People

People & Governance — Do They Deserve Trust?

Figures converted from EUR at historical FX rates — see data/company.json.fx_rates. Ratios, margins, percentages, and multiples are unitless and unchanged.

The short answer: yes on alignment, no on independence. AUTO1 is run by the people who built it, and they own it the way founders should. Co-founder and CEO Christian Bertermann controls more than 10% of the company through BM Digital GmbH [1] — a stake worth over $600 million at the current $27.95 share price — yet drew just $532 thousand in total pay for FY2024, all of it salary [2]. That is real skin in the game and near-zero cash extraction: the textbook of an owner-operator.

The problem is the room where his pay is decided. AUTO1's other co-founder, Hakan Koç, chairs the Supervisory Board and the Presidential & Nomination Committee that sets Management Board remuneration, and he sits on the Audit Committee — where two of three seats are held by non-independent insiders [3]. When the board handed Bertermann his first large equity grant in 2025, 23% of voting shareholders rejected the remuneration report. The operators are trustworthy; the oversight architecture around them is not fully independent.

Sources: CEO stake [4]; CEO pay [5]; pay-report dissent from AUTO1 Group SE 2026 AGM voting results (agenda item 7), as reported.

The People Running the Company

AUTO1 is a German SE with a mandatory two-tier structure: a Management Board that runs the company and a Supervisory Board that oversees it. The two co-founders sit one on each side — Bertermann executes as CEO, Koç chairs the supervisors — so the roles are formally separated even though control is not [6].

The team is thin at the top — a two-person Management Board — but the bench just turned over cleanly. Markus Boser, CFO for a decade and the man who ran the February 2021 IPO, stepped down on 31 December 2025 [7]. His replacement, Christian Wallentin (ex-Hoist Finance, Nordea, Goldman Sachs, Permira), was recruited and contracted a full quarter ahead of the handover and took over as CFO on 1 January 2026 [8]. An orderly, pre-announced CFO succession is a genuine governance positive — the financial-services background also fits a company whose next profit lever is captive lending.

Sources: Management Board composition & succession [9], [10]; CEO ownership [11]; founder history [12].

What They Get Paid — and Whether It Tracks Performance

For most of its listed life AUTO1 paid its founder-CEO almost nothing variable. In FY2024, Bertermann's total remuneration was $532 thousand — $519 thousand salary plus $12 thousand of fringe, with zero bonus and zero equity. Boser, a hired professional with no founder stake, earned roughly double — $1.10 million, including $563 thousand of option awards [13]. That inversion — the CEO paid less than his CFO — is exactly what you want when the CEO already owns the company.

Source: Remuneration Report 2024, Management Board remuneration table [14].

Set that against the operating record and the alignment is stark: while the founder-CEO's cash pay sat flat near $0.5 million, the group swung from a $129 million net loss in FY2023 to $92 million of net profit in FY2025 on $9.6 billion of revenue. He was not paid for the turnaround — he simply owned it.

Sources: revenue and net income per reported financials, FY2023–FY2025; CEO cash pay held near $0.5m [15].

The shift in 2025 is the part to scrutinise. When Bertermann was reappointed for a five-year term from 2026, the Supervisory Board granted him 7,500,000 share options under a new Long-Term Incentive Plan 2025 [16]. The options carry a $29.38 exercise price against a $6.8 billion enterprise value at grant, vest in 20 quarterly tranches through 2030, and were valued at $0.62 each — a grant-date fair value of $4.69 million booked into Management Board remuneration [17], [18]. Incoming CFO Wallentin received a parallel, far smaller grant of 855,625 virtual options under LTIP 2025/II [19].

On the merits, an out-of-the-money, performance-conditioned, five-year option is a well-structured incentive. The concern is process, not design: an already-controlling founder voted himself a multi-million-dollar equity package through a committee he effectively controls. Reported key-management remuneration tells the same story — short-term benefits of $2.00 million and $1.10 million of share-based expense in FY2025, before the $4.69 million LTIP grant is layered on top [20].

Source: FY2025 Annual Report, Note 13 Related Party Disclosures [21].

Alignment & Skin in the Game

This is AUTO1's strongest governance card. The founders built the business in 2012 and carried real ownership through the IPO: at the February 2021 listing, BM Digital (Bertermann) held 15.69% before the offering and 12.62% after, while Koç's HKVV GmbH held 15.69% pre-IPO and 12.41% post [22], [23]. The two founders together held 54,325,600 shares at listing and accepted a 180-day lock-up [24].

