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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