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 |