Governance

The actions of Evotec SE’s management and oversight bodies are determined by the principles of good and responsible Corporate Governance. An effective Corporate Governance is crucial for the Company’s business affairs as well as for capital market communication. This has always been of utmost significance to Evotec. With our commitment to complying with highest Corporate Governance standards we demonstrate our dedication to well-balanced and transparent rules to the market participants and internally emphasize the importance of our clearly defined management tools and responsibilities.

For further information and documents concerning the Evotec Corporate Governance regarding Environmental Social Government (ESG) please refer to our ESG Performance & Reporting page.

Our Definition of Good Corporate Governance

Due to our shares’ listings on the Frankfurt Stock Exchange and on NASDAQ and in respect of our international stakeholder base, Evotec recognizes both German and international Corporate Governance standards. Good and transparent Corporate Governance ensures that the Company is managed and controlled in a responsible manner, with the objective of sustainable creation of value. The Management Board and Supervisory Board are convinced that compliance with high standards of Corporate Governance is a key factor of success. This also includes integrity in our dealings with employees, partners, shareholders and the public, which is demonstrated by the exemplary conduct of the Company’s management and controlling bodies. As a service provider and collaboration partner, we depend on our ability to win and retain the trust of our partners and customers through impeccable behavior. Our objective is to be credible, solid and reliable and act accordingly. Evotec's Corporate Governance is therefore regularly reviewed and enhanced by the Management Board and the Supervisory Board.

As part of the management strategy, we define and communicate specific goals on an annual basis. To accomplish these targets, we rely on the enterprise and initiative of our managers and employees. We achieve consensus on clearly defined objectives, and we regularly monitor how well we are meeting them. These agreements on targets are a key element of our leadership philosophy and an integral part of our remuneration system. To strengthen the governance of a sustainable business, a number of ESG measures are part of our Management Board’s short-term incentive plans (STI).

To further improve our sustainability governance, the Supervisory Board implemented a dedicated sub-committee for ESG topics in June 2022. This committee is composed of three Supervisory Board members, and is led by its Chairperson Constanze Ulmer-Eilfort, who has a strong background in governance. In addition, the CEO, the Global Head of HR and the Head of Global ESG at Evotec are regular participants in the committee’s meeting, which are held every two months. The Chairperson and the Head of Global IR & ESG are in regular contact between meetings.

Please find the current Declaration of Corporate Management below.

Declaration of Compliance by the Management Board & Supervisory Board with the German Corporate Governance Code for the Year 2023

The German Corporate Governance Code in its current version as of 28 April 2022 (the ‘Code’) contains principles, recommendations and suggestions for the Management Board and the Supervisory Board that are intended to ensure that the company is managed in its best interests. The Code highlights the obligation of Management Boards and Supervisory Boards – in line with the principles of the social market economy – to take into account the interests of the shareholders, the enterprise’s workforce and the other groups related to the enterprise (stakeholders) to ensure the continued existence of the enterprise and its sustainable value creation (the enterprise’s best interests).

With the following exceptions, Evotec complies with all recommendations of the Code and the majority of the Code’s suggestions. In December 2023, Evotec’s Management Board and Supervisory Board declared in accordance with Section 161 of the German Stock Corporation Act (AktG):

“Evotec SE has complied in 2023 with the recommendations of the Governmental Commission on the German Corporate Governance Code (the “Code”) as published in the official section of the Federal Gazette and intends to comply in the future with the recommendations of the Code, with the following exception:

  • Notwithstanding Section C.5 of the Code, Prof. Dr. med. Löw-Friedrich, Chief Medical Officer of UCB SA and Chairperson of Evotec‘s Supervisory Board, has also a seat in the Supervisory Board of Fresenius SE & Co. KGaA. In exercising her mandate as Chairperson of the Supervisory Board of Evotec SE, Prof. Dr. med. Iris Löw-Friedrich always had devoted sufficient time to perform her function to the extent required. Prof. Dr. med. Löw-Friedrich has plausibly demonstrated that this will also be the case in the future.”

Hamburg, December 2023

Management Board & Supervisory Board

Update of the Declaration of Conformity with the German Corporate Governance Code

The Management Board and Supervisory Board of Evotec SE last issued a Declaration of Conformity pursuant to Art. 9 (1) lit. c) ii) SE Regulation in conjunction with Section 161 of the German Stock Corporation Act (AktG) on the recommendations of the German Corporate Governance Code (currently in the version dated April 28, 2022; the "Code") in December 2023. This declaration is updated and hereby supplemented as follows

"In deviation from recommendations G.6 and G.10, Dr. Mario Polywka will not receive any long-term, share-based variable remuneration under the Management Board remuneration system for his temporary activity as Interim CEO from January 2024. Due to his only interim position as a member of the Management Board and Chairman of the Management Board for a maximum period of one year, the Supervisory Board of Evotec SE does not consider it in its interest to grant long-term variable remuneration whose assessment period would extend far beyond the term of office as a member of the Management Board and thus beyond the possibility of influencing the achievement of targets. In accordance with the German Stock Corporation Act and the Code, it should also be prevented that the incentivizing effect of long-term, share-based remuneration granted during the temporary activity on the Management Board continues after returning to the Supervisory Board and possibly leads to doubts about the independent exercise of control activities. The long-term promotion of the company's well-being and the guarantee of sustainable and long-term corporate success are already in the interests of Dr. Mario Polywka because he is to return to the Supervisory Board after completing his interim activity on the Management Board and therefore does not require any further incentives. After the end of Dr. Mario Polywka's temporary activity on the Management Board, the remuneration of the Management Board will again fully comply with the recommendations of the Code."

Otherwise, the declaration of conformity from December 2023 remains unchanged.

In January 2024

Management Board Supervisory Board

Update of the Declaration of Conformity with the German Corporate Governance Code

The Management Board and Supervisory Board of Evotec SE last issued a declaration of compliance with the recommendations of the German Corporate Governance Code (currently in the version dated 28 April 2022; the "Code") in accordance with Art. 9 (1) lit. c) ii) SE Regulation in conjunction with Section 161 of the German Stock Corporation Act (AktG) in December 2023 and supplemented and updated this declaration in January 2024. This declaration is updated and hereby supplemented by a further point as follows

"In application of recommendation G.11 and in deviation from recommendation G.8, the Supervisory Board partially redefined the performance criteria for the Management Board members for the short-term variable remuneration components (Bonus) in May 2024. The Supervisory Board has thus taken into account the forecast for 2024 as published on 24 April 2024, which differs significantly from the forecast originally used in December 2023 for the performance criteria for the 2024 Bonus.

