Compensation of the Board of Directors for 2024
Overview
In 2024, the Board of Directors received total compensation of kCHF 2’349 (up from kCHF 2’283 in the previous year). This included kCHF 1’302 in cash fees (previous year: kCHF 1’231), kCHF 780 in RSUs (same as previous year) and kCHF 267 in social security contributions (previous year: kCHF 272).
The total Board compensation paid in 2024 was 3% higher than in 2023, mainly due to aligning compensation for committee membership. The aggregate Board compensation was below the maximum amount approved at the AGM 2024.
The portion of compensation delivered in RSUs ranged between 74% and 139% of the cash compensation for Board members. The RSUs have a staged three-year vesting period.
Compensation of the Board of Directors
|
|
|
2024 |
||||||
|
thousands of CHF |
|
Cash fees 1) |
|
Restricted share unit (RSUs) plan 2) |
|
Social security contributions 3) |
|
Total |
|
Board of Directors |
|
1’302 |
|
780 |
|
267 |
|
2’349 |
|
Suzanne Thoma, Chair of the Board of Directors, Chair of the Strategy & Sustainability Committee and Member of the Nomination Committee |
|
420 |
|
- |
|
53 |
|
472 |
|
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 |
|
190 |
|
155 |
|
44 |
|
389 |
|
Alexey Moskov, Member of the Remuneration Committee |
|
90 |
|
125 |
|
28 |
|
243 |
|
David Metzger, Member of the Audit Committee and Member of the Strategy & Sustainability Committee |
|
140 |
|
125 |
|
34 |
|
299 |
|
Per Utnegaard, Chair of Nomination Committee and Member of Strategy & Sustainability Committee |
|
136 |
|
125 |
|
34 |
|
295 |
|
Hariolf Kottmann, Chair of the Remuneration Committee, Member of Strategy & Sustainability Committee and Member of the Governance Committee |
|
156 |
|
125 |
|
36 |
|
318 |
|
Prisca Havranek-Kosicek, Chair of the Audit Committee, Member of Nomination Committee and Member of the Governance Committee |
|
170 |
|
125 |
|
38 |
|
333 |
1) Disclosed gross.
2) RSU awards granted in 2024 had a fair value of CHF 112.58 at grant date. The amount represents the full fair value of grants made in 2024.
3) 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.
|
|
|
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 77.05 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.
At the 2023 and 2024 AGMs, 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 paid or to be paid for the two periods of office and the maximum amounts approved by the shareholders.
|
Maximum aggregate for the period from AGM to AGM |
||||||
|
thousands of CHF |
|
Total compensation earned for the period from AGM to AGM |
|
Amount approved by shareholders at respective AGM |
|
Ratio between compensation earned for the period from AGM to AGM versus amount approved by shareholders |
|
AGM 2024–AGM 2025 |
|
2024 AGM to 2025 AGM |
|
2024 AGM |
|
2024 AGM |
|
Board (total) |
|
2’357 |
|
2’984 |
|
79.0% |
|
AGM 2023–AGM 2024 |
|
2023 AGM to 2024 AGM |
|
2023 AGM |
|
2023 AGM |
|
Board (total) |
|
2’339 |
|
2’984 |
|
78.4% |
Note: The table format has changed in line with market practice to simplify the overview of compensation earned with what has been approved.
As of December 31, 2024, and December 31, 2023, no outstanding loans or credits were granted to current or former Board members or related parties.
In both 2024 and 2023, no compensation was granted to former Board members or related parties.
Shareholdings of the members of the Board of Directors
As of the end of 2024 and 2023, the members of the Board of Directors held the following shares, share-based instruments or options in the company:
Shareholdings at December 31, 2024
|
|
|
2024 |
||||
|
|
|
Sulzer shares 1) |
|
Restricted share units (RSU) |
|
Total share awards and shares |
|
Board of Directors |
|
15’866 |
|
16’373 |
|
27’865 |
|
Suzanne Thoma |
|
4’374 |
|
1’071 |
|
1’071 |
|
Markus Kammüller |
|
1’743 |
|
3’255 |
|
4’998 |
|
Alexey Moskov |
|
3’791 |
|
2’731 |
|
6’522 |
|
David Metzger |
|
3’413 |
|
2’731 |
|
6’144 |
|
Per Utnegaard |
|
1’375 |
|
2’195 |
|
3’570 |
|
Hariolf Kottmann |
|
1’170 |
|
2’195 |
|
3’365 |
|
Prisca Havranek-Kosicek |
|
- |
|
2’195 |
|
2’195 |
1) Total shares in all individual accounts, collected through the Corporate Governance Questionnaire.
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.