance shares will become vested in each year of the four-year vesting period, provided that the performance criteria set for the respective period were met in full. The annual number of vested shares will be reduced to the extent that the performance criteria of the relevant year have been fulfilled between only 50 % and 99 %, and increased to the extent that the performance criteria were met by more than 100 % (maximum 200 %). If in one year the specified performance criteria are achieved by less than 50 %, no shares will become vested in that year. In any case, the maximum pay-out at the end of the four-year period is limited by a factor determined by the Group which generally amounts to 1. However, in justified cases, the Supervisory Board may set this factor freely between 0 and 2, for example, if the level of payment seems unreasonable with regard to the general development of the Company. The right to receive a certain allocation of shares under the LTI plan, however, occurs only at the end of the four-year vesting period.

If the number of repurchased shares is not sufficient for servicing the LTI plan, MorphoSys reserves the right to pay a certain amount of the LTI plan in cash in the amount of the performance shares at the end of the vesting period, provided the cash amount does not exceed 200 % of the fair value of the performance shares on the grant date.

If a member of the Management Board prematurely ceases to hold an office at the MorphoSys Group before expiration of the four-year performance period, this member (or the member’s heirs) is entitled to performance shares determined on a precise daily pro rata basis. If a Management Board member prematurely ceases to hold an office at the MorphoSys Group for good reason as defined by Sec. 626 Para. 2 of the German Civil Code (BGB) before expiration of the four-year performance period, the beneficiary will not be entitled to an allocation of performance shares. If a change of control occurs during the four-year vesting period, all performance shares will be considered fully vested. In each case above, the right to receive a certain allocation of shares under the LTI plan only occurs at the end of the four-year vesting period.

In April 2012, MorphoSys repurchased 91,500 of its own shares on the stock exchange at an average price of € 20.08 per share for the 2012 LTI plan. The repurchased shares may be used for all purposes named in the authorization of the Annual General Meetings on May 19, 2011 and May 23, 2014, particularly for any existing or future employee participation schemes and/or to finance acquisitions. The shares may also be redeemed.

These 91,500 shares were allocated to the beneficiaries retroactively on April 1, 2012 and included 57,967 shares for the Management Board (for further information, please see the table titled “Performance Shares” in Item 8.3* “Related Parties”) and 33,533 shares for the Senior Management Group. The number of shares allocated is based on the full achievement of performance criteria and a company factor of 1. The fair value of the performance shares was € 19.24 per share on the grant date (April 1, 2012). No dividends were considered in determining the fair value of the repurchased shares because the Group does not intend to distribute any dividends in the foreseeable future. From the grant date until December 31, 2015, two beneficiaries left MorphoSys and, therefore, 4,051 performance shares were forfeited.

On October 1, 2012, MorphoSys established another long-term incentive plan (LTI plan) for Senior Management Group members. The terms of this plan were identical to the April 1, 2012 plan. A total of 2,292 shares was allocated. The fair value was € 24.00 per share on the grant date.

In 2015, personnel expenses from stock options under the Group’s 2012 LTI plan amounted to € 108,619 (2014: € 293,904).

8.2.3 2013 LONG-TERM INCENTIVE PROGRAM

On April 1, 2013, MorphoSys established another long-term incentive plan (LTI plan) for the Management Board and the Senior Management Group. According to IFRS 2, this program is considered a share-based payment program with settlement in equity instruments and is accounted for accordingly. The LTI plan is a performance-related share plan and will be paid out in ordinary shares of MorphoSys AG if predefined key performance criteria are achieved. These criteria are evaluated annually by the Supervisory Board. The grant date was April 1, 2013 and the vesting/ performance period is four years. If the predefined key performance criteria for the respective period are fully met, 25 % of the performance shares become vested in each year of the four-year vesting period. The number of shares vested each year will be reduced or increased to the extent that the performance criteria of the respective year have been achieved between only 50 % and 99.9 % (<100 %) or the achievement of the performance criteria has exceeded 100 % (maximum 200 %). If in one year the performance criteria are achieved by less than 50 %, no shares will become vested in that year. In any case, the maximum pay-out at the end of the four-year period is limited by a factor determined by the Group, which generally amounts to 1. However, in justified cases, the Supervisory Board may set this factor freely between 0 and 2, for example, if the level of payment is considered unreasonable in view of the Company’s general development. The right to receive a certain allocation of shares under the LTI plan occurs only at the end of the four-year vesting period.