This gives the Supervisory Board the opportunity to adjust the incentivisation effect of the variable annual remuneration and an adequate performance measurement to the significantly changed factors, to align these in the interests of the company and thus to ensure an alignment of interests between investors and members of the Management Board that serves the long-term promotion of the company's well-being and the guarantee of sustainable and long-term corporate success."

Otherwise, the Declaration of Conformity from December 2023 remains unchanged with the update from January 2024.

In May 2024

Management Board            Supervisory Board

German Corporate Governance Code

The German Corporate Governance Code (the “Code”) presents essential statutory regulations for the management and supervision (governance) of German listed companies and contains internationally and nationally recognized standards for good and responsible governance. The Code aims at making the German Corporate Governance system transparent and understandable. Its purpose is to promote the trust of international and national investors, customers, employees and the general public in the management and supervision of listed German stock corporations.

Two-Tier Management & Control System

As required by the German Stock Corporation Act, Evotec SE has a two-tier board system consisting of Evotec’s Management Board and Evotec’s Supervisory Board. The Management Board is responsible for managing Evotec and representing the Company in its dealings with third parties, while the Supervisory Board appoints and dismisses the members of Evotec’s Management Board and oversees the management of the Company. German law prohibits the Supervisory Board from making operational management decisions. The two boards, however, work closely together to achieve long-term and sustainable growth for the Company and to create shareholder value. They agree on the Company’s strategy and on business transactions that are significant.

Management Board

The Management Board reports to the Supervisory Board in writing and orally on an ongoing basis and provides it with detailed information about the status of the Company. This includes monthly reports by the Management Board, in which it presents the financial results for the previous month in writing, along with detailed comments and explanations. The Management Board also presents the budget for the coming financial year and the medium-term planning to the Supervisory Board. In addition, the Management Board is obliged to notify the Supervisory Board in good time of all transactions that could have a significant impact on the Company’s profitability or liquidity. This enables the Supervisory Board to make comments on such transactions before they are executed.

Above and beyond this exchange of information and the discussions between the Supervisory Board and the Management Board, the Supervisory Board Chair and the Chair of the Management Board (CEO), as well as other Management Board members, discuss current and ongoing topics whenever this is appropriate.

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Dr Christian Wojczewski

Chief Executive Officer

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Latest update: July 2024

Biography


Dr Christian Wojczewski (born in 1971, German citizen) joined Evotec as Chief Executive Officer and Chairman of the Management Board on 01 July 2024. Dr Wojczewski has over 20 years of experience in various top management positions, most recently at Mediq and Linde Healthcare. He is an experienced CEO with a proven track record in building and leading large, high-performing life science organisations, and with deep strategic, operational and transformational expertise. Dr Wojczewski holds a diploma and a doctorate in chemistry from the Johann Wolfgang Goethe-University in Frankfurt am Main. He worked as a manager at McKinsey for companies in the life science and chemical industries in Europe and the USA. In 2005, he joined Linde, the global market leader for medical and industrial gases. After various roles within the company, Dr Wojczewski took over as Head of Group Strategy and later additionally assumed leadership of Linde Healthcare, one of the Group’s key growth businesses. During his tenure, Linde Healthcare developed into the global market leader for medical gases and services for patients with chronic respiratory diseases operating in more than 60 countries. In 2017, Dr Wojczewski joined Mediq in the Netherlands, a European leader in medical devices and related services, as group CEO. Under Dr Wojczewski’s leadership, Mediq achieved an impressive turnaround with strong EBITDA recovery and towards profitable growth

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Laetitia Rouxel

Chief Financial Officer

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Latest update: April 2024

Biography

Laetitia Rouxel (born in 1973, French citizen) joined Evotec as Chief Financial Officer and Member of the Management Board on 01 April 2023. Rouxel has more than 25 years of finance experience in various sectors such as Life Sciences, Food, Cosmetics and Building industry. A graduate of the French Business school ISG, she started her career with finance and commercial roles in the Pharma industry at Pfizer and J&J. She went on to work for the French multinational food-products corporation Danone, where she covered various leading Finance positions in multiple regions for R&D, Medical and Baby Nutrition based in France and in the Netherlands. She then joined the beauty company Coty in Switzerland, where she became divisional CFO. Before joining Evotec, she was Global CFO of Wavin, a solutions leader for the building and infrastructure industry.

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Dr Cord Dohrmann

Chief Scientific Officer

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Latest update: April 2024

Biography 

Dr Cord Dohrmann (born in 1964, German citizen) joined Evotec as Chief Scientific Officer and Member of the Management Board in 2010. Dr Dohrmann has spent over 25 years in biomedical research at leading academic institutions and in the biotech industry. He started his academic career in 1983 studying Biology at Tübingen University in Germany and conducting research as a DAAD scholar at Duke University, Durham, USA. Dr Dohrmann completed his MA thesis at the Max Planck Institute in Tübingen and subsequently enrolled at the Harvard Medical School in Boston, USA, where he received his Ph.D. in Cell and Developmental Biology in 1996. Dr Dohrmann continued his career as a Shiseido research fellow at the Massachusetts General Hospital in Boston before joining a Max Planck Institute spin-off company, DeveloGen, in 1999. During his ten-year tenure, he served the company in various management positions including CEO, leading DeveloGen from a start-up to an internationally recognised metabolic disease company. Dr Cord Dohrmann is a member of the Supervisory Boards of Eternygen and Breakpoint Therapeutics, a Non-Executive Member of the Board of Directors of Facio Therapies and a Board Observer of Immunitas Inc. He has been advising the European Commission, the Max Planck Institute as well as various venture capital firms. In February 2021, Dr Dohrmann was appointed to the German Council of Science and Humanities.

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Dr Matthias Evers

Chief Business Officer

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Latest update: May 2024

Biography 


Matthias (born in 1973, German citizen) was appointed as Chief Business Officer of Evotec on 01 May 2022. Matthias is responsible for business development, digital technology, and strategy across the entire company. Prior to joining Evotec, Matthias accumulated 20 years of experience as Senior Partner with the consulting firm McKinsey & Company where he co-led R&D in Life Sciences globally and served on the Firm’s most senior Knowledge and People Committees, respectively. He also spearheaded venture-type, company building efforts for biotech and health tech companies in Europe. Matthias gained significant exposure to the U.S., China, India, and Europe, where he helped R&D organisations to excel at innovation through large-scale performance transformations, innovation programmes, and novel approaches for maximising value from new assets, capabilities, and technologies. His areas of expertise include convergence of biology and technology, which he published widely around “The Bio Revolution”, as well as creating patient benefits from ecosystem-wide, cross-industry collaboration (e.g., in the context of public-private partnerships or industry fora he helped create like in Medical Affairs or Regulatory Affairs). Further, Matthias has served as advisor and speaker at high-profile science events, including the Lindau Nobel Laureate Meetings and Global Biotech Revolution’s GapSummit for young researchers.


