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.