Compensation of the Executive Committee for 2024
Compensation of the Executive Committee: overview
As part of the regular review of the Executive Committee’s compensation, the compensation levels for all members of the Executive Committee were increased slightly in 2024 to ensure competitiveness of the compensation.
Our excellent performance in 2023, coupled with our ambition for growth and excellence through our Sulzer 2028 strategy, required the Executive Committee to be compensated in a way that both rewards and stimulates growth and value creation for the shareholders. This included reflecting on growing roles and responsibilities and individual performance as well as evolving market trends, consistent with company performance.
In 2024, the Executive Committee received a total compensation of kCHF 12’548 (down from kCHF 13’808 the previous year). This included kCHF 7’086 in base salary and bonus (previous year: kCHF 8’599), kCHF 3’850 in PSUs (previous year: kCHF 3’231), kCHF 1’591 in pension and social security contributions (previous year: kCHF 1’892), and kCHF 21 in other payments (previous year: kCHF 86).
Compensation of the Executive Committee
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2024 |
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Cash compensation |
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Deferred compensation based on future performance |
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thousands of CHF |
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Base salary |
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Bonus 1) |
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Other 2) |
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Pension and social security contribu- tions 3) |
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Total cash-based compensation |
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Estimated value of share-based grant under the performance share plan (PSP) 4) |
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Total (incl. conditional share-based grant) |
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Highest single compensation, Suzanne Thoma, CEO |
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1’050 |
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1’566 |
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- |
|
427 |
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3’043 |
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1’318 |
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4’361 |
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Total Executive Committee |
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3’405 |
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3’681 |
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21 |
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1’591 |
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8’698 |
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3’850 |
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12’548 |
1) Expected bonus for the performance year 2024, to be paid out in the following year (accrual principle).
2) Other consists of tax services and relocation costs.
3) Includes the employer contribution to social security (including the expected employer contributions on equity awards), based on the fair value of all grants made in 2024 (PSP).
4) Represents the full fair value of the PSUs granted under the PSP in 2024. PSUs granted in 2024 had a fair value of CHF 125.65 at grant date, based on a third-party fair value calculation. While the share price to convert the grant value into a number of granted PSUs is based on the three-month weighted average share price before the grant date (CHF 95.33 per PSU for 2024 grants), the disclosed fair values are calculated on the grant dates by using market value approaches, which typically leads to differences between the original grant value according to the compensation architecture and the disclosed fair market values.
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2023 |
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Cash compensation |
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Deferred compensation based on future performance |
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thousands of CHF |
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Base salary |
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Bonus 2) |
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Other 3) |
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Pension and social security contribu- tions 4) |
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Total cash-based compensation |
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Estimated value of share-based grant under the performance share plan (PSP) 5) |
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Total (incl. conditional share-based grant) |
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Highest single compensation, Suzanne Thoma, CEO |
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950 |
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1’314 |
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- |
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395 |
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2’659 |
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1’129 |
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3’788 |
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Total Executive Committee 1) |
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4’201 |
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4’398 |
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86 |
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1’892 |
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10’577 |
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3’231 |
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13’808 |
1) Out of the total sum, kCHF 1’827 was paid to one former member of the Executive Committee, Frédéric Lalanne, former CEO. In 2023, no other payments to former members of the Executive Committee were made.
2) Expected bonus for the performance years 2023, to be paid out in the following year (accrual principle).
3) Other consists of schooling allowances and tax services.
4) Includes the employer contribution to social security (including the expected employer contributions on equity awards), based on the fair value of all grants made in 2023 (PSP).
5) Represents the full fair value of the PSUs granted under the PSP in 2023. PSUs granted in 2023 had a fair value of CHF 88.38 at grant date, based on a third-party fair value calculation. While the share price to convert the grant value into a number of granted PSUs is based on the three-month weighted average share price before the grant date (CHF 78.26 per PSU for April 2023 grants), the disclosed fair values are calculated on the grant dates by using market value approaches, which typically leads to differences between the original grant value according to the compensation architecture and the disclosed fair market values.
The Executive Committee’s total compensation in 2024 decreased by 8% from the previous year, primarily due to discontinued payments to former EC members.