Matthias was a Postdoctoral Fellow at the Center for Molecular Neurobiology Hamburg (ZMNH) and holds a Ph.D. based on his work in molecular biology and bioinformatics from the University of Bochum (Germany) where he also earned his MSc in Biochemistry. He is founding member of the Competence Center Biointelligence e.V. and has led the jury of the Science4Life e.V. startup competition for many years. Since 2024 he is a member of the Advisory/Supervisory Board of Angelini Ventures.

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Dr Craig Johnstone

Chief Operating Officer & Site Head Toulouse

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Latest update: April 2024

Biography

Dr Craig Johnstone (born in 1970, British citizen) was appointed Chief Operating Officer and Member of the Management Board of Evotec on 01 January 2019. Dr Johnstone joined Evotec in May 2012 as SVP Drug Discovery and Innovation Efficiency. From April 2015, Dr Johnstone was Directeur General and Site Head, Evotec (France) SAS, and from January 2017, he was appointed Global Head, Integrated Drug Discovery. Dr Johnstone is a successful drug discovery leader with over 20 years’ experience particularly in the areas of diabetes, inflammation and oncology. Between 1994 and 2012, Dr Johnstone served in a number of project, function, matrix and leadership roles at AstraZeneca, Prosidion and Rapier Research where he led teams and groups, which discovered numerous candidate drugs for clinical development including AZD1656, which reached PhIIb for Type II Diabetes. During this time, Dr Johnstone also developed expertise in LEAN-inspired process excellence in drug discovery and developed a keen interest in the interface between creativity, innovation and process improvement to deliver the highest performance drug discovery, advising teams and implementing multi-site, international change initiatives to drive performance. Dr Johnstone is a Fellow of the Royal Society of Chemistry and Chartered Chemist (FRSC CChem) and holds BSc in Chemistry and a PhD in organic and organometallic synthesis and is an accredited LEAN Sigma Black Belt. He has published more than 70 patents and papers in drug discovery, medicinal and synthetic chemistry, innovation and LEAN methods applied to the inventive processes of drug discovery. Dr Johnstone does not hold any memberships in supervisory bodies.

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Aurélie Dalbiez

Chief People Officer

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Latest update: July 2024

Biography 


Aurélie Dalbiez (born in 1977, French citizen) joined Evotec as Chief People Officer and Member of the Management Board on 15 June 2024. In her role as CPO, Aurélie oversees the development and implementation of Evotec’s people strategy, focusing on fostering a culture of innovation, collaboration, and belonging. With over 25 years of international people leadership experience, Aurélie has a wealth of experience and expertise in Human Resources and a proven track record of driving organizational transformation and fostering employee engagement.


Prior to joining Evotec, Aurélie served as the Chief Human Resources Officer (“CHRO”) at Corbion N.V., a global bio-based ingredients company headquartered in Amsterdam, Netherlands. Previously, she was Head of HR for the Capsules and Health Ingredients business at Lonza, based in Basel, Switzerland. Prior to that, she worked for 12 years in various HR roles at Novartis. She started her career in the banking industry, first at Deutsche Bank and later at Capital Group.


Aurélie brings a multi-cultural background and perspective. She lived in the United States, earned her university degree in International Business in Lyon, France and worked internationally throughout her career, mainly in Switzerland and The Netherlands with assignments in Spain, Germany, and France. She is fluent in French and English and also speaks German and Spanish.

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Responsibilities of the Management Board

The Management Board of Evotec SE manages the Company on its own responsibility and represents Evotec SE in transactions with third parties. The Management Board develops the Company strategy, agrees it with the Supervisory Board and ensures its implementation. The Management Board’s actions and decisions are guided by the Company’s interests. It is committed to the target of sustainably increasing enterprise value, while taking the interests of shareholders, employees and other stakeholders into account. The members of the Management Board are jointly responsible for the entire management of the Company and decide on fundamental questions of Company policy and strategy, as well as on the annual and long-term planning.

Members of the Management Board

In addition to the Chair, the Management Board of Evotec SE consists of four further members. The Chair coordinates the work of the Management Board members. New Management Board members are appointed for a maximum term of three years, in accordance with recommendation B.3 of the Code. Contracts may be renewed for up to five years, however, as currently agreed with the Chief Scientific Officer and the Chief Operating Officer. Following the resignation of Dr Werner Lanthaler as Chief Executive Officer on 03 January 2024, Dr Mario Polywka was assigned from the Supervisory Board to the Management Board and appointed as interim CEO for up to twelve months. Dr. Christian Wojczewski took over as Chief Executive Officer on 01 July 1 2024.

In succession to Enno Spillner, who’s contract terminated on 31 March 2023, Laetitia Rouxel was appointed as Chief Financial Officer as of 1 April 2023 for a term of three years. The contract with Dr Craig Johnstone, Chief Operating Officer, was extended with effect from 1 January 2022 for a further five years until 31 December 2026. Dr Matthias Evers was appointed as the new Chief Business Officer for three years with effect from 1 May 2022. The contract with Dr Cord Dohrmann, Chief Scientific Officer, was also extended early with effect from 1 September 2022 for a further five years until 31 August 2027. In addition, Aurélie Dalbiez joined Evotec as Chief People Officer and Member of the Management Board on June 15, 2024.

Members of the Management Board may be re-elected or dismissed early for good reason. The members of the Evotec SE Management Board do not hold more than three Supervisory Board seats in publicly listed companies outside the Group or on supervisory boards that make comparable demands. 


Diversity Within the Management Board

With regard to the diversity of the Management Board it should be borne in mind that the Supervisory Board selects the Management Board members on the basis of their qualifications and professional background (“thought diversity”), also in view of the seven diversity dimensions defined in the Diversity Charta that Evotec has signed. In accordance with Section 111 (5) AktG the Supervisory Board of Evotec SE defined a quota of female members of the Management Board for the first time in 2015. Given that the four Management Board members with ongoing contracts were all male at the time, this quota was set at 0%. This quota was confirmed in 2017 in view of the terms of the contracts with the current active Management Board members, because no changes in the composition of the Management Board were planned. When deciding whether to renew the contracts with existing Management Board members and to expand the Management Board, the Supervisory Board considered increasing the quota defined for female members, but reserved the right to make its decision based solely on qualifications and performance. Consequently, the Supervisory Board has appointed Laetitia Rouxel as the new Chief Financial Officer as of 1 April 2023 and is continuously considering to increase the proportion of women on the Executive Board. Three of the five current Management Board members do not come from Germany.

