Wirecard's management and supervisory boards

analysisThe first Munich register entry of 6 August 2007 names Dr. Markus Braun, Rüdiger Trautmann and Burkhard Ley as the management board and grants joint power of attorney to Andrea Görres, Thorsten Holten, Salim Chujfi La Roche, Eric Pudewill and Jan Marsalek. Trautmann stepped down as sales director for personal reasons at the end of January 2010 and Marsalek joined the board for sales on 1 February 2010; the register entry of 6 May 2010 records both changes and the end of Marsalek's power of attorney. The 2010 report names Ley as chief financial officer and Braun as chairman and chief technology officer. The 2011 report gives Braun's start on the board as 1 October 2004 and Ley's as 1 January 2006; on 22 December 2011 the supervisory board reappointed all three from 2012 for three years and extended their contracts to the end of 2014. ^{1 2 3 4}

analysisThe annual reports disclose the board's pay. Fixed salaries for 2010 were EUR 500,000 for Braun, EUR 450,000 for Ley, EUR 275,000 for Marsalek and EUR 282,500 for the departed Trautmann; total remuneration for 2011 was EUR 1.02 million for Braun, EUR 922,000 for Ley and EUR 703,000 for Marsalek. A change of control, defined as 30% or more of the votes, entitled each board member to a bonus tied to the company's value: 0.4% for Braun and Ley and 0.25% for Marsalek. ^{2 4}

analysisAt the end of 2016 the management board still consisted of Braun (chairman, technology), Ley (finance) and Marsalek (sales). The supervisory board was chaired by Wulf Matthias, re-elected chairman on 16 June 2016, with Alfons W. Henseler as deputy and Tina Kleingarn, Stefan Klestil and Vuyiswa M'Cwabeni as members; Kleingarn and M'Cwabeni joined when the 2016 shareholders' meeting enlarged the board and first attended its meeting of 8 September 2016. The 2017 report names the same five supervisory board members, all in office throughout 2017, and records Ley as finance director until 31 December 2017. ^{5 6 7}

analysisThe register entry of 1 March 2018 records Ley's departure and the appointment of Susanne Steidl and Alexander von Knoop, whose board membership the 2019 half-year report dates from 1 January 2018. At the end of 2018 the management board consisted of Braun (chairman and technology), von Knoop (finance), Marsalek (sales) and Steidl (products); the supervisory board comprised Matthias, Henseler, Klestil, Dr. Anastassia Lauterbach, M'Cwabeni and Susana Quintana-Plaza, and the 2018 report notes that it had extended the appointments of the long-serving chief executive Braun and chief operating officer Marsalek. Henseler left on 18 June 2019, when Thomas Eichelmann joined and Klestil became deputy chairman; three supervisory board committees were set up in early 2019, and all four management board members, by then styled CEO, CFO, COO and CPO, signed the half-year report on 6 August 2019. ^{1 2 3}

analysisOn 18 June 2020 the supervisory board suspended Marsalek from the management board with immediate effect, revocably, until 30 June 2020, and brought forward to that day the appointment of Dr. James H. Freis, Jr., announced on 8 May for 1 July, to head a newly created Integrity, Legal and Compliance department. On 30 June Wirecard announced that Braun had resigned by mutual consent with immediate effect on 19 June and that the supervisory board had terminated his employment contract. The register entry of 1 July 2020 records the departure of Braun and Marsalek, Freis's appointment with sole power of representation and the end of Stephan Freiherr von Erffa's power of attorney; a registry aggregator shows Wirecard AG as the only German company linked to Freis. ^{4 5 1}

analysisWhen insolvency proceedings were opened, the register recorded that the powers of attorney of Andrea Görres and Thorsten Holten had lapsed and that Daniel Steinhoff's had also ended. A registry aggregator lists the holders of joint power of attorney over the years, without end dates: Christian von Hammel-Bonten, Holten, Eric Pudewill, Marsalek, Salim Chujfi La Roche, Görres, von Erffa and Steinhoff. ^{1 6}

analysisSeveral supervisory board members also oversaw subsidiaries. The 2011 report lists Wulf Matthias as chairman and managing director of Bank Sarasin AG in Frankfurt, also on the supervisory boards of Wirecard Bank AG, Wirecard Technologies AG and Deufol AG; Alfons W. Henseler as deputy chairman and independent consultant, also on the boards of Wirecard Bank AG, Wirecard Technologies AG and Diamos AG; and Stefan Klestil as managing director and owner of Belview Partners GmbH. For 2018 Wirecard disclosed that Matthias, Klestil and Henseler sat on Wirecard Bank AG's supervisory board, at an expense to the group of EUR 0.1 million each. The 2019 prospectus lists Matthias as chairman of the bank's supervisory board and a member of the board of administration of Deufol SE, and Klestil as a partner at Speedinvest GmbH in Vienna, managing director of Belview Partners and a member of the bank's supervisory board. Investor-database profiles add earlier supervisory board seats at Wirecard Technologies GmbH (Matthias, Henseler and Klestil), Wirecard Sales International Holding GmbH (Henseler) and Trustpay International AG (Klestil). ^{1 2 3 4 5 6}

analysisTina Kleingarn told the Bundestag's committee of inquiry on 19 November 2020, as the Bundestag reported, that she had sat on the supervisory board in 2016–2017 and left it in protest against an opaque corporate culture, explaining her departure in a letter to the remaining members. In her account Braun brought new management board members in without effective involvement of the supervisory board, and the management board resisted effective oversight and withheld information the supervisory board needed. An investor database records that Susana Quintana-Plaza's term ended on 6 April 2020 and lists Dr. Anastassia Lauterbach as a former member; the 2019 prospectus gives Lauterbach's other positions as chief executive of Lauterbach Consulting and Venturing GmbH, non-executive director of easyJet plc and of Dun & Bradstreet Corp. and chair of censhare AG. ^{7 8 3}

