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Figures converted from euros at historical FX rates — see data/company.json.fx_rates. Ratios, margins, and multiples are unitless and unchanged.
Do management and governance deserve trust?
Mostly — on alignment, not on independence. AUTO1 is still run and supervised by the two men who founded it in 2012. Co-founder Christian Bertermann runs the Management Board as CEO; co-founder Hakan Koç chairs the Supervisory Board that is supposed to police him. Together they own roughly a quarter of the company — over $1.6bn of personal capital riding on the same shares outside investors hold — and they took restrained cash pay through years of losses while finally delivering the long-promised turn to profit in FY2024–25. That is real skin in the game. The catch: the body charged with independent oversight is chaired by the CEO's co-founder, its audit committee contains none of the three genuinely independent directors, and the comp system just tilted toward a founder-friendly mega-grant. Alignment is a strength; independent challenge is the weakness.
Governance Grade
Founder Skin in the Game
ISS Governance Risk (decile, higher=worse)
ISS Compensation Risk (decile)
Source: FY2025 Annual Report (Supervisory Board Report, remuneration notes); ISS Governance QualityScore as of 4 June 2026; founder stake derived from reported share count and disclosed holdings.
The control structure: founders on both sides of the table
Germany's two-tier model splits power between a Management Board (executives) and a Supervisory Board (oversight). At AUTO1 the two founders sit on opposite sides of that divide — which looks like a check but functions more like a closed loop.
Source: FY2025 Annual Report (board composition); company leadership page; Hakan Koç directors'-dealing disclosures.
Three things matter here, and only three:
1. Key-man concentration is extreme. The entire Management Board is two people. Strategy, capital allocation and the profitability turn all run through Bertermann, who was just re-appointed CEO and Chairman of the Management Board for a fresh five-year term to the end of 2030. There is no deep executive bench visible at board level and no obvious internal successor — the bus-factor here is one.
2. The supervisor is the CEO's co-founder. Koç left the Management Board in November 2020 and moved to chair the Supervisory Board. He is explicitly a shareholder representative, not an independent director, and he is now also CEO of an unrelated telecom company (1GLOBAL) and resident in London — so the chair of the oversight body is both conflicted by founder ties and running a separate full-time business.
3. Succession was handled cleanly — on the financial side. The CFO handover (Boser → Wallentin) was announced well in advance with a defined three-year term, and the Supervisory Board minuted the process. That is the one place the governance machinery worked as designed.
Central tension: the person who supervises the founder-CEO is the founder-CEO's co-founder. The "checks and balances" of the two-tier board are, in practice, two co-founders supervising each other.
Ownership & alignment: the bull case for trust
This is where management earns its benefit of the doubt. The founders did not cash out and coast — they still own roughly a quarter of the company, and dilution has been remarkably restrained for a once-cash-burning growth platform.
Founders' Combined Stake (Bertermann + Koç)
Approx. Value of Founder Stake ($bn)
Avg. Annual Share Dilution (FY22–FY25)
Source: founders ~25–28% via holding vehicles (CEO ~12.7% per latest disclosures); value at ~$28.2 share price; dilution derived from reported share count (213.8m → 218.8m).
Shares outstanding rose only from ~213.8m (FY2022) to ~218.8m (FY2025) — about 0.7% a year, modest for a company that posted nine-figure losses for most of that span. The founders' incentive plans have been settled partly in new equity (the LTIP 2017 settlement issued ~2.2% of capital to Bertermann and Koç in 2021), so dilution exists, but it has not been the runaway story it is at many loss-making peers.
Who actually owns it
The float is a patchwork of disclosed positions that do not sum cleanly to 100% (instruments and overlapping notifications), so treat this as the map of notifiable stakes rather than a tidy pie.
Source: BaFin voting-rights notifications via financial press; fintel/insiderscreener institutional data; SoftBank funding-round history. Stakes are point-in-time disclosures and overlap.
Two flags worth a word. Morgan Stanley's near-20% looks alarming until you see most of it sits in financial instruments (swaps), which usually signals a prime-brokerage/market-making book rather than a conviction long — and it was trimmed just before the FY2025 results. And SoftBank, the marquee pre-IPO backer, has been a persistent seller, not a buyer. The genuinely sticky capital here is the founders plus the index funds.
Insider behaviour: mind the difference between transfers and sales
Source: Directors' Dealings (Art. 19 MAR) via EQS/insiderscreener. The full Art. 19 log was not machine-readable in this run; entries above are the notable disclosed items.
The honest read: most of Koç's large "disposals" are transfers of incentive-plan shares into his own holding company — estate/tax housekeeping, not selling into the market. The one straightforward sale is the departing CFO monetising on his way out, which is unremarkable. There is no pattern of the continuing founder-CEO dumping stock. Net insider conduct is benign.