An age limit has been set for Management Board members in accordance with recommendation B.5 of the Code. Pursuant to Section 1 (4) of the Rules of Procedure for the Supervisory Board of Evotec SE, the Supervisory Board ensures that no member of the Management Board is older than 65 years of age when appointed.

Responsibilities Within the Management Board

Responsibilities within the Management Board in 2023 were divided according to functional criteria, on the basis of Rules of Procedure. The Chief Executive Officer is responsible for coordinating the Management Board and for Investor Relations, ESG and Public Relations, Corporate Communications, Human Resources and Academic Bridges. The Chief Business Officer is responsible for Corporate Development and Strategic Planning, Global Business Development, Global Strategic Alliances and Partnerships, Global Information Technology and Security, Global Research Technology and Strategic Marketing. The Chief Financial Officer is in charge of Finance, Controlling, Taxes, Legal & Compliance, Insurance, Risk Management and Governance. and Internal Audit, and the Export Compliance Office, and exercises the function of the Chief Export Control Officer (CECO). The Chief Operating Officer is responsible for the Drug Discovery and Development segment, Global Biologics, Gene Therapy, Clinical Development, Environment, Health & Safety and Quality Management and Supply Chain Management, including purchasing, logistics, and facility management. As of February 2024 Governance, Supply Chains Management has been allocated under the responsibility of the Chief Financial Officer. The Chief Scientific Officer is responsible for the Research & Development segment, Cell Therapies, EVOgnostics, Innovative Developments and Joint Strategies, EVT Equity and Operational Venture Capital and Intellectual Property/Patents. In her role as CPO, Aurélie oversees the development and implementation of Evotec’s people strategy, focusing on fostering a culture of innovation, collaboration, and belonging.

As a rule, each individual Management Board member is responsible for managing their own area of responsibility autonomously. Activities and transactions in any single area of responsibility that are of exceptional importance for the Company, or which entail an exceptional risk require the prior approval of the entire Management Board. Further details are defined in the Rules of Procedure for the Management Board.

Management Board Meetings

Management Board meetings are convened by the Chair of the Management Board (CEO). Each Management Board member can require an extraordinary Management Board meeting to be convened, in addition to the regular Management Board meetings. The Chair of the Management Board (CEO) chairs the Management Board meetings and coordinates the work of the individual members. Individuals who are not Management Board members may be invited to advise at a Management Board meeting by resolution of the Management Board.

Brief minutes are to be taken of key negotiations and resolutions. Management Board resolutions are generally taken in meetings. However, they may also be taken without a meeting; in writing, by electronic means or by phone. The Management Board is quorate when the majority of its members vote on the resolution. As a rule, Management Board resolutions are passed by a simple majority. If the vote is tied, the Chair has the casting vote.

Succession Plan for Management Board Members

The Supervisory Board and the Management Board have taken care of long-term succession planning. It reflects the requirements of the German Stock Corporation Act (AktG) and the Code, as well as the diversity concept for the composition of the Management Board adopted by the Supervisory Board. Taking the concrete qualification requirements and the criteria mentioned into account, the Nomination Committee of the Supervisory Board prepares an ideal profile on the basis of which the Nomination Committee draws up a short list of available candidates. Interviews are held with these candidates. A recommendation is then made to the Supervisory Board for resolution. If necessary, the Supervisory Board and/or the Nomination Committee are supported by external advisers to develop the requirement profile and select the candidates, as i.e. in the current search for a new Chief Executive Officer following the resignation of the former Chief Executive Officer.

Supervisory Board

Composition of the Supervisory Board

Evotec’s Supervisory Board consists of six members – as provided in the current Articles of Association – all of whom are elected by the shareholders with a simple majority of the votes cast at an Annual General Meeting (“AGM”). The proposal to the AGM is carried out in accordance with the German Corporate Governance Code’s recommendations regardless of gender, nationality or age, members are appointed based on their qualifications, work experience, independence and diversity. Four of the current members of Evotec’s Supervisory Board were lastly elected at the AGM 2019. Constanze Ulmer-Eilfort has been elected at the AGM 2021 and Camilla Macapili Languille at the AGM 2022.

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Prof. Dr Iris Löw-Friedrich

Chief Medical Officer of UCB S.A., Chairperson of the Supervisory Board of Evotec SE

Latest update: June 2024

Biography 


Prof. Dr Iris Löw-Friedrich (born in 1960, German citizen) was appointed Member of the Supervisory Board on 17 June 2014 and was re-elected as Member of the Supervisory Board by the Annual General Meeting 2019 on 19 June 2019 for a term of five years. Since 15 June 2021 she has been serving as chairwoman of the Supervisory Board. Her current term will expire at the end of the Annual General Meeting held in the year 2026.


Since March 2008, Prof. Dr Iris Löw-Friedrich is serving as Chief Medical Officer and Executive Vice President Development and Medical Practices of UCB S.A., Brussels (Belgium).


From 2001 to 2009, Prof. Dr Löw-Friedrich was a member of the Executive Board of Schwarz Pharma AG, Monheim am Rhein, with global responsibility for research and development. From 2000 to 2001, she served as Vice President Global Projects at BASF Pharma, Ludwigshafen.


From 1992 to 2000, Prof. Dr Löw-Friedrich held various positions in the area of drug development at Hoechst AG, Frankfurt am Main, lastly as Vice President Clinical Development at Hoechst Marion Roussel/Aventis, Bridgewater, NJ, USA.


Since April 2014, she has been Member of the Board of Directors at TransCelerate BioPharma Inc (Chairman of the Board of Directors from September 2015 until September 2017). TransCelerate BioPharma Inc is a non-profit organisation with membership of 20 major life science companies, including UCB. Since April 2019, she is also a member of the Board of Directors of PhRMA Foundation in Washington DC (US).


Since May 2016, Prof. Dr Löw-Friedrich has been serving as Member of the Supervisory Board of Fresenius SE & Co. KGaA. Prof. Dr Löw-Friedrich began her career in 1985 as a physician in the field of internal medicine at the University of Frankfurt/Main, Medical School, where she has also been a clinical professor for internal medicine since 2000.


She studied medicine at the University of Frankfurt/Main, receiving her doctorate from this university in 1985.


Prof Dr Iris Löw-Friedrich is independent in the opinion of the Company. Her position on the Executive Board of UCB S.A., which has a business relationship with Evotec SE, does not constitute dependency. Business relationships constitute a material and prolonged conflict of interest only in exceptional cases. The Supervisory Board has no influence on the volume of orders or the continuation or expansion of business relationships. This is the responsibility of the Management Board of Evotec SE, which not only represents the Company (section 78 of the German Stock Corporation Act (AktG)), but also makes decisions on these matters under its own responsibility (section 76, paragraph 1 of the German Stock Corporation Act (AktG)). There is also no intersecting executive body position.