If the number of repurchased shares is not sufficient for servicing the LTI plan, MorphoSys reserves the right to pay a certain amount of the LTI plan in cash in the amount of the performance shares at the end of the vesting period, provided the cash amount does not exceed 200 % of the fair value of the performance shares on the grant date.

If a member of the Management Board prematurely ceases to hold an office at the MorphoSys Group before expiration of the four-year performance period, the member (or the member’s heirs) is entitled to performance shares determined on a precise daily pro rata basis. If a Management Board member prematurely ceases to hold an office at the MorphoSys Group for good reason as defined by Sec. 626 Para. 2 of the German Civil Code (BGB) before expiration of the four-year performance period, the beneficiary will not be entitled to an allocation of performance shares. If a change of control occurs during the four-year vesting period, all performance shares will be considered fully vested. In each case above, the right to receive a certain allocation of shares under the LTI plan only occurs at the end of the four-year vesting period.

In April and May of 2013, MorphoSys repurchased 84,475 of its own shares on the stock exchange at an average price of € 33.43 per share. The repurchased shares can be used for all purposes named in the authorizations of the Annual General Meetings on May 19, 2011 and on May 23, 2014 and particularly for any existing or future employee participation schemes and/or to finance acquisitions. The shares may also be redeemed.

Of these shares, 61,600 were allocated to beneficiaries retroactively effective April 1, 2013. This included 36,729 shares for the Management Board (for further information, please see the table titled “Performance Shares” in Item 8.3* “Related Parties”) and 24,871 shares for the Senior Management Group. The number of shares allocated is based on the full achievement of performance criteria and a company factor of 1. On the grant date (April 1, 2013), the fair value of the performance shares was € 31.88 per share. No dividends were included in the determination of the fair value of the repurchased shares since the Group does not intend to distribute any dividends in the foreseeable future. From the grant date until December 31, 2015, one beneficiary left MorphoSys and, therefore, 772 performance shares were forfeited. For the calculation of the personnel expenses resulting from share-based payments under the 2013 LTI plan, it was assumed that one beneficiary will leave the Company during the four-year period.

On October 1, 2013, MorphoSys established another long-term incentive plan (LTI plan) for Senior Management Group members. The terms of the plan were identical to the April 1, 2013 plan. A total of 549 shares was allocated, and the fair value on the grant date was € 57.39 per share.

In 2015, personnel expenses from stock options under the Group’s 2013 LTI plan amounted to € 299,024 (2014: € 594,309).

8.2.4 2014 LONG-TERM INCENTIVE PROGRAM

On April 1, 2014, MorphoSys established a fourth long-term incentive plan (LTI plan) for the Management Board and the Senior Management Group. According to IFRS 2, this program is considered a share-based payment program with settlement in equity instruments and is accounted for accordingly. The LTI plan is a performance-related share plan and will be paid out in ordinary shares of MorphoSys AG if predefined key performance criteria are achieved. These criteria are evaluated annually by the Supervisory Board. The grant date was April 1, 2014 and the vesting/ performance period is four years. If the predefined key performance criteria for the respective period are fully met, 25 % of the performance shares become vested in each year of the four-year vesting period. The number of shares vested each year will be reduced or increased to the extent that the performance criteria of the respective year have been achieved between only 50 % and 99.9 % (<100 %) or the achievement of the performance criteria has exceeded 100 % (maximum 200 %). If in one year the performance criteria are met by less than 50 %, no shares will become vested in that year. In any case, the maximum pay-out at the end of the four-year period is limited by a factor determined by the Group, which generally amounts to 1. However, in justified cases, the Supervisory Board may set this factor freely between 0 and 2, for example, if the level of payment is regarded as unreasonable in view of the general development of the Company. The right to receive a certain allocation of shares under the LTI plan, however, occurs only at the end of the four-year vesting period.

