People

Figures converted from euro at historical FX rates — see data/company.json.fx_rates for the rate table. Ratios, margins, percentages, share counts, and multiples are unitless and unchanged.

People and Governance — Do Management and the Board Deserve Trust?

Verdict up front: a qualified yes — grade B. AUTO1 is run by its founders, who hold roughly a fifth of the company and are paid almost nothing in cash, so their wealth lives and dies with the share price alongside outside shareholders. The two-tier German structure separates the CEO from the board chair, and five of six supervisory directors are independent [1]. What keeps this from an A is concentration and opacity: co-founder Hakan Koç chairs the very board meant to supervise his co-founder CEO, founder equity has been topped up through capital increases that diluted outsiders, and AUTO1 invokes a German statutory exemption to avoid disclosing individual management-board pay in full [6]. Trust here rests on alignment, not on disclosure or board independence in the formal sense.

The people running the company

AUTO1 is a two-tier German SE: a Management Board (Vorstand) runs the business, and a Supervisory Board (Aufsichtsrat) oversees it. The operating team is founder-led and unusually stable at the top, with one major recent change — a new CFO from outside the company.

Source: Supervisory Board composition, 2026 [1]; FY2021 Annual Report, Related Party Disclosures (Vorstand/Aufsichtsrat) [5]. Holdings as currently reported in market ownership filings (see Ownership).

Two things stand out. First, capability and continuity are genuine — Bertermann has run AUTO1 since founding it in 2012, and the company has scaled from 230 cars in 2012 to 842,000 units sold in 2025 [13]. Second, succession depth is the soft spot. The CFO seat just turned over after Markus Boser's ten-year run, and the new CFO Christian Wallentin — a credible financial-services operator from Hoist Finance — is still bedding in. The CEO role has no obvious internal heir, which is the typical fragility of a founder-driven company.

Ownership and alignment — control sits with the founders and SoftBank

This is the single most important governance fact about AUTO1: it is effectively controlled by a small group of insiders and one large financial sponsor. As far back as FY2021–FY2022, three holders each exceeded 10% of the voting rights — BM Digital GmbH (Bertermann's vehicle), HKVV GmbH (Koç's vehicle), and SVF Midgard / SoftBank Vision Fund [3]. That structure has loosened only modestly since.

Source: structural above-10% holdings (founder vehicles + SoftBank) per FY2022 Annual Report, Takeover-related Disclosures [3]; current percentages as reported in third-party ownership data (not in the filing corpus).

The two founders together still hold roughly 21% of AUTO1 — Bertermann ~12.4% (about $839m at current prices) and Koç ~9.1% (about $611m). SoftBank, which entered in 2018 with ~20% for $521m, has trimmed to ~14.8% but remains the largest single holder. Cadian Capital and Coronation round out a concentrated register, leaving a free float under half the company.

Source: founder stakes per current ownership reporting (not in corpus); CEO cash and variable pay, FY2022 Annual Report, Management Board Remuneration [2].

For an outside shareholder this is the heart of the bull case on people: the founders' incentive is overwhelmingly the share price, not the pay package. Bertermann's roughly $839m equity stake dwarfs his half-million-dollar salary by three orders of magnitude. There is no realistic scenario where management gets rich while the stock languishes. The flip side is control: with founders plus SoftBank near 36% and a founder chairing the supervisory board, minority holders have limited ability to force change.

Compensation — almost nothing in cash, everything in equity

AUTO1's pay philosophy is the opposite of the typical large-cap problem. The cash is small and flat; the leverage is in legacy equity programs.

Source: FY2022 Annual Financial Statements, Total remuneration of the Management Board and Supervisory Board [2].

In FY2022 the entire Management Board — CEO and CFO combined — earned $1,088k, split evenly at $544k each, with zero variable remuneration [2]. The Supervisory Board cost $505k. For a company that did $7.0bn of revenue that year, this is strikingly lean — and it held flat versus FY2021. Across the loss years of 2022–2023 and into the FY2025 turnaround, founder cash pay barely moved.

The equity side is where the real value — and the dilution — sits. The legacy Long-Term Incentive Plan 2020 for the management board comprised 7,500,000 subscription rights at a weighted-average exercise price of $17.85 [8], and a further management-board incentive-share program had 2,064,746 shares outstanding at an $11.10 weighted-average price [9]. A new Remuneration System 2025 and LTIP 2025 were approved to underpin a fresh five-year contract for Bertermann — so equity, not salary, remains the lever.