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Roland Sackers

Chief Financial Officer and Managing Director of QIAGEN N.V., Vice Chairman of the Supervisory Board of Evotec SE

Latest update: June 2024

Biography 


Mr Roland Sackers (born in 1968, German citizen) was appointed Member of the Supervisory Board on 19 June 2019 for a term of five years. Since 15 June 2021 he is Vice Chairman of the Supervisory Board. His current term will expire at the end of the Annual General Meeting held in the year 2027.


Mr Sackers has been serving as Chief Financial Officer of QIAGEN N.V. since January 2004. In this position, he is responsible for developing and executing the long-term financial planning, which is the foundation for the company’s accelerated growth strategy.


Prior to joining QIAGEN in 1999, Mr Sackers served as Auditor at the auditing company Arthur Andersen.


Mr Sackers received his master’s degree in Business Administration from the University of Münster.


He represents QIAGEN as board member of BIO Deutschland e.V. Mr Roland Sackers (CFO of Qiagen N.V.) is independent. Qiagen N.V. has no significant business relationship with Evotec SE, and no other circumstances leading to dependency are apparent.

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Camilla Macapili Languille

Deputy CEO, Mubadala Direct Investments

Latest update: July 2024

Biography 

Mrs Camilla Macapili Languille (born 1983, Canadian citizen) was appointed Member of the Supervisory Board on 22 June 2022. Her current term will expire at the end of the Annual General Meeting held in the year 2027.


Camilla Macapili Languille is Deputy CEO of Mubadala’s Direct Investments platform, which executes global direct investments with a focus on private equity and actively manages a portfolio targeting growth-oriented companies across a range of sectors, including Healthcare, Consumer, Financial Services, Industrial & Business Services, Energy & Sustainability, and Globalfoundries (semiconductors).


Camilla has been with Mubadala Direct Investments since 2013 and has led the buildout of its global Healthcare portfolio and investments team. As the former Head of Healthcare, Camilla was responsible for executing investments in companies such as PCI Pharma, Envirotainer, Evotec, and Norstella, amongst others, and for building a ~25-person global investments team across Abu Dhabi, New York, London, and Beijing. Prior to launching the Healthcare business, Camilla was responsible for managing the Semiconductors portfolio, including Globalfoundries and Advanced Micro Devices (AMD). She started her journey in Mubadala overseeing the Utilities and Mining portfolios.


Prior to joining Mubadala, Camilla previously worked in M&A for Daiwa Capital and Société Générale based in Paris, as well as in private equity and growth equity investments for Virgin Group in London, where she managed the Special Situations portfolio and supported the launch of Virgin Healthcare. She began her career in Healthcare M&A for JPMorgan in New York and London.


Camilla currently serves on the Boards of PCI Pharma, Envirotainer, Va-Q-Tec, and Evotec. She serves as the Co-Chair of Mubadala’s Direct Investments Investment Committee and as a member of Mubadala’s Group Investment Committee.


Camilla holds a Bachelor’s degree in Economics & Political Science from Columbia University (summa cum laude). She is a Canadian by nationality, has lived in 14 countries, and is fluent in English and French.



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Dr Constanze Ulmer-Eilfort

Partner of the law firm Peters, Schönberger & Partner (PSP München)

Latest update: June 2024

Biography

Dr Ulmer-Eilfort (born in 1962, German citizen) has more than twenty years’ experience in advising high-tech, pharmaceutical and media companies on the protection and marketing of their intellectual property rights. As a Partner with PSP München, she advises on a wide range of agreements, including cooperation and licensing agreements, R&D agreements and agreements with academic institutions.


Previously, Dr Ulmer-Eilfort was a Partner with the international law firm Baker McKenzie where she was also a member of the Global Executive, chairing the Global Financial Committee and overseeing the budgeting process and budget controls worldwide.


Dr Ulmer-Eilfort’s leadership roles in both management and supervisory functions as well as her specialisation in the protection and marketing of intellectual property and corporate governance are an ideal qualification for her membership of the Supervisory Board of Evotec SE.


Dr Ulmer-Eilfort is to be considered as independent as she has no business relationship with Evotec SE and no other circumstances leading to dependency are apparent. She is chairwoman of the advisory committee of S4DX GmbH. Otherwise she is not a member of any statutory supervisory boards or similar domestic or foreign supervisory boards of commercial entities in accordance with Sec. 125 para. 1 sentence 5 AktG and recommendation C.14 of the German Corporate Governance Code as amended on 16 December 2019.

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Dr Duncan McHale

Founder and Director of Weatherden Ltd.

Latest update: June 2024

Biography


Dr Duncan McHale (born 1966, British citizen) is the Founder and Company Director of Weatherden Ltd, based in London, UK, a position he has held since 2017. Prior to this, Duncan served as the Chief Medical Officer at Evelo Biosciences from 2017 to 2023. From 2011 to 2017, he was the Vice President and Head of Global Exploratory Development at UCB. Between 2008 and 2011, he held various positions at AstraZeneca, culminating in the role of Vice President of Personalized Healthcare and Biomarkers. His career also includes several roles at Pfizer from 1999 to 2007, with his most recent position being Executive Director, European Head of Molecular Profiling and TA lead for Pain, Sex Health, and Urology at Pfizer Global Research and Development's Sandwich Laboratories.


Duncan holds a Doctor of Philosophy (“PhD”) in Human/Medical Genetics from the University of Leeds, and earned his Bachelor of Medicine, Bachelor of Surgery from the University of Newcastle-Upon-Tyne. He has been awarded Membership of the Royal College of Physicians (“MRCP”). Additionally, he was awarded Membership of the Faculty of Pharmaceutical Medicine by distinction, which is the qualification for pharmaceutical physicians in the UK. Duncan retains his medical license to practice.

