People
The People
Governance grade is D. Bajaj Auto controls 74.9% via Pierer Bajaj AG (renamed Bajaj Auto International Holdings AG), the Austrian Takeover Commission waived the mandatory bid, three of four supervisory-board seats are filled by sitting Bajaj Auto executives, and the new CEO owns 0.07% of the company. Minority shareholders are along for the ride, not at the wheel.
| Governance Grade | Skin-in-the-Game (1–10) | ISS Quality Score (10 = highest risk) | Insider + Controller Stake |
|---|---|---|---|
| D | 3 | 10 | 74.97% |
Skin-in-the-Game (1–10)
ISS Quality Score (10 = highest risk)
Insider + Controller Stake
The People Running This Company
The Vorstand was rebuilt in 2025 around a single hired-gun CEO, a newly recruited CFO, and a temporary CLO who departed at year-end. Stefan Pierer, who founded the group in 1987, exited the board on 30 June 2025 after selling indirect control to Bajaj Auto. The new board is professional and credentialed, but none of them built this company and only one of them owns any of it.
Continuity risk. Two of the three remaining Vorstand members joined in mid-2025; one of those then left at year-end. The CFO has been in seat for under a year. There is no internal succession bench because the legacy management was either pushed out (Pierer, Roithner) or never had operational depth (Schneglberger-Grossmann was a lawyer hired for the insolvency). Operational continuity now leans heavily on Neumeister personally.
Gottfried Neumeister's actual track record is not motorcycles. He scaled flyniki for Niki Lauda until the Air Berlin sale, then ran international catering operations at DO & CO. He was a director on the supervisory board representing an investor before the Vorstand recruited him in September 2024 — the company itself discloses (C-Regel 38b) that "this did not involve a structured selection process." That is a defensible choice during an insolvency crisis. It is also a flag for anyone hoping the board acts as a check on the CEO.
Petra Preining is the most reassuring hire. She ran finance at AT&S (€1.7B revenue chipmaker) and Semperit through complex periods, and she joined a balance sheet that had gone from €914M to negative €194M equity in twelve months. She gets the benefit of the doubt on the CFO seat.
What They Get Paid
The headline number for CEO Neumeister in FY2024 was €795k (his transition year before the CEO promotion). For FY2025 the supervisory board agreed an exclusively fixed package — no variable component — because Neumeister's mandate was originally a two-year contract. The legal officer Schneglberger-Grossmann was also fixed-only because her mandate ran only six months. Stefan Pierer's variable comp through 30 June 2025 was uncapped, with purely financial KPIs — a C-Rule 27 deviation that is now moot because he has departed.
The pay file looks tame in absolute terms — a CEO at under €1M cash for a company doing €1B in revenue is below European peer scale — but the architecture is poor. No equity-linked component means no real alignment between Neumeister's wallet and the share price; no clawback language was disclosed; and the supervisory board waved through an uncapped variable plan for the founder while he was selling control. Now that Bajaj is in charge, the next remuneration report (due 2026 with the 2025 figures) is the one to read carefully — particularly whether Preining and Neumeister get any LTIP-style award denominated in BMAG shares.
Are They Aligned?
This is where the story breaks. Neumeister's 22,277 shares are real but trivial; everyone else on the Vorstand and Aufsichtsrat owns zero. The economic owner is Bajaj Auto, sitting one level up via Pierer Bajaj AG (now Bajaj Auto International Holdings AG). Pierer Industrie AG, the original founding holding company, sold its remaining 50.1% stake in that holdco to Bajaj on 18 November 2025 and is now fully out.
Mandatory-bid waiver. When Bajaj crossed the 30% threshold through the call-option exercise, Austrian takeover law would normally have required a public bid to all minority shareholders. The Austrian Takeover Commission granted a restructuring exemption on 23 October 2025, so no mandatory bid was made. Minorities did not get a control premium and cannot exit on equal terms — they sit alongside a 74.9% strategic parent that funded an €800m rescue in May 2025.
Share count is unchanged: 33,796,535 shares for the third consecutive year. No dilution has happened. But the 27 January 2025 extraordinary general meeting (during the KTM insolvency) authorised the board to issue up to 16,898,267 new shares under both authorised and conditional capital — i.e. 50% of current share count under each, with the conditional capital backing up to €900M of convertible instruments. The board can do this until 27 January 2030 with cash-issue bezugsrecht (preemption) excluded for up to 10% of capital. So the dilution risk is dry powder in the room, not an immediate event. Watch the next AGM.
