Compensation of the Board of Directors for 2019
In 2019, the Board of Directors received a total compensation of CHF 2’542’208 (previous year: CHF 2’637’654). Of this total, CHF 1’281’957 was in the form of cash fees (previous year: CHF 1’225’730); CHF 1’030’000 was in RSU (previous year: CHF 1’155’000) and CHF 230’251 was in the form of social security contributions (previous year: CHF 256’923).
The aggregate Board compensation paid in 2019 was 3.6% lower than in 2018, which is due to the lower number of Board members since May 2018.
Apart from the increase of the committee fees, the structure and level of the Board compensation remained unchanged compared with the previous year.
The portion of compensation delivered in restricted share units (RSU) amounts to 56% of the cash compensation for the Chairman, and to between 74% and 114% for the other active members of the Board of Directors. The RSU are subject to a staged three-year vesting period.
Compensation of the Board of Directors (audited)
|
|
2019 |
2018 |
||||||
|
thousands of CHF |
Cash fees 8) |
Restricted share unit (RSU) plan 9) |
Social security contri-butions 10) |
Total |
Cash fees 8) |
Restricted share unit (RSU) plan |
Social security contri-butions 10) |
Total |
|
Board of Directors |
1’282 |
1’030 |
230 |
2’542 |
1’226 |
1’155 |
257 |
2’638 |
|
Peter Löscher, Chairman 1) |
446 |
250 |
64 |
760 |
446 |
250 |
69 |
765 |
|
Matthias Bichsel, Vice Chairman |
140 |
155 |
32 |
327 |
133 |
155 |
33 |
322 |
|
Hanne Birgitte Breinbjerg Sørensen 2) |
168 |
125 |
30 |
323 |
108 |
125 |
27 |
260 |
|
Lukas Braunschweiler 3) |
109 |
125 |
26 |
260 |
76 |
125 |
25 |
226 |
|
Mikhail Lifshitz |
109 |
125 |
26 |
260 |
102 |
125 |
27 |
253 |
|
Marco Musetti |
144 |
125 |
28 |
297 |
117 |
125 |
28 |
270 |
|
Gerhard Roiss 4) |
165 |
125 |
25 |
315 |
132 |
125 |
16 |
273 |
|
Axel C. Heitmann 5) |
– |
– |
– |
– |
40 |
125 |
23 |
187 |
|
Thomas Glanzmann 6) |
– |
– |
– |
– |
40 |
0 |
4 |
44 |
|
Jill Lee 7) |
– |
– |
– |
– |
32 |
0 |
4 |
36 |
1) Chairman of the Board of Directors and Chairman of the Strategy Committee.
2) Member of the Board of Directors and Chairwoman of the Audit Committee since April 4, 2018.
3) Member of the Board of Directors since April 4, 2018.
4) Member of the Board of Directors since April 1, 2015. Chairman of the Nomination and Remuneration Committee since April 4, 2018.
5) Member of the Board of Directors until May 25, 2018.
6) Chairman of the Nomination and Remuneration Committee until April 4, 2018.
7) Chairwoman of the Audit Committee until December 11, 2017. Member of the Board of Directors until April 4, 2018.
8) Disclosed gross.
9) RSU awards granted in 2019 had a fair value of CHF 97.76 at grant date. The amount represents the full fair value of grants made in 2019.
10) The amount includes mandatory social security contributions on the cash fees and estimated contributions on the RSU (based on their fair value at grant) and includes both the employer and employee contributions paid by the company on behalf of the Board members.
At the 2019 and 2018 AGM respectively, shareholders approved a maximum aggregate compensation amount of CHF 2’984’000 for the Board of Directors for the period of office from the 2019 AGM until the 2020 AGM and of CHF 2’984’000 for the period of office from the 2018 AGM until the 2019 AGM. The table below shows the reconciliation between the compensation that is/will be paid out for the two periods of office and the maximum aggregate compensation amounts approved by the shareholders.
Reconciliation between the reported Board compensation and the amount approved by the shareholders at the Annual General Meeting
|
|
Compensation earned during financial year as reported (A) |
Minus compensation earned from Jan to AGM of financial year (B) |
Plus compensation accrued from Jan to AGM of year following financial year (C) |
Total compensation earned for the period from AGM to AGM (A-B+C) |
Amount approved by shareholders at respective AGM |
Ratio between compensation earned for the period from AGM to AGM versus amount approved by shareholders |
|
AGM 2019–AGM 2020 |
2019 |
Jan 1, 2019 to 2019 AGM |
Jan 1, 2020 to 2020 AGM |
2019 AGM to 2020 AGM |
2019 AGM |
2019 AGM |
|
Board (total) |
2’542’208 |
324’428 |
354’767 |
2’572’548 |
2’984’000 |
86.2% |
|
AGM 2018–AGM 2019 |
2018 |
Jan 1, 2018 to 2018 AGM |
Jan 1, 2019 to 2019 AGM |
2018 AGM to 2019 AGM |
2018 AGM |
2018 AGM |
|
Board (total) |
2’637’654 |
387’961 |
366’336 |
2’616’029 |
2’984’000 |
87.7% |
As of December 31, 2018 and December 31, 2019, there were no outstanding loans or credits granted to the members of the Board of Directors, former members of the Board of Directors or related parties (audited).
In 2018 and 2019, no compensation was granted to former members of the Board of Directors or related parties (audited).
Shareholdings of the Board of Directors
As of the end of 2018 and 2019, the members of the Board of Directors held the following shares in the company:
Shareholdings at December 31, 2019
|
|
2019 |
||
|
|
Sulzer shares |
Restricted share units (RSU) |
Total share awards and shares |
|
Board of Directors |
47’461 |
18’549 |
66’010 |
|
Peter Löscher |
17’121 |
4’692 |
21’813 |
|
Matthias Bichsel |
6’801 |
2’911 |
9’712 |
|
Hanne Birgitte Breinbjerg Sørensen |
249 |
1’951 |
2’200 |
|
Lukas Braunschweiler |
335 |
1’951 |
2’286 |
|
Mikhail Lifshitz |
3’622 |
2’348 |
5’970 |
|
Marco Musetti |
7’480 |
2’348 |
9’828 |
|
Gerhard Roiss |
11’853 |
2’348 |
14’201 |
Shareholdings at December 31, 2018
|
|
2018 |
||
|
|
Sulzer shares |
Restricted share units (RSU) |
Total share awards and shares |
|
Board of Directors |
38’114 |
16’516 |
54’630 |
|
Peter Löscher |
14’607 |
4’647 |
19’254 |
|
Matthias Bichsel |
5’241 |
2’884 |
8’125 |
|
Hanne Birgitte Breinbjerg Sørensen |
– |
1’005 |
1’005 |
|
Lukas Braunschweiler |
– |
1’005 |
1’005 |
|
Mikhail Lifshitz |
1’449 |
2’325 |
3’774 |
|
Marco Musetti |
6’222 |
2’325 |
8’547 |
|
Gerhard Roiss |
10’595 |
2’325 |
12’920 |