2024 Wes Wheeler web

Wes Wheeler

Member of the Board of Directors at Envirotainer AB, headquartered in Sollentuna, Sweden

Latest update: June 2024

Biography


Wes Wheeler is a 43 year operations executive starting as a project engineer with Exxon Research & Engineering (now ExxonMobil), but for the past 34 years has held many diverse leadership positions in the pharmaceutical industry. He moved from Exxon to GlaxoSmithKline and worked for 13 years in engineering, marketing and spent his final five years as senior Vice President of Global Manufacturing & Supply. During these final years at GSK, Wes was responsible for transforming the global network of manufacturing sites and managed the merger of GlaxoWellcome and SmithKline Beecham manufacturing operations. He then moved to CEO of DSM Pharmaceuticals, a Division of DSM in the Netherlands, where he was hired to navigate the company through an FDA Warning Letter and turn the company around, which he did in 15 months. After leaving DSM, Wes became President of Valeant Pharmaceuticals International (now Bausch Health) and was responsible for the North American business, global marketing, M&A and the research & development division. Following Valeant, Wes became CEO of Patheon (now a ThermoFisher company), a public company traded on the Toronto Stock Exchange. Patheon was a turnaround opportunity which became the No. 2 contract manufacturing in the industry and at the same time endured a hostile take-private ownership change by JLL Partners. Wes then accepted a role as CEO of Marken, a leading privately held clinical trials logistics company. The Marken turnaround was five years in the making, resulting in the sale of the company to UPS in 2016y. Marken is now a billion-dollar company and a global leader in the clinical trials services industry. In his final three years at UPS, Wes was named President of UPS Healthcare, the first vertical business unit ever created at UPS which he grew from $6 to $10 billion in revenue. He was the first private industry leader named to ‘Operation Warp Speed’, the US presidential task force which managing the response to the pandemic. During this time, his new UPS division managed the storage and distribution of nearly 2 billion doses of the COVID-19 vaccine to over 100 countries.


Wes holds a Bachelor’s Degree in Mechanical Engineering and a Masters of Business Administration. He was Director and Chairman of Bushu Pharmaceuticals which was sold to KKR in 2022, He is currently Executive Chairman of BioTouch International and a Board Director with Envirotainer, an EQT company.

The Supervisory Board members are currently elected for five years and may be re-elected. The term of the current Supervisory Board ends with the close of the AGM 2024 that is charged with approving the actions of the members of the Supervisory Board in the 2023 fiscal year. A shortening of the five-year term as well as staggering of terms is envisaged from the next election at the AGM 2024 in the form that new Supervisory Board members will be elected for an initial term of two years whereas re-elected Supervisory Board members will be elected for a three-year term.

The Supervisory Board appoints a Chairperson and one Vice Chairperson from among its members. Prof. Dr Iris Löw-Friedrich is elected Chairperson of the Supervisory Board, and Roland Sackers is elected as Vice Chairperson.

In accordance with the recommendations of the Code, the members of the Evotec Supervisory Board were selected regardless of their gender, nationality and age, according to their qualifications, professional experience, ability and independence. It should be noted, however, that the Supervisory Board has set an age limit and determined that potential candidates may not be older than 72 years of age when they are proposed for election. In addition, the Supervisory Board currently has defined two full periods of office as the regular limit for membership of the Supervisory Board.  An appropriate proportion of women is also required. To this end the Supervisory Board has set a gender quota requiring a respective proportion of women and men of at least 30%.

The Supervisory Board has determined concrete objectives regarding its composition and competencies and prepared a profile of skills and expertise reflecting the company-specific situation. These objectives and skills profiles stipulate that the activities of the Company shall be represented by having a majority of independent Supervisory Board members with national and international experience in the respective fields of (i) Research and Development, (ii) Finance, Capital markets, Legal, Corporate Governance, (iii) Marketing and Sales and Operations, (iv) Healthcare Economy/Public Health and (v) Sustainability.

In December 2022 the Supervisory Board focused the discussion on the right competency profile for the Supervisory Board going forward. To reflect the ongoing growth of the Company and its further specified offering and operational activities it has been decided to further enlarge and update the competencies within the Supervisory Board following the elections at the AGM 2024. As a consequence, the Supervisory Board has agreed on the skills matrix and competency profile set out below.

In addition, the Supervisory Board decided to keep the age limit of 72 years at the time of the (re-)election. The gender quota shall remain at a share of women of 30 %. Finally, the Supervisory Board has agreed to a rule membership of a maximum of 12 years. Overall, the Supervisory Board shall remain composed in such a way that the majority of its members are independent, including the Chairperson and Chairpersons of Audit & Compliance Committee and Remuneration & Nomination Committee and that its members as a group possess the knowledge, ability and expert experience required to properly complete its tasks.

The composition of the Supervisory Board currently meets these targets and competence profiles: From their work in various international companies, all the members have an extensive international professional background. All the members are considered to be independent in accordance with the two-dimensional evaluation criteria of the German Corporate Governance Code, three different nationalities are represented and four members are female. Evotec strives for diversity of opinion, which is ensured by the composition of an internationally experienced Supervisory Board with a broad range of skills.

Prof. Dr. Löw-Friedrich is regarded as independent within the meaning of recommendation C.7 of the German Corporate Governance Code in its current version as of 28 April 2022. Although Prof. Dr Löw-Friedrich is on the Executive Committee of UCB S.A., which is an Evotec customer, the Evotec Group’s turnover with the UCB Group is only about 0.5% of the total turnover of the Evotec Group, so that no material business relationship between Evotec and UCB within the meaning of recommendation C.7 is to be assumed. Moreover, Iris Löw-Friedrich is responsible at UCB’s Management Board for world-wide clinical development and life-cycle of marketed products but not for discovery research and pre-clinical development and manufacturing which are the only subjects of the services provided by Evotec to UCB. Since these services are not of significant business value, they are neither discussed within the UCB Executive Committee nor Evotec’s Supervisory Board.

Notwithstanding Section C.5 of the German Corporate Governance Code, Prof. Dr Iris Löw-Friedrich has also a seat in the Supervisory Board of Fresenius SE & Co. KGaA. However, Iris Löw-Friedrich always devoted sufficient time to perform her function, including attendance to all board and committee meetings (100%). She is running regular biweekly informal Supervisory Board calls, has regular biweekly calls with the CEO, as well as interactions with other members of the Management Board on an as-needed basis. She is also meeting with members of the n-1 leadership level, in groups and individually. Annual comprehensive governance roadshows with investors have enriched the mutual exchange and feedback loops. In summary, she is available to meet with internal and external stakeholders and has plausibly demonstrated that this will also be the case in the future.

Mr Roland Sackers (CFO of Qiagen N.V.) is independent. Qiagen N.V. does not have any material commercial relations with Evotec SE; no other circumstances that could make him dependent have been identified.

Despite her position as Head of Life Sciences at Mubadala Investment Company, Camilla Macapili Languille is considered an independent Supervisory Board member. Mubadala Investment Company holds approx. 7% of Evotec SE's voting shares and, thus, has a material interest in Evotec SE within the meaning of section C.13 of the German Corporate Governance Code. Nevertheless, Mubadala Investment Company is not a controlling shareholder within the meaning of section C.9 of the German Corporate Governance Code. A shareholder's (and thus also Ms Macapili Languille’s) dependency would exist if a controlling agreement existed with the shareholder, the shareholder held an absolute majority of the voting rights or at least a sustainable majority at the Annual General Meeting. A voting share of 7% does not constitute a sustainable majority at the Annual General Meeting in favour of Mubadala Investment Company and, therefore, neither a conflict of interest that is not merely temporary, nor a dependency due to de facto majorities of voting rights, especially since the number of validly cast votes at past general meetings regularly amounted to significantly more than 40% of the share capital.

