Compensation of the Board of Directors for 2023

Compensation of the Board of Directors: overview

In 2023, the Board of Directors received total compensation in the amount of kCHF 2’283 (previous year: kCHF 2’340). Of this total, kCHF 1’231 was in the form of cash fees (previous year: kCHF 1’152); kCHF 780 was in RSUs (previous year: kCHF 905) and kCHF 272 was in the form of social security contributions (previous year: kCHF 283).

The total Board compensation paid in 2023 was 2.4% lower than in 2022. This is mainly driven by the Chairwomen not receiving RSUs due to her dual role. The aggregate Board compensation was below the maximum aggregate compensation for the Board, which was approved at the AGM 2023.

The portion of compensation delivered in RSUs ranged between 89% and 139% of the cash compensation of the members of the Board of Directors. The RSUs are subject to a staged three-year vesting period. 

Compensation of the Board of Directors

 

 

2023

thousands of CHF

 

Cash fees 3)

 

Restricted share unit (RSUs) plan 4)

 

Social security contributions 5)

 

Total

Board of Directors

 

1’231

 

780

 

272

 

2’283

Suzanne Thoma, Chair of the Board of Directors, Chair of the Strategy & Sustainability Committee and Member of the Nomination Committee

 

420

 

-

 

55

 

475

Markus Kammüller, Lead Independent Director, Vice-Chair of the Board of Directors, Chair of the Governance Committee, Member of the Remuneration Committee and Member of the Audit Committee

 

174

 

155

 

44

 

373

Alexey Moskov, Member of the Remuneration Committee

 

90

 

125

 

30

 

245

David Metzger, Member of the Audit Committee and Member of the Strategy & Sustainability Committee

 

140

 

125

 

37

 

302

Per Utnegaard, Chair of Nomination Committee and Member of Strategy & Sustainability Committee 1)

 

94

 

125

 

30

 

249

Hariolf Kottmann, Chair of the Remuneration Committee, Member of Strategy & Sustainability Committee and Member of the Governance Committee 1)

 

109

 

125

 

32

 

266

Prisca Havranek-Kosicek, Chair of the Audit Committee, Member of Nomination Committee and Member of the Governance Committee 1)

 

128

 

125

 

34

 

287

Hanne Birgitte Breinbjerg Sørensen 2)

 

42

 

-

 

6

 

48

Matthias Bichsel 2)

 

34

 

-

 

4

 

38

1) Member of the Board of Directors since AGM 2023.

2) Member of the Board of Directors until AGM 2023.

3) Disclosed gross.

4) RSU awards granted in 2023 had a fair value of CHF 77.0509 at grant date. The amount represents the full fair value of grants made in 2023. Suzanne Thoma will not receive RSUs while participating in the 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.

 

 

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, Chair

 

358

 

250

 

84

 

692

Matthias Bichsel, Vice-Chair

 

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 Chair 2)

 

105

 

-

 

15

 

120

Gerhard Roiss 2)

 

41

 

-

 

5

 

46

Mikhail Lifshitz 2)

 

26

 

-

 

4

 

30

1) Member of the Board of Directors since AGM 2022.

2) Member of the Board of Directors until AGM 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.

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 2023 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 2023–AGM 2024

 

2023

 

Jan 1, 2023 to 2023 AGM

 

Jan 1, 2024 to 2024 AGM

 

2023 AGM to 2024 AGM

 

2023 AGM

 

2023 AGM

Board (total)

 

2’283

 

307

 

363

 

2’339

 

2’984

 

78.4%

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%

As of December 31, 2023, 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 2023 and 2022, respectively, no compensation was granted to former members of the Board of Directors or related parties.

Shareholdings of the members of the Board of Directors

As of the end of 2023 and 2022, the members of the Board of Directors held the following shares, share-based instruments or options in the company:

Shareholdings at December 31, 2023

 

 

2023

 

 

Sulzer shares 1)

 

Restricted share units (RSU)

 

Total share awards and shares

Board of Directors

 

9’320

 

17’430

 

26’750

Suzanne Thoma

 

2’559

 

2’886

 

5’445

Markus Kammüller

 

536

 

3’085

 

3’621

Alexey Moskov 2)

 

2’114

 

3’295

 

5’409

David Metzger

 

1’736

 

3’295

 

5’031

Per Utnegaard

 

1’375

 

1’623

 

2’998

Hariolf Kottmann

 

1’000

 

1’623

 

2’623

Prisca Havranek-Kosicek

 

-

 

1’623

 

1’623

1) Total shares in all individual accounts, collected through the Corporate Governance Questionnaire.

2) In addition, as collected through the Corporate Governance Questionnaire, Mr. Moskov’s related parties own 2’217 Sulzer shares.

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

 

-

 

1’608

 

1’608

No member of the Board of Directors held any options.