– Compensation report – Compensation of the Board of Directors for 2021
Compensation of the Board of Directors for 2021
Compensation of the Board of Directors: overview
In 2021, the Board of Directors received total compensation in the amount of kCHF 2’862 (previous year: kCHF 2’808). Of this total, kCHF 1’444 was in the form of cash fees (previous year: kCHF 1’396); kCHF 1’155 was in RSUs (previous year: kCHF 1’155) and kCHF 263 was in the form of social security contributions (previous year: kCHF 257).
The total Board compensation paid in 2021 was 1.9% higher than in 2020, which is due to the appointment of Suzanne Thoma as Vice Chairwoman of the Board and David Metzger as a new member of the Board in 2021. Nevertheless, the aggregated Board compensation was still below the maximum aggregate compensation for the Board, which was approved at the AGM 2020. The structure and level of the Board compensation remained unchanged compared with the previous year.
The portion of compensation delivered in RSUs amounts to 56% of the cash compensation for the Chairman, and to between 71% and 149% for the other active members of the Board of Directors. The RSUs are subject to a staged three-year vesting period.
Compensation of the Board of Directors
|
|
|
2021 |
||||||
|
thousands of CHF |
|
Cash fees 3) |
|
Restricted share unit (RSUs) plan 4) |
|
Social security contributions 5) |
|
Total |
|
Board of Directors |
|
1’444 |
|
1’155 |
|
263 |
|
2’862 |
|
Peter Löscher, Chairman |
|
447 |
|
250 |
|
66 |
|
763 |
|
Suzanne Thoma, Vice Chairwoman 1) |
|
136 |
|
155 |
|
32 |
|
323 |
|
Matthias Bichsel |
|
138 |
|
125 |
|
24 |
|
286 |
|
Lukas Braunschweiler 2) |
|
28 |
|
- |
|
3 |
|
31 |
|
Mikhail Lifshitz |
|
112 |
|
125 |
|
27 |
|
264 |
|
David Metzger 1) |
|
84 |
|
125 |
|
25 |
|
234 |
|
Alexey Moskov |
|
112 |
|
125 |
|
27 |
|
264 |
|
Marco Musetti 2) |
|
37 |
|
- |
|
4 |
|
41 |
|
Gerhard Roiss |
|
173 |
|
125 |
|
26 |
|
324 |
|
Hanne Birgitte Breinbjerg Sørensen |
|
176 |
|
125 |
|
31 |
|
332 |
|
|
|
2020 |
||||||
|
thousands of CHF |
|
Cash fees 2) |
|
Restricted share unit (RSUs) plan |
|
Social security contributions 4) |
|
Total |
|
Board of Directors |
|
1’396 |
|
1’155 |
|
257 |
|
2’808 |
|
Peter Löscher, Chairman |
|
447 |
|
250 |
|
66 |
|
763 |
|
Matthias Bichsel, Vice Chairman |
|
142 |
|
155 |
|
27 |
|
324 |
|
Lukas Braunschweiler |
|
112 |
|
125 |
|
26 |
|
264 |
|
Mikhail Lifshitz |
|
112 |
|
125 |
|
26 |
|
264 |
|
Alexey Moskov |
|
84 |
|
125 |
|
25 |
|
234 |
|
Marco Musetti |
|
150 |
|
125 |
|
29 |
|
304 |
|
Gerhard Roiss |
|
173 |
|
125 |
|
26 |
|
324 |
|
Hanne Birgitte Breinbjerg Sørensen |
|
176 |
|
125 |
|
31 |
|
332 |
1) Member of the Board of Directors since April 14, 2021.
2) Member of the Board of Directors until April 14, 2021
3) Disclosed gross.
4) RSU awards granted in 2021 had a fair value of CHF 106.3229 at grant date. The amount represents the full fair value of grants made in 2021.
5) 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 2021 and 2020 AGMs respectively, shareholders approved a maximum aggregate compensation amount of kCHF 2’984 for the Board of Directors for the period of office from the 2020 AGM until the 2021 AGM and of kCHF 2’984 for the period of office from the 2019 AGM until the 2020 AGM. The table below shows the reconciliation between the compensation that was/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
|
thousands of CHF |
|
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 2021–AGM 2022 |
|
2021 |
|
Jan 1, 2021 to 2021 AGM |
|
Jan 1, 2022 to 2022 AGM |
|
2021 AGM to 2022 AGM |
|
2021 AGM |
|
2021 AGM |
|
Board (total) |
|
2’862 |
|
386 |
|
393 |
|
2’869 |
|
2’984 |
|
96.2% |
|
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) |
|
2’808 |
|
355 |
|
391 |
|
2’844 |
|
2’984 |
|
95.3% |
As of December 31, 2020, and December 31, 2021, 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.
In 2020 and 2021, no compensation was granted to former members of the Board of Directors or related parties.
Shareholdings of the Board of Directors
As of the end of 2020 and 2021, the members of the Board of Directors held the following shares in the company:
Shareholdings at December 31, 2021
|
|
|
2021 |
||||
|
|
|
Sulzer shares |
|
Restricted share units (RSU) |
|
Total share awards and shares |
|
Board of Directors |
|
55’307 |
|
34’874 |
|
90’181 |
|
Peter Löscher |
|
22’238 |
|
8’818 |
|
31’056 |
|
Suzanne Thoma |
|
– |
|
2’232 |
|
2’232 |
|
Matthias Bichsel |
|
9’976 |
|
5’038 |
|
15’014 |
|
Mikhail Lifshitz |
|
6’182 |
|
4’410 |
|
10’592 |
|
David Metzger |
|
– |
|
1’800 |
|
1’800 |
|
Alexey Moskov |
|
639 |
|
3’756 |
|
4’395 |
|
Gerhard Roiss |
|
14’413 |
|
4’410 |
|
18’823 |
|
Hanne Birgitte Breinbjerg Sørensen |
|
1’859 |
|
4’410 |
|
6’269 |
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 |