If the number of repurchased shares is not sufficient for servicing the LTI plan, MorphoSys reserves the right to pay a certain amount of the LTI plan in cash in the amount of the performance shares at the end of the vesting period, provided the cash amount does not exceed 200 % of the fair value of the performance shares on the grant date.

If a member of the Management Board ceases to hold an office at the MorphoSys Group because of termination (or if the Management Board member terminates the employment contract), resignation, death, injury, disability, by reaching retirement age (receipt of a normal retirement pension, early-retirement pension or disability pension, as long as the requirements for the disability pension entitlement are met) or under other circumstances subject to the Supervisory Board’s discretion, the Management Board member (or the member’s heirs) is entitled to performance shares determined on a precise daily pro rata basis.

If a member of the Management Board ceases to hold an office at the MorphoSys Group for good reason as defined by Sec. 626 Para. 2 of the German Civil Code (BGB) and/or as defined by Sec. 84 Para. 3 of the German Stock Corporation Act (AktG), the beneficiary will not be entitled to performance shares.

If a change of control occurs during the four-year vesting period, all performance shares will become fully vested. In this case, the right to receive a certain allocation of shares under the LTI plan occurs only at the end of the four-year vesting period.

In March 2014, MorphoSys repurchased 111,000 of its own shares on the stock exchange at an average price of € 70.53 per share. The repurchased shares may be used for all purposes named in the authorizations of the Annual General Meetings on May 19, 2011 and May 23, 2014 and particularly for any existing or future employee participation schemes and/or to finance acquisitions. The shares may also be redeemed.

A total of 32,513 of these shares were allocated to beneficiaries on April 1, 2014 with 18,264 allocated to the Management Board (further details may be found in the table titled “Performance Shares” in Item 8.3* “Related parties”) and 14,249 shares to the Senior Management Group. The number of shares allocated is based on the full achievement of performance criteria and a company factor of 1. The fair value of the performance shares on the grant date (April 1, 2014) was € 67.30 per share. This price was equivalent to the share price on the Frankfurt Stock Exchange (Xetra) on the trading day preceding the grant date. No dividends were included in the determination of the fair value of the repurchased shares because the Group does not intend to distribute any dividends in the foreseeable future. From the grant date until December 31, 2015, one beneficiary left MorphoSys and, therefore, 608 performance shares were forfeited. For the calculation of the personnel expenses from share-based payments under the 2014 LTI plan, it was assumed that one beneficiary will leave the Company during the four-year period.

In 2015, personnel expenses resulting from stock options under the Group’s 2014 LTI plan amounted to € 647,941 (2014: € 1,016,776).

8.2.5 2015 LONG-TERM INCENTIVE PROGRAM

On April 1, 2015, MorphoSys established a fifth long-term incentive plan (LTI plan) for the Management Board and the Senior Management Group. According to IFRS 2, this program is considered a share-based payment program with settlement in equity instruments and is accounted for accordingly. The LTI plan is a performance-related share plan and will be paid out in ordinary shares of MorphoSys AG if predefined key performance criteria are achieved. These criteria are evaluated annually by the Supervisory Board. The grant date was April 1, 2015 and the vesting/ performance period is four years. If the predefined key performance criteria for the respective period are fully met, 25 % of the performance shares become vested in each year of the four-year vesting period. The number of shares vested each year is reduced or increased to the extent that the performance criteria of the respective year have been achieved between only 50 % and 99.9 % (<100 %) or the achievement of the performance criteria exceeded 100 % (maximum 200 %). If in one year the performance criteria are met by less than 50 %, no shares will become vested in that year. In any case, the maximum pay-out at the end of the four-year period is limited by a factor determined by the Group, which generally amounts to 1.

However, in justified cases, the Supervisory Board may set this factor freely between 0 and 2, for example, if the level of payment is regarded as unreasonable in view of the general development of the Company. The right to receive a certain allocation of shares under the LTI plan only occurs at the end of the four-year vesting period.

If the number of repurchased shares is not sufficient for servicing the LTI plan, MorphoSys reserves the right to pay a certain amount of the LTI plan in cash in the amount of the performance shares at the end of the vesting period, provided the cash amount does not exceed 200 % of the fair value of the performance shares on the grant date.

