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Compensation of the Board of Directors for 2020

In 2020, the Board of Directors received a total compensation of CHF 2’807’649 (previous year: CHF 2’542’208). Of this total, CHF 1’395’856 was in the form of cash fees (previous year: CHF 1’281’957); CHF 1’155’000 was in RSU (previous year: CHF 1’030’000) and CHF 256’793 was in the form of social security contributions (previous year: CHF 230’251).

The aggregate Board compensation paid in 2020 was 10.4% higher than in 2019, which is due to the appointment of Mr. Alexey Moskov as a new member of the Board in 2020, thus returning to the former size of the Board of Directors. Nevertheless, the aggregated Board compensation was still below the maximum aggregate compensation for the Board, which was approved at the AGM 2020 and remained flat for the second consecutive year. 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 72% and 149% 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)

 

 

2020

 

2019

thousands of CHF

 

Cash fees 2)

 

Restricted share unit (RSU) plan 3)

 

Social security contributions 4)

 

Total

 

Cash fees 2)

 

Restricted share unit (RSU) plan

 

Social security contributions 4)

 

Total

Board of Directors

 

1’396

 

1’155

 

257

 

2’808

 

1’282

 

1’030

 

230

 

2’542

Peter Löscher, Chairman

 

447

 

250

 

66

 

763

 

446

 

250

 

64

 

760

Matthias Bichsel, Vice Chairman

 

142

 

155

 

27

 

324

 

140

 

155

 

32

 

327

Lukas Braunschweiler

 

112

 

125

 

26

 

264

 

109

 

125

 

26

 

260

Mikhail Lifshitz

 

112

 

125

 

26

 

264

 

109

 

125

 

26

 

260

Alexey Moskov 1)

 

84

 

125

 

25

 

234

 

 

 

 

Marco Musetti

 

150

 

125

 

29

 

304

 

144

 

125

 

28

 

297

Gerhard Roiss

 

173

 

125

 

26

 

324

 

165

 

125

 

25

 

315

Hanne Birgitte Breinbjerg Sørensen

 

176

 

125

 

31

 

332

 

168

 

125

 

30

 

323

1) Member of the Board of Directors since April 15, 2020.

2) Disclosed gross.

3) RSU awards granted in 2020 had a fair value of CHF 65.22 at grant date. The amount represents the full fair value of grants made in 2020.

4) 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 2020 and 2019 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 2020 AGM until the 2021 AGM and of CHF 2’984’000 for the period of office from the 2019 AGM until the 2020 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 2020–AGM 2021

 

2020

 

Jan 1, 2020 to 2020 AGM

 

Jan 1, 2021 to 2021 AGM

 

2020 AGM to 2021 AGM

 

2020 AGM

 

2020 AGM

Board (total)

 

2’807’649

 

354’839

 

391’405

 

2’844’215

 

2’984’000

 

95.3%

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%

As of December 31, 2019, and December 31, 2020, 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 2019 and 2020, 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 2019 and 2020, the members of the Board of Directors held the following shares in the company:

Shareholdings at December 31, 2020

 

 

2020

 

 

Sulzer shares

 

Restricted share units (RSU)

 

Total share awards and shares

Board of Directors

 

56’020

 

27’510

 

83’530

Peter Löscher

 

19’437

 

6’210

 

25’647

Matthias Bichsel

 

8’238

 

3’853

 

12’091

Lukas Braunschweiler

 

1’097

 

3’106

 

4’203

Mikhail Lifshitz

 

4’781

 

3’106

 

7’887

Alexey Moskov

 

 

1’917

 

1’917

Marco Musetti

 

8’639

 

3’106

 

11’745

Gerhard Roiss

 

13’012

 

3’106

 

16’118

Hanne Birgitte Breinbjerg Sørensen

 

816

 

3’106

 

3’922

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

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

Hanne Birgitte Breinbjerg Sørensen

 

249

 

1’951

 

2’200