– 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