If a member of the Management Board ceases to hold an office at the MorphoSys Group because of termination (or if the Management Board member terminates the employment contract), resignation, death, injury, disability, by reaching the retirement age (receipt of a normal retirement pension, early-retirement pension or disability pension, as long as the requirements for the disability pension entitlement are met) or under other circumstances subject to the Supervisory Board’s discretion, the Management Board member (or the member’s heirs) is entitled to performance shares determined on a precise daily pro rata basis.

If a member of the Management Board ceases to hold an office at the MorphoSys Group for good reason as defined by Sec. 626 Para. 2 of the German Civil Code (BGB) and/or as defined by Sec. 84 Para. 3 of the German Stock Corporation Act (AktG), the beneficiary will not be entitled to performance shares.

If a change of control occurs during the four-year vesting period, all performance shares will become fully vested. In this case, the right to receive a certain allocation of shares under the LTI plan occurs only at the end of the four-year vesting period.

In April 2015, MorphoSys repurchased 88,670 of its own shares on the stock exchange at an average price of € 60.79 per share for a total amount of € 5,389,984. The repurchased shares may be used for all purposes named in the authorization of the Annual General Meeting on May 23, 2014 and particularly for any existing or future employee participation schemes and/or to finance acquisitions. The shares may also be redeemed.

A total of 40,425 of these shares were allocated to beneficiaries on April 1, 2015: 21,948 were allocated to the Management Board (further details may be found in the table titled “Performance Shares” in Item 8.3 “Related parties”) and 18,477 shares to the Senior Management Group. The number of shares allocated is based on the 100 % achievement of the performance criteria and a company factor of 1. The fair value of the performance shares as of the grant date (April 1, 2015) was € 58.81 per share. No dividends were considered in the determination of the fair value of the repurchased shares since the Group does not intend to distribute any dividends in the foreseeable future. From the grant date until December 31, 2015, no beneficiary left MorphoSys, and no performance shares have been forfeited. For the calculation of the personnel expenses from share-based payments under the 2015 LTI plan, it was assumed that one beneficiary will leave the Company during the four-year period.

In 2015, personnel expenses from stock options under the Group’s 2015 LTI plan amounted to € 1,104,730.

8.3 RELATED PARTIES

Related parties that can be influenced by the Group or can have a significant influence on the Group can be divided into subsidiaries, members of management in key positions and other related entities.

The Group engages in business relationships with members of the Management Board and Supervisory Board as related parties responsible for the planning, management and monitoring of the Group. In addition to cash compensation, the Group has granted the Management Board convertible bonds and performance shares. The tables below show the shares, convertible bonds and performance shares held by the members of the Management Board and Supervisory Board, as well as the changes in their ownership during the 2015 financial year.

Shares
01/01/2015 Additions Forfeitures Sales 12/31/2015
Management Board
Dr. Simon Moroney 452,885 42,353 0 0 495,238
Jens Holstein 2,000 16,132 0 14,132 4,000
Dr. Arndt Schottelius 2,000 16,132 0 16,132 2,000
Dr. Marlies Sproll 28,620 49,132 0 27,000 50,752
Total 485,505 123,749 0 57,264 551,990
Supervisory Board
Dr. Gerald Möller 9,000 2,000 0 0 11,000
Dr. Walter Blättler1 2,019 0 0 0
Dr. Daniel Camus1 0 0 0 0
Dr. Marc Cluzel 500 0 0 0 500
Karin Eastham 1,000 1,000 0 0 2,000
Dr. Geoffrey Vernon1 0 0 0 0
Dr. Frank Morich2 1,000 0 0 1,000
Wendy Johnson2, 3 0 0 0 500
Klaus Kühn2 0 0 0 0
Total 12,519 4,000 0 0 15,000

1 Dr. Walter Blättler, Dr. Daniel Camus and Dr. Geoffrey Vernon left the Supervisory Board of MorphoSys AG on 08. May 2015.
2 Dr. Frank Morich, Wendy Johnson and Klaus Kühn joined the Supervisory Board of MorphoSys AG on 08. May 2015.
3 500 shares have been acquired by Wendy Johnson before joining the Supervisory Board of MorphoSys AG.