Source: IPO Prospectus 2021, shareholder structure [25].

Five years on, the alignment is intact but the two founders have diverged. As at end-2025, BM Digital (Bertermann), SoftBank's SVF Midgard, and a newer holder, Cadian Master Fund, each still held more than 10% of the votes [26] — but Koç's HKVV had already dropped below the 10% disclosure line by the end of 2024 [27]. In other words, the chairman who runs the oversight board has been trimming his economic stake while the CEO he oversees has kept his. That is not a red flag on its own — but a Supervisory Board chairman selling down while a controlling shareholder is worth flagging.

On dilution, outside holders should note the founders and SoftBank are not the only claim on the share count: AUTO1 runs multiple share-based programmes, the share base drifts up via small capital increases each quarter, and the AGM keeps renewing large convertible-bond and conditional-capital authorisations. The 2025 LTIP alone covers up to 6.2 million new shares [28]. Dilution is steady rather than alarming, but it is a permanent tax on minority holders.

Board Quality & Independence

Here the picture weakens. On paper the Supervisory Board looks balanced — six members, four of them classified independent, with audit, nomination, ESG and marketing committees and strong attendance (ten meetings in FY2025, almost full turnout) [29]. The independent additions are credible operators: Lars Santelmann (ex-CEO of Volkswagen Financial Services) chairs the Audit Committee, Claudia Frese brings two decades of tech/e-commerce leadership, and the 2026 intake added Jörg Pietzner, a Deutsche Börse group financial-accounting head — exactly the audit-grade expertise a fast-scaling balance sheet needs.

But independence at the decision-making nodes is the issue. The founder-chairman Koç chairs the Presidential & Nomination Committee (which sets Management Board pay) and also sits on the Audit Committee alongside venture-capitalist Christian Miele — so two of the Audit Committee's three seats are non-independent [30]. A controlling founder on the audit body that signs off the numbers, and chairing the body that sets his co-founder-CEO's pay, is the structural weakness behind every other concern on this page.

Source: FY2025 Annual Report, Supervisory Board & committee composition [31].

Governance Risk & Related-Party Dealings

Two things to weigh here, and they pull in opposite directions.

The reassuring side: today's related-party file is clean. The FY2025 related-party note discloses only key-management remuneration — no founder loans, no related-party trading, no pension promises, and the company reported that no conflicts of interest arose during the year [32], [33]. Management's own posture is conservative where it matters most — capital. On the FY2025 results call, the company stressed it carries "no corporate debt" and around $700 million of cash, funding inventory through asset-backed facilities and self-funding growth from trading cash flow [34]. For a once-cash-burning e-commerce roll-up, that is the right discipline.

The cautionary side: the history and the dissent. AUTO1's IPO-era record was not conflict-free — at listing, the company disclosed a $289 million convertible loan in which BM Digital, "an entity owned and controlled by our Chief Executive Officer Christian Bertermann," was a lender alongside a SoftBank affiliate, later converting into equity [35]. It was disclosed and is now resolved, but it shows the founder has financed the company on both sides of the table before. And shareholders are signalling unease now: at the June 2026 AGM, 23.0% of votes opposed the FY2025 remuneration report, 18.6% opposed the new convertible-bond/conditional-capital authorisation, and 12.0% opposed discharging the Supervisory Board — versus near-unanimous approval of the Management Board's discharge and the dividend. The dissent is aimed squarely at the board and pay, not at operations.

Source: AUTO1 Group SE 2026 Annual General Meeting voting results, as reported (not part of the page-cited filing corpus).

The Verdict

Source: analyst assessment synthesising the cited filings above.

Grade: B. AUTO1 earns trust on the two hardest things to fake — the people are the builders, and they own the company outright rather than renting it for salary. Bertermann's $600 million-plus stake against a $0.5 million salary is about as aligned as a public-company CEO gets [36], [37], the related-party file is clean today [38], the CFO succession was orderly [39], and capital allocation is conservative [40]. What holds it back from an A is independence: a founder-chairman who chairs the nomination committee and sits on a majority-insider Audit Committee [41], and a pay process that just drew 23% shareholder dissent.

The single thing most likely to move the grade: independence at the committee level. Reconstitute the Audit Committee with an independent majority and hand the remuneration/nomination chair to a genuinely independent director, and this is an A-tier governance story given the ownership alignment. Leave the founder-chairman setting the founder-CEO's pay and signing off the audit, and the next contested grant — or the next related-party transaction — has no independent brake. For now, alignment buys the benefit of the doubt; structure keeps it at a B.