Pay-versus-performance, judged honestly: because cash pay is fixed and tiny, there is no perverse "pay rose while results fell" dynamic to flag. Management was paid the same modest cash through the deep losses of 2022–2023 as through the record FY2025. The chart below shows the operating backdrop that the founders' equity stakes are actually levered to.

Source: revenue and net income from reported financials, FY2022–FY2025 (company filings, as reported); FY2025 record adjusted EBITDA of $233m confirmed on the Q4 FY2025 earnings call [13].

FY2025 was the inflection: AUTO1 turned its first full-year net profit ($92m) on $9.6bn of revenue and delivered a record $233m of adjusted EBITDA, up 81% [13]. Management's own cash compensation did not spike to capture that turn — a point in their favor.

Board quality and independence — independent on paper, founder-anchored in practice

The supervisory board today numbers six, of whom five are classed as independent; the sole non-independent member is Chairman Hakan Koç, the co-founder [1]. The two-tier structure gives genuine separation of chair and CEO. But the chair being a controlling co-founder means the board's formal independence overstates its practical ability to challenge the founders.

Source: Supervisory Board composition and director backgrounds, 2026 [1].

On expertise the board scores well. Vice-Chair Lars Santelmann ran Volkswagen Financial Services and chairs the Audit & Risk Committee — exactly the automotive-finance depth AUTO1's growing captive-finance book needs. New 2026 addition Jörg Pietzner, head of group accounting at Deutsche Börse, adds genuine financial-reporting and governance heft. Christian Miele (Headline VC) and Claudia Frese (ex-STRATO/IONOS) bring venture and e-commerce perspective [1].

What's notable is how much the board has turned over. The FY2022 supervisory board was a marquee, sponsor-heavy roster — chaired by Dr. Gerhard Cromme (author of the German Corporate Governance Code) and including Gerd Häusler, Vassilia Kennedy and VC Andrin Bachmann (Piton Capital) [10]. By 2026, all of those names are gone and co-founder Koç has moved into the chair. The upgrade in finance/audit expertise is real; the loss of an independent heavyweight chair like Cromme — replaced by the controlling founder — is a governance step backward.

Governance risks and related-party dealings

This is where the words are weighted, because it is where the tension lives.

Three related-party / disclosure points an outside shareholder should weigh:

1. Individual management pay is not fully disclosed. AUTO1 invokes the §286(4) / §314(3) HGB exemption to avoid itemising key-management remuneration in full [6]. In FY2021 total key-management compensation was $3,184k (vs $4,858k in 2020) [5], but the granularity falls short of best-practice say-on-pay regimes.

2. Conflicts are at least handled procedurally. When the supervisory board resolved on the LTIP 2017 — of which Koç was a beneficiary — he was recused from those decisions as a former management-board member and beneficiary [7]. That is the right process; the concern is that the person now chairs the board.

3. Ongoing dilution risk is structural. Total potential dilutive shares from the stacked incentive programs reached ~14.1m as of end-2021 [14], and a new LTIP 2025 extends the pattern. Equity is the founders' reward mechanism, so equity-funded compensation will keep nibbling at the float.

On the credit side, capital discipline is conservative: management runs the balance sheet with roughly $705m of cash and no corporate debt, funding inventory through ABS rather than equity raises, and states the business now self-funds its growth [12]. That removes the most common minority-shareholder fear at a high-growth platform — repeated dilutive cash calls. No supervisory-board loans or advances were granted [2], and the audit relationship with KPMG is long-standing.

For context on shareholder value creation: AUTO1 listed in February 2021 at $43.03 a share, a ~$8.9bn market cap, with Sequoia and Lone Pine as cornerstone investors [11]. The shares now trade around $28 — well below the IPO price — so even the founders, for all their alignment, have not delivered for IPO-era buyers. Alignment cuts both ways: insiders have ridden the same drawdown.

The verdict — Grade B

AUTO1's management deserves a fair degree of trust, earned the hard way: through skin in the game rather than through disclosure or formal independence. The founders own ~21% of the company, take almost no cash, run a debt-free, self-funding balance sheet, and have steered the business to its first profit and record EBITDA in FY2025. The board carries real automotive-finance and accounting expertise.

The reasons it is a B and not an A are concrete and concentrated: a controlling co-founder chairs the supervisory board he is meant to be supervised by; individual executive pay hides behind a statutory exemption; and founder equity has repeatedly been topped up through dilutive, related-party share issuances. None of these is a fraud flag — all are disclosed — but together they tilt power decisively toward insiders.