– Compensation report – Compensation of the Board of Directors for 2022
Compensation of the Board of Directors for 2022
Compensation of the Board of Directors: overview
In 2022, the Board of Directors received total compensation in the amount of kCHF 2’340 (previous year: kCHF 2’862). Of this total, kCHF 1’152 was in the form of cash fees (previous year: kCHF 1’444); kCHF 905 was in RSUs (previous year: kCHF 1’155) and kCHF 283 was in the form of social security contributions (previous year: kCHF 263).
The total Board compensation paid in 2022 was 18.3% lower than in 2021, which is due to the reduced 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 2021. The structure and level of the Board compensation remained unchanged compared with the previous year.
The portion of compensation delivered in RSUs amounts to 70% of the cash compensation for the Chairwoman, and to between 70% and 133% 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
|
|
|
2022 |
||||||
|
thousands of CHF |
|
Cash fees 3) |
|
Restricted share unit (RSUs) plan 4) |
|
Social security contributions 5) |
|
Total |
|
Board of Directors |
|
1’152 |
|
905 |
|
283 |
|
2’340 |
|
Suzanne Thoma, Chairwoman |
|
358 |
|
250 |
|
84 |
|
692 |
|
Matthias Bichsel, Vice Chairman |
|
134 |
|
155 |
|
33 |
|
322 |
|
Alexey Moskov |
|
94 |
|
125 |
|
32 |
|
251 |
|
David Metzger |
|
131 |
|
125 |
|
37 |
|
293 |
|
Hanne Birgitte Breinbjerg Sørensen |
|
169 |
|
125 |
|
42 |
|
336 |
|
Markus Kammüller 1) |
|
94 |
|
125 |
|
31 |
|
250 |
|
Peter Löscher, former Chairman 2) |
|
105 |
|
- |
|
15 |
|
120 |
|
Gerhard Roiss 2) |
|
41 |
|
- |
|
5 |
|
46 |
|
Mikhail Lifshitz 2) |
|
26 |
|
- |
|
4 |
|
30 |
|
|
|
2021 |
||||||
|
thousands of CHF |
|
Cash fees |
|
Restricted share unit (RSUs) plan |
|
Social security contributions |
|
Total |
|
Board of Directors |
|
1’444 |
|
1’155 |
|
263 |
|
2’862 |
|
Peter Löscher, Chairman |
|
447 |
|
250 |
|
66 |
|
763 |
|
Suzanne Thoma, Vice Chairwoman |
|
136 |
|
155 |
|
32 |
|
323 |
|
Matthias Bichsel |
|
138 |
|
125 |
|
24 |
|
286 |
|
Lukas Braunschweiler |
|
28 |
|
- |
|
3 |
|
31 |
|
Mikhail Lifshitz |
|
112 |
|
125 |
|
27 |
|
264 |
|
David Metzger |
|
84 |
|
125 |
|
25 |
|
234 |
|
Alexey Moskov |
|
112 |
|
125 |
|
27 |
|
264 |
|
Marco Musetti |
|
37 |
|
- |
|
4 |
|
41 |
|
Gerhard Roiss |
|
173 |
|
125 |
|
26 |
|
324 |
|
Hanne Birgitte Breinbjerg Sørensen |
|
176 |
|
125 |
|
31 |
|
332 |
1) Member of the Board of Directors since April 6, 2022.
2) Member of the Board of Directors until April 6, 2022.
3) Disclosed gross.
4) RSU awards granted in 2022 had a fair value of CHF 77.8203 at grant date. The amount represents the full fair value of grants made in 2022. Suzanne Thoma will not receive RSU while participating in PSP as CEO.
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 2022 and 2021 AGMs respectively, shareholders approved a maximum aggregate compensation amount of kCHF 2’984 for the Board of Directors. 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 2022–AGM 2023 |
|
2022 |
|
Jan 1, 2022 to 2022 AGM |
|
Jan 1, 2023 to 2023 AGM |
|
2022 AGM to 2023 AGM |
|
2022 AGM |
|
2022 AGM |
|
Board (total) |
|
2’340 |
|
388 |
|
307 |
|
2’259 |
|
2’984 |
|
75.7% |
|
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% |
As of December 31, 2021, and December 31, 2022, 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 2021 and 2022, 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 2022 and 2021, the members of the Board of Directors held the following shares in the company:
Shareholdings at December 31, 2022
|
|
|
2022 |
||||
|
|
|
Sulzer shares |
|
Restricted share units (RSU) |
|
Total share awards and shares |
|
Board of Directors |
|
23’434 |
|
21’095 |
|
44’529 |
|
Suzanne Thoma |
|
744 |
|
4’701 |
|
5’445 |
|
Matthias Bichsel |
|
12’600 |
|
4’406 |
|
17’006 |
|
Alexey Moskov |
|
2’217 |
|
3’786 |
|
6’003 |
|
David Metzger |
|
600 |
|
2’808 |
|
3’408 |
|
Hanne Birgitte Breinbjerg Sørensen |
|
7’273 |
|
3’786 |
|
11’059 |
|
Markus Kammüller |
|
0 |
|
1’608 |
|
1’608 |
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 |
|
0 |
|
2’232 |
|
2’232 |
|
Matthias Bichsel |
|
9’976 |
|
5’038 |
|
15’014 |
|
Mikhail Lifshitz |
|
6’182 |
|
4’410 |
|
10’592 |
|
David Metzger |
|
0 |
|
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 |