Dr Mario Polywka’s cooling-off period as required by C.7 of the German Corporate Governance Code ended at the close of 2020. He is therefore considered to be independent. Following his assignment to the Management Board it is envisaged that Dr Mario Polywka will return to its Supervisory Board mandate in case he is re-elected at the AGM 2024. In this case, the Company will evaluate whether a new cooling-off period is to be considered.

Dr Constanze Ulmer-Eilfort (lawyer at PSP, Munich) is independent. PSP Munich has no commercial relations with Evotec SE; there is no indication of any other circumstances that would result in her dependence.

Dr Elaine Sullivan (former CEO of Carrick Therapeutics Ltd.) is also independent. Evotec SE holds around 4.5% of the shares in Carrick Therapeutics Ltd. Evotec is not currently a material partner of Carrick Therapeutics Ltd. There is therefore no conflict of interests that could invalidate her independence, for two reasons: 

(1) Evotec SE’s shareholder rights in Carrick Therapeutics Ltd. are exercised by the Management Board of Evotec SE, on its own responsibility in accordance with Section 76 (1) AktG; a Supervisory Board member has no influence, in particular over voting on shareholder resolutions for Carrick Therapeutics Ltd. (e.g. discharging board members of liability); 
(2) there is no cross-representation on decision-making bodies. There are also no other identifiable significant connections with members of the Company’s Management Board via investments in other entities or organisations.

The members of the Supervisory Board attend any training courses if necessary for the performance of their duties of their own accord.

The Supervisory Board Chair coordinates the work of the Supervisory Board and represents the Supervisory Board externally. The Supervisory Board Chair is available to shareholders to discuss topics specific to the Supervisory Board. In February 2023 the Supervisory Board Chair together with the Head of Global IR & ESG, the Global Head of HR and the Global Head of Legal & Compliance of the Company conducted a Governance Roadshow where several investors and proxy advisors were met in individual virtual meetings. In these meetings, the Chairperson provided a strategic outlook and an overview on topics relevant for the Supervisory Board and ESG related focus areas. In addition, the revised Management Board remuneration system was explained to collect the investors’ and proxy advisors’ feedback prior to seeking approval of the Company’s remuneration report at the Annual General Meeting. The next Governance Roadshow was conducted in January and February 2024.

As of June 2023

Responsibilities of the Supervisory Board

The Supervisory Board appoints and dismisses the members of the Management Board and advises and supervises the Management Board on the management of the Company. Regular discussions take place between the Management Board and Supervisory Board, which both parties ensure remain confidential. The Supervisory Board, in particular the Supervisory Board Chair, are in regular contact with the Management Board. The Management Board reported to the Supervisory Board in numerous conference calls, which were arranged as needed, and provided ongoing written and oral reports and information in the form of detailed analysis of the Company’s operating business and other topics such as strategy, planning, risk management and compliance management systems.

In line with recommendation D.7 of the Code, the Supervisory Board met regularly for the scheduled Supervisory Board meetings without the Management Board.

The Supervisory Board also plays a significant role in fundamental decisions. The fundamental decisions that the Supervisory Board has defined as requiring its prior approval consist primarily of the following:

  • Matters requiring the approval of the Supervisory Board under company law;
  • the Company’s strategic and operational policies;
  • the inclusion of sustainability targets in the strategic and operational policies;
  • the annual budget targets and material differences from resolutions;
  • material changes in the development pipeline;
  • investment outside the course of normal business in excess of €5 million, including in-licensing;
  • establishment and acquisition of companies or material changes to the Group structure by either +/- 5% change in ownership or the change of control over an entity;
  • contracts outside the normal course of business that differ significantly from the normal risk structure;
  • out-licensing with a total value in excess of €300 million;
  • the making of loans and the provision of guarantees, pledges, bonds or other collateral;
  • the purchase or sale of land and
  • the establishment of new business operations or material changes to existing business operations

Supervisory Board Meetings

The articles of association provide for Supervisory Board resolutions to be adopted in meetings as a rule. However, meetings may be held and resolutions adopted in writing, by phone, or by means of electronic or other communications technologies, if the Supervisory Board Chair so decides in any specific case. The articles of association also stipulate that the Supervisory Board is quorate when more than half its members take part in the resolution in person or by voting in writing or any other permissible form. Otherwise, the Supervisory Board is to be convened again, with a period of two weeks between the date of the invitation and the meeting. The Supervisory Board is then quorate when at least three members take part in the resolution. Absent members can take part in the Supervisory Board resolution by casting their vote in writing. Supervisory Board resolutions are passed by a simple majority of votes cast. The Supervisory Board has also adopted Rules of Procedure (https://www.evotec.com/de/sust...).

It is ensured that every Supervisory Board member has sufficient time for the exercise of their duties. None of the Supervisory Board members has a seat on more than five supervisory boards of publicly listed entities outside the Group. Equally, none of the Supervisory Board members with a seat on the management board of a publicly listed entity holds more than two supervisory board seats on publicly listed entities within the Group or has comparable functions, nor chairs the supervisory board of any publicly listed entity outside the Group.

The Supervisory Board was informed about one potential conflict of interest among one of its members in the course of 2023, when the Supervisory Board discussed Evotec’s shareholding in Exscientia where Dr Mario Polywka serves as a non-executive Board member.

The Activities of the Supervisory Board Comply With the Corporate Governance Code

A significant proportion of the Supervisory Board’s work is conducted in committees. Pursuant to the German Stock Corporation Act and the recommendations of the German Corporate Governance Code, Evotec’s Supervisory Board has established an Audit & Compliance Committee as well as a Remuneration and Nomination Committee and – newly established in 2022 – an ESG Committee from among its members.

The Audit and Compliance Committee

Evotec’s Audit & Compliance Committee, comprising three members, supports the Supervisory Board in independently monitoring the Company’s financial reporting activities and in auditing reports. In particular, the Audit & Compliance Committee reviews the Company’s accounting processes, the effectiveness of the internal control system and the audit of the financial statements. In addition, it discusses the quarterly and half-year reports with the Management Board as well as its risk management and compliance management systems. Within the scope of the audit of the financial statements commissioned by the Supervisory Board, the Audit & Compliance Committee also reviews possible transactions with related parties. Moreover, the Audit & Compliance Committee also discusses certain steps and procedures of the audit with the appointed auditing firm, including the auditors’ independence, quality, the additional services rendered by the auditor, the issuing of the audit mandate to the auditing firm, the determination of auditing focal points, the fee agreement and compliance issues. The Audit & Compliance Committee exchanges information regularly with the auditor as part of the preparation and implementation of the audit without the Management Board.