analysisStefan Klestil, deputy chairman from June 2019, was described by a technology news site in July 2020 as a partner of the Vienna venture capital firm Speedinvest, a co-founder of Fintech Austria, a member of the Austrian government's fintech advisory council and the first investor in N26, brought onto the board by Braun many years earlier. The 2019 half-year report prints, without the member's name, mandates at Wirecard Bank AG, Billie, Curve, Iyzico, N26 Bank, N26, Payworks, wefox and FinCompare for the member who became deputy chairman on 18 June 2019, which matches the published profile. Asked for an interview, Klestil replied through a representative that only the chairman spoke for the supervisory board and that he, like the whole board, was doing everything to help clarify the open questions about Wirecard's accounts. In 2024 the Munich I regional court dismissed the insolvency administrator's damages claim against him: it found that he had neglected his supervisory duties but doubted that proper supervision would have changed the management board's conduct; no criminal offence is alleged against him. ^{9 10 11}

analysisIn June 2005, when the shelf company Blitz 05-059 GmbH became Wire Card Beteiligungs GmbH, its first managing director Nicole Liebera left and Braun became sole managing director. As Wirecard Acquiring & Issuing GmbH the company changed management on 10 April 2013, when Braun left and Oliver Bellenhaus, Görres, Ley and Steidl were appointed; Ley left on 26 January 2018 and von Knoop was appointed. Bellenhaus and von Knoop left on 20 August 2020, when von Erffa's power of attorney also ended, and on 2 September 2020 Görres and Steidl left and the lawyer Dr. Christoph Schotte became sole managing director, while the powers of attorney of Holten and Steinhoff ended. ¹

analysisMarsalek ran the international holding company: the first register entry for Trustpay International GmbH (25 August 2010), later Wirecard Sales International Holding GmbH, names him as sole managing director, with von Erffa, Görres and Holten as joint authorised signatories. Holten, in place of his power of attorney, and Brigitte Häuser-Axtner became managing directors on 25 August 2016, and on 14 July 2020 Häuser-Axtner and Marsalek left and von Erffa's power of attorney ended; the 2019 prospectus lists Marsalek, Holten and Häuser-Axtner as managing directors. Wirecard Sales Europe GmbH, later Wirecard Global Sales GmbH, started with Holten, Häuser-Axtner and Marsalek as managing directors and joint powers of attorney for von Erffa and Görres; Häuser-Axtner and Marsalek left on 30 June 2020, when von Erffa's power of attorney also ended. The prospectus names Marsalek, Alan White (also company secretary), Helen Margaret Meehan and Markus-Konrad Fuchs as directors of the Dublin holding company Wirecard Payment Solutions Holdings Limited. ^{2 3 4}

analysisWirecard Technologies GmbH's first register entry (14 August 2012) names Ley, Marsalek and Braun as managing directors and Michael Brinkmann, von Erffa, Görres and Holten as joint authorised signatories. On 5 December 2012 Ley and Marsalek left and Carlos Häuser, Jörg Möller and von Erffa became managing directors; Steidl followed on 7 November 2017, Häuser left on 27 January 2018, Braun and von Erffa on 30 June 2020 and Möller on 3 October 2020; the 2019 prospectus lists Braun, Möller, von Erffa and Steidl as managing directors. Click2Pay GmbH was dissolved by an entry of 30 October 2019 naming Daniel Heuser and Marsalek as liquidators and Görres and Holten as joint authorised signatories; Marsalek ceased to be a liquidator in July 2020, and TEAM TREUHAND GmbH replaced Heuser on 2 March 2021. Wirecard Communication Services GmbH's first Leipzig entry (30 March 2009) names Heiner Bauer, Markus Plänitz and Braun as managing directors; Brinkmann took Braun's place on 1 March 2010, Amra Blume was appointed when Plänitz left in May 2018 and remained after Brinkmann left in August 2020, and a register database lists Bettina Funk as a managing director until 6 July 2020. ^{5 3 6 7 8 9 10 11 12}

analysisThe three technology companies founded in 2017–2018 had small teams with Steidl as a managing director of each: Wirecard Acceptance Technologies started with Stefan Buck and Sreelekha Sankar, Wirecard Issuing Technologies with Sebastian Krahe and Sankar, and Wirecard Service Technologies with Yiannakis Ioannou. Buck and Arne Matthias left on 25 October 2019 and Ioannou on 12 September 2019, Thomas Neeff also left, and Tom Schmidt was appointed on 16 May 2019; von Erffa, Görres and Holten held joint powers of attorney, and Steinhoff received one on 25 October 2019. ^{13 14 15}

analysisIn Dubai, the 2019 prospectus names Marsalek and Bellenhaus as directors of CardSystems Middle East FZ-LLC, with Bellenhaus as the general manager running its business day to day, and Bellenhaus and Steidl as directors of Wirecard Processing FZ LLC, with Nabila Nouinou as general manager. The UK register lists Bellenhaus (February 2012 to June 2020), Ley (February 2012 to December 2017) and von Knoop (January 2018 to July 2020) as former directors of Wirecard Card Solutions Limited (a registry aggregator gives slightly different dates for the 2018 and 2020 changes), and Thomas Michael Richard Jennings and, since August 2020, Andrea Farace as the current directors of the company, which is in liquidation. Register publications summarised by an aggregator show von Knoop at Wirecard Bank AG as an authorised signatory from 2010 and a management board member from 2014 until July 2020, and Ley leaving the bank's board in January 2018, when Daniel Heuser was appointed; an aggregator also shows von Knoop and Jennings leaving the board of Wirecard Luxembourg S.A. in August 2020. ^{3 16 17 18 19 20}