Convertible Bonds
01/01/2015 Additions Forfeitures Exercises 12/31/2015
Management Board
Dr. Simon Moroney 107,186 0 0 18,800 88,386
Jens Holstein 90,537 0 0 0 90,537
Dr. Arndt Schottelius 60,537 0 0 0 60,537
Dr. Marlies Sproll 93,537 0 0 33,000 60,537
Total 351,797 0 0 51,800 299,997
Performance Shares
01/01/2015 Additions Forfeitures Allocations 12/31/2015
Management Board
Dr. Simon Moroney 54,655 13,062 0 23,553 44,164
Jens Holstein 37,434 8,946 0 16,132 30,248
Dr. Arndt Schottelius 37,434 8,946 0 16,132 30,248
Dr. Marlies Sproll 37,434 8,946 0 16,132 30,248
Total 166,957 39,900 0 71,949 134,908

Zoom

The Supervisory Board of MorphoSys AG does not hold any convertible bonds or performance shares.

The total remuneration of the Management Board consists of several components, including fixed compensation, an annual cash bonus that is dependent upon the achievement of corporate and personal targets (shortterm incentives – STI), variable compensation components with long-term incentives (LTI) and other remuneration components. Following the expiration of the relevant contract term, the service contracts of the Management Board members stipulate a non-competition clause for a period of six months. During this period, the Management Board member is entitled to compensation payments amounting to 100 % of the pro rata fixed compensation.

In 2015, the total remuneration of the Supervisory Board, excluding reimbursement for travel costs, amounted to € 529,270 (2013: € 514,480).

While the remuneration of the Management Board and the Supervisory Board as members in key management positions is presented in accordance with the provisions of the Corporate Governance Code in the management report, the following tables show the expense-based view in accordance with IAS 24.

SUPERVISORY BOARD REMUNERATION FOR THE YEARS 2015 AND 2014:
Fixed Compensation Attendance Fees 3 Total Compensation
in € 2015 2014 2015 2014 2015 2014
Dr. Gerald Möller 93,521 97,400 36,200 38,000 129,721 135,400
Dr. Walter Blättler 1 16,188 46,160 13,000 25,200 29,188 71,360
Dr. Daniel Camus 1 16,188 46,160 8,400 23,200 24,588 69,360
Dr. Marc Cluzel 50,089 46,160 28,000 32,400 78,089 78,560
Karin Eastham 50,089 46,160 36,800 32,400 86,889 78,560
Dr. Geoffrey Vernon 1 20,073 57,240 8,400 24,000 28,473 81,240
Dr. Frank Morich 2 37,324 14,200 51,524
Wendy Johnson 2 30,099 26,400 56,499
Klaus Kühn 2 30,099 14,200 44,299
Total 343,670 339,280 185,600 175,200 529,270 514,480

1 Dr. Walter Blättler, Dr. Daniel Camus and Dr. Geoffrey Vernon left the Supervisory Board of MorphoSys AG on 08. May 2015.
2 Dr. Frank Morich, Wendy Johnson and Klaus Kühn joined the Supervisory Board of MorphoSys AG on 08. May 2015.
3 The attendance fee contains expense allowances for the attendance at Supervisory Board and Committee meetings.

In the years 2015 and 2014, there were no other long-term benefits in accordance with IAS 24.17 (c) or benefits upon termination of employment in accordance with IAS 24.17 (d) accruing to the Management Board or Supervisory Board.

There are presently no other agreements with current or former members of the Supervisory Board.

As of December 31, 2015, the Senior Management Group held 150,002 convertible bonds (December 31, 2014: 169,050 units) and 85,542 performance shares (December 31, 2014: 91,807), which were granted by the Company. In 2015, an additional long-term incentive program was allocated to the Management Board and Senior Management Group. As part of this program, the Senior Management Group was allocated 18,477 performance shares. On June 1, 2015, a total of 29,360 shares under the 2011 LTI plan were granted to the Senior Management Group, reducing the number of performance shares. A total of 19,048 convertible bonds were exercised in 2015 (2014: 130,952) while no stock appreciation rights were exercised during the same period (2014: 15,000). In 2015, a total of 1,380 performance shares forfeited because one beneficiary had left MorphoSys.

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