Evotec’s Audit & Compliance Committee, comprising three members, supports the Supervisory Board in independently monitoring the Company’s financial reporting activities and in auditing reports. In particular, the Audit & Compliance Committee reviews the Company’s accounting processes, the effectiveness of the internal control system and the audit of the financial statements. In addition, it discusses the quarterly and half-year reports with the Management Board as well as its risk management and compliance management systems. Within the scope of the audit of the financial statements commissioned by the Supervisory Board, the Audit & Compliance Committee also reviews possible transactions with related parties. Moreover, the Audit & Compliance Committee also discusses certain steps and procedures of the audit with the appointed auditing firm, including the auditors’ independence, quality, the additional services rendered by the auditor, the issuing of the audit mandate to the auditing firm, the determination of auditing focal points, the fee agreement and compliance issues. The Audit & Compliance Committee exchanges information regularly with the auditor as part of the preparation and implementation of the audit without the Management Board.

Please find the Audit & Compliance Committee’s charter for download here.

The Remuneration & Nomination Committee

The main duties and responsibilities of the Company’s Remuneration and Nomination Committee are to prepare the appointment of Management Board members and to prepare recommendations concerning their remuneration system and Share Performance Plan. The Remuneration and Nomination Committee also prepares the succession planning for both Management Board and Supervisory Board. Final decisions are made by the full Supervisory Board.

Please find the charter of the Remuneration and Nomination Committee for download here.

The ESG Committee

Considering the increased importance of Environmental, Social and Governance (ESG) aspects in a corporate and global environment, Evotec’s Supervisory Board has formed an ESG Committee in 2022. The ESG Committee consists of three members from the Supervisory Board and is supported by the Company’s CEO, the Global Head of HR and the Head of Global Investor Relations & ESG. Together with the Management Board, the ESG Committee defines the priorities of Evotec with respect to environment, people and governance on a rolling basis, and is advising on and monitoring the implementation of such priorities.

Please find the charter of the ESG Committee for download here.

Attendance at meetings of the Supervisory Board and its Committees 2023

Disclosure of Management Transactions (Directors’ Dealings)

Notification about Directors’ Dealings under article 19 European Market Abuse Regulation (MAR)

  • Information about the transaction with duty of notification
  • Description of the financial instrument: Share
  • ISIN of the financial instrument: DE0005664809

Disclosure of Management Transactions (Director's Dealings) Table

View all transactions here.

Learn more

Directors' Shareholdings

As of 30 June 2024

Share Performance Plan

To incentivise executives via variable long-term incentive compensation, the 2012, 2015, 2017 and 2022 Annual General Meetings approved the contingent capital necessary to support the so-called Share Performance Plans (SPP 2012, SPP 2015, SPP 2017 and SPP 2022). SPP 2022 is replacing SPP 2012, SPP 2015 and SPP 2017. However, this does not affect subscription rights issued before 14 June 2017.

The concrete design of the Share Performance Plans 2012, 2015, 2017 and 2022 lean on the concept of a share performance programme. They are characterised by the fact that participating executives are entitled to a variable remuneration in shares, when attaining a demanding target. In contrast to a common stock option programme, when attaining a target, shares are not issued in an amount that at least corresponds to the market rate of the company stock at the time of granting the subscription rights, but at the respectively lowest issue amount of currently € 1.00. The essential reason for this lies in the fact that in a Share Performance Programme, the value of the respective stock takes the place of cash compensation, so that stocks ideally should be issued without counter performance. A special economic advantage, compared to a common stock option programme, does not result for the participants as at the time the subscription rights are granted, and therefore at the outset, it is taken into consideration that the participants receive the total value of the shares (minus the respectively lowest issue amount of currently € 1.00), and not only, as in regular stock option plans, the difference between the market rate when granting subscription rights and the market rate at issue of the shares. The determination of an issue amount of currently € 1.00 is imperative from a corporate law perspective, as the issue of new shares under the respective pro-rata amount of the share capital is not permitted.

Under these plans, Share Performance Awards may be granted to a level that may result in in a total of up to 13,000,000 (4,000,000 for SPP 2012, 3,000,000 for SPP 2015, 6,000,000 for SPP 2017 and 6,000,000 for SPP 2022) bearer shares of the Company being issued at maturity to members of the Management Board and other key employees. During the fourth quarter of 2016, a total of 793,903 SPAs (2015: 796,617 awards) were granted to the Management Board and key employees. These awards could result in a maximum of 1,587,806 bearer shares (2015: 1,593,234) being issued at maturity. This is because each Share Performance Award grants up to two subscription rights to Company shares, each of which in turn entitle the holder to the subscription of one Company share. Previous awards can be found the respective annual financial reports. The holder has to contribute € 1.00 per share at the date of issue. Share Performance Awards can only be exercised, if, when and to the extent that key performance indicators are achieved. Key performance indicators of SPP 2012 and 2015 are “Group Revenues”, “Operating Income Before Impairments”, “Net Cash Generated by Operating Activities” and “Share Price” upon which the Supervisory Board had to determine at least two per grant and define their weighting. SPP 2015 also includes the key performance indicator of “Total Shareholder Return”. Equally weighted key performance indicators of SPP 2017 are only “Share Price” and “Total Shareholder Return”. In addition, equally weighted key performance indicators of SPP 2022 are “Revenue” and “Total Sharehlder Return” as well as an ESG Modifier.

Key parameters of the Company’s Share Performance Plan 2022 are depicted in the graphic below.

Expiration of Stock Option Schemes

SPP 2012, SPP 2015, SPP 2017 and SPP 2022 were implemented to replace the stock option program as the Company’s long-term incentive compensation scheme for executives. Stock options issued in existing stock option schemes I to VII remain valid.

Reporting Compliance Concerns

The Evotec Group provides employees and external stakeholders with EVOwhistle as a channel to report compliance-related concerns such as suspected or observed misconduct, violations of the Evotec Code of Conduct or other legal violations. EVOwhistle is Evotec Group´s dedicated and secure website hosted outside the Evotec Group´s network. It aims to create a trusted system with protection for a Whistleblower and the person, which may be subject of an addressed concern. To access the platform, click the following link: EVOwhistle

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Evotec ESG Team

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Evotec has the right technologies & disease understanding to meet our partners' evolving needs: a comprehensive disease knowledge at the molecular level, cutting-edge technologies & platforms to translate this expertise into effective precision medicines.