Related-party density is structurally high and rising. KTM AG has a manufacturing and supply JV with Bajaj Auto dating to 2007; small-displacement KTMs are built in Pune; 43,956 of the bikes sold in H2 2025 went through Bajaj Auto channels. Now that Bajaj Auto controls the listed entity, every transfer-pricing, royalty, and component-supply agreement is a related-party transaction with the controlling shareholder. Note 48 of the consolidated accounts is the file to read each year.
Capital allocation under Pierer was poor. The legacy team bought MV Agusta, started X-Bow, scaled the bicycle business through Felt and Husqvarna E-Bicycles, and ran inventory into the ground — €248,580 units at end-2024 — before declaring insolvency. The cleanup (selling MV Agusta, Felt, X-Bow, terminating CFMOTO distribution, 500 layoffs in January 2026) is happening under Bajaj direction, not pre-emptively by the prior management.
Skin-in-the-game score: 3 / 10. Not because anyone is dishonest — there are no scandals on the record — but because the structure simply does not align executives or the controller with outside shareholders. The CEO holds roughly €0.4M of stock against a market cap near €0.6B; the supervisory board is the parent company's payroll; the controller did not pay a premium for control; and the conditional capital is loaded for whatever Bajaj decides to do next.
Board Quality
The Aufsichtsrat went through three full rebuilds in 2025. By 31 December it had only four members. The proxy classifies all four as "independent" under C-Rule 53 — but that classification has no force when three of those four collect their primary paycheque from Bajaj Auto Ltd.
Filing claims four independent directors. Substance is one. Ravikumar, Thapar and Shrivastava are sitting Bajaj Auto executives — the chairs of the Audit, Compensation and ESG committees collectively report to the controlling shareholder. C-Rule 54 already flags that no independent capital representative un-aligned with a >10% shareholder remains since Iris Filzwieser exited on 19 November 2025. Hauser, the lone external lawyer, is competent but is one voice against three.
Expertise on paper is reasonable — Thapar is a real CFO, Shrivastava is a 40-year manufacturing operator, Hauser is a takeover-law specialist, and Ravikumar has the corporate-development chops. What is missing is any board member with capital-markets, ESG or premium-consumer brand experience who is independent of the controller. The two-tier Austrian board model relies on the Aufsichtsrat to challenge the Vorstand; here the Aufsichtsrat is the Vorstand's owner.
Auditor BDO Austria GmbH was reappointed; the ISS audit-pillar decile is 4 (lower risk), which is the one bright spot in an otherwise red scorecard. There is no internal-audit function (C-Rule 18 deviation), so external audit and the audit committee carry the full load.
The Verdict
| Governance Grade | Board Independence (Substance) | Related-Party Density | Mandatory-Bid Outcome |
|---|---|---|---|
| D | Captured | Material | No premium |
Grade: D. The company has a credible operator running it, a serious CFO, and a parent with the cash and operational capability to fix what was broken in 2024. None of that is in dispute. But the structure transferred control to a strategic competitor-cum-partner at 74.9% without paying a premium, the four-person supervisory board is three-quarters payroll of that controller, the CEO owns 0.07%, there is no equity-linked pay, and €900m of convertible capacity sits authorised in the satzung until 2030. ISS scores governance risk at 10 of 10, board at 10 of 10, compensation at 9 of 10 — these are the worst possible deciles.
What would push this to a C or B: a remuneration report introducing share-linked LTIP for Neumeister and Preining, an independent capital representative (replacing Filzwieser) with real industry expertise on the Aufsichtsrat, a public framework for related-party pricing with Bajaj Auto Ltd, and a board resolution either retiring the unused authorised/conditional capital or committing to a minority-protective use case.
What would push this to F: the controller exercising the conditional capital authority to issue new shares at depressed prices in a structurally captive market, or related-party transfer-pricing with Bajaj Auto that demonstrably moves margin out of Mattighofen and into Pune.
Right now the most likely single trigger of a downgrade is the next AGM (June 2026) — what the controller proposes for board composition, capital authority renewal, and Vorstand compensation will tell minorities exactly how they will be treated.