The total compensation of kCHF 12’548 awarded to the Executive Committee members for 2024 is within the maximum aggregate amount of kCHF 16’500 approved by shareholders at the 2023 AGM. No severance payments were issued to Executive Committee members in the current or prior year. Additionally, no compensation was granted to any related parties of the Executive Committee members in either year.
As of December 31, 2024, and December 31, 2023, there were no outstanding loans or credits granted to Executive Committee members, former members or related parties.
Compensaton for the Executive Committee: pay-for-performance assessment
Over the past three years, Sulzer has enhanced its sales, operational profitability and operational net cash flow through the Sulzer 2028 ambition. In 2024, we stretched our targets and were still able to deliver another high-performing year. In line with our pay-for-performance principle, this resulted in a proportionate variable compensation payout.
This pay-for-performance relationship underscores Sulzer’s high-performance orientation and highlights the company’s strong emphasis on aligning the interests of the Executive Committee with those of the shareholders to create long-term shareholder value and profitable growth.
Malus and clawback
The Board of Directors may determine that variable compensation is forfeited in full or in part (malus) or that a vested award will be recovered in full or in part (clawback) in situations of material misstatement of the financial results, an error in assessing a performance condition or in the information or assumptions on which the award was granted or vested, serious reputational damage to the company, gross negligence, or willful misconduct on the part of the participant.
Sulzer may recover in full or in part any variable compensation from Executive Committee members in situations of material misstatement of the financial results, an error in assessing a performance condition or gross misconduct of the participant.
Further information on share-based compensation can be found in note 31 to the consolidated financial statements of Sulzer. In 2024, no malus or clawback were applied.
Shareholding requirements
Shareholding requirements for members of the Executive Committee were introduced with effect from 2020. According to these share ownership guidelines (SOGs), the members of the Executive Committee are obliged to hold part of their shares until the end of their service period. The value of the shares to be held is set at 200% of the annual gross base salary for the CEO and 100% of the annual gross base salary for the other members of the Executive Committee.
Shareholding requirements as a percentage of base salary
Shareholdings of the members of the Executive Committee
As of the end of 2023 and 2024, the members of the Executive Committee held the following shares, share-based instruments or options in the company:
Shareholdings at December 31, 2024
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2024 |
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Sulzer shares |
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Share units under vesting in equity plan |
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Sulzer shares 1) |
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Performance share units (PSU) 2022 |
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Performance share units (PSU) 2023 |
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Performance share units (PSU) 2024 |
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Executive Committee |
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11’171 |
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14’679 |
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33’865 |
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28’437 |
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Suzanne Thoma, CEO |
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4’374 |
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2’120 |
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12’778 |
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10’490 |
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Thomas Zickler, CFO |
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5’697 |
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5’074 |
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5’112 |
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4’196 |
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Haining Auperin, CHRO |
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- |
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1’142 |
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4’217 |
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3’462 |
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Tim Schulten, Division President Chemtech |
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1’100 |
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5’074 |
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5’112 |
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4’196 |
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Jan Lüder, Division President Flow |
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- |
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- |
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5’112 |
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4’196 |
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Ravin Ramsamy, Division President Services |
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- |
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1’269 |
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1’534 |
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1’897 |
1) Total shares in all individual accounts, collected through the Corporate Governance Questionnaire. No related parties own any shares.
Shareholdings at December 31, 2023
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2023 |
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Sulzer shares |
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Share units under vesting in equity plan |
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Sulzer shares 1) |
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Performance share units (PSU) 2021 |
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Performance share units (PSU) 2022 |
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Performance share units (PSU) 2023 |
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Executive Committee |
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11’114 |
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4’264 |
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14’362 |
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36’548 |
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Suzanne Thoma, CEO |
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2’559 |
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- |
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2’120 |
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12’778 |
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Thomas Zickler, CFO |
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3’402 |
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1’212 |
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5’074 |
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5’112 |
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Haining Auperin, CHRO |
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5’153 |
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1’364 |
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1’142 |
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4’217 |
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Tim Schulten, Division President Services |
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- |
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1’212 |
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5’074 |
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5’112 |
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Jan Lüder, Division President Flow Equipment |
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- |
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- |
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- |
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5’112 |
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Uwe Boltersdorf, Division President Chemtech |
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- |
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476 |
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952 |
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4’217 |
1) Total shares in all individual accounts, collected through the Corporate Governance Questionnaire. No related parties own any shares.