Pay: cheap cash, expensive options
For a company doing $9.6bn of revenue, the cash compensation is strikingly small — and that is to management's credit. The whole story of AUTO1 pay is low fixed, high equity, which is exactly the structure long-term shareholders should want. The problem is the size and shape of the latest equity grant, which is why the comp pillar is the single worst score on the governance card.
Source: FY2025 Annual Report — Notes (Key management personnel) and Remuneration Report. "Share-based payment" is exclusively for Management Board members.
Total KMP pay was just $3.1m in FY2025 ($2.0m cash + $1.1m recurring share-based), down from $4.0m in FY2024. The CEO's reported base is around $0.5m — a rounding error against the company's revenue and against his own ~$800m equity stake.
The catch sits outside that table. As part of his 2025 re-appointment, Bertermann was granted 7,500,000 share options under the new LTIP 2025, with a grant-date fair value of $4.7m — and, fully vested, those options represent roughly 3.4% of shares outstanding. The new CFO got a parallel LTIP 2025/II grant. That is a large, founder-favouring equity transfer layered on top of an already-dominant founder stake, and it is the most plausible reason ISS rates AUTO1's Compensation risk at decile 8 (high) while every other pillar is benign.
Source: ISS Governance QualityScore as of 4 June 2026 (overall decile 6). Higher decile = higher governance risk.
The shape of this chart is the governance story: audit clean (2), shareholder rights excellent (1) — one share, one vote, no dual-class shenanigans — board middling (5), and compensation the lone red bar (8). Outside investors are not being disenfranchised; they are being asked to fund a generous founder option plan.
Board quality: formally independent, functionally not
The Supervisory Board ticks the formal boxes — six members, half women, four committees, near-perfect attendance, an unqualified KPMG audit, and a declaration of compliance with the German Corporate Governance Code (with one disclosed deviation). Scratch the surface and the independence is thinner than the headcount suggests.
Source: FY2025 Annual Report — Supervisory Board Report and committee composition; attendance per the FY2025 meeting log (10 meetings).
The decisive weakness is the Audit and Risk Committee — the committee that signs off on the numbers and the internal controls. Its three members are Santelmann (chair), Koç and Miele: the long-affiliated deputy, the co-founder chairman, and a VC. Not one of the three genuinely independent directors (Mutschler, Gorce Momboisse, Frese) sits on audit. The committee that most needs independence has the least of it, and the co-founder who is supposed to be supervised has a seat on the body reviewing his company's accounts.
The structural flaw in one line: AUTO1's audit committee is staffed entirely by affiliated/insider-leaning directors, and includes the founder-chairman. The three independent women chair the softer committees (ESG, Marketing) and the nomination body — never audit.
On the credit side: attendance is excellent (most members 10/10), the board met ten times, the committee architecture is complete, no conflicts of interest were declared, and the SE structure with one-share-one-vote keeps minority rights strong. This is a competent, engaged board — it is simply not an independent one where it counts most.
Culture & conduct: a yellow flag, not a thesis-breaker
Employee sentiment is mediocre and trending the wrong way on pay.
Source: Glassdoor (489 reviews); 50% CEO approval, 44% would recommend. Compensation rating fell ~4% over the past year.
The 3.1 overall rating, 50% CEO approval and a 2.6 on pay (employees feel underpaid even as the company is finally profitable) paint a fast-growing, cost-disciplined, somewhat grinding workplace — consistent with a margin-focused turnaround. More seriously, individual reviews allege "toxic management" and even harassment by senior leadership; the company responds publicly pointing to confidential reporting channels. These are unverified anecdotes, not substantiated findings, but they belong on a watch-list for a business that runs hot and lean.
Verdict: B-
AUTO1's leadership deserves a qualified yes. The reasons to trust them are concrete and the kind value-investors prize: founders with ~$1.6bn of their own money in the same stock, cash pay so low it is almost symbolic, dilution held under 1% a year, a clean audit and pristine shareholder rights, and — most importantly — a management team that actually delivered the profitability it promised after years of losses. That track record is the best evidence that incentives and outcomes are aligned.
The reasons to withhold a full vote of confidence are structural, not (yet) behavioural: the founder-CEO is supervised by his own co-founder; the audit committee excludes every independent director; the entire executive team is two people with a CEO locked in to 2030; and the latest comp system hands the founder a 7.5m-option grant that the world's main proxy advisor flags as high-risk.
What would move the grade up: add an independent chair or at least independent directors to the Audit and Risk Committee, broaden the Management Board beyond two people, and dial back (or tie far harder to performance) the founder option grants. Any one of these would lift AUTO1 from "aligned but unchecked" toward genuinely well-governed.
What would move it down: a continuing-founder (Bertermann) selling material stock, a related-party transaction running through the founder-controlled holding vehicles or the new "step-up" partnership structure, or substantiation of the conduct allegations. None has occurred — but with this oversight structure, the early-warning system is weak.