After the Board of Directors reduced its share-based compensation at the last Annual General Meeting (March 31, 2021), it is based on a fixed number of shares: 2000 shares for the Chairman, 1200 shares for the Deputy Chairman and 800 shares for the remaining Members of the Board. Before the last Annual General Meeting the share-based compensation was based on a fixed number of shares: 3000 shares for the Chairman, 2000 shares for the Deputy Chairman and 1200 shares for the remaining Members of the Board.
The Members of the Board of Directors received KCHF 693 in fixed compensation for the year under review (previous year: KCHF 600). Share-based compensation amounting to KCHF 648 (previous year KCHF 729) was also awarded. This amount is based on the market value of a total of 7250 shares (previous year: 10 100 shares) divided into 2450 shares (previous year: 2750 shares) at a share price of CHF 73.20 from 1 April 2021 (previous year: CHF 56.90) for the period from 1 January to 31 March 2021 and 4800 shares (previous year: 7350 shares) at a share price of CHF 87.00 from 31 December 2021 (previous year: CHF 69.90) for the period from 1 April 2021 to 31 December 2021. No compensation was paid to former Board members.
Total compensation for members of the Board of Directors for the reporting year amounted to KCHF 1341 (previous year: KCHF 1329).
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(BoD) |
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Fixed compensation 1) |
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Share-based compensation 2) |
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Total compensation |
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Number of allotted shares |
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2021 |
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2020 |
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2021 |
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2020 |
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2021 |
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2020 |
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2021 |
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2020 |
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U. Kaufmann a) |
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Chairman |
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288 |
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277 |
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207 |
|
223 |
|
495 |
|
499 |
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2 250 |
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3 000 |
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B. Kälin b) |
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Deputy Chairman |
|
107 |
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86 |
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128 |
|
149 |
|
235 |
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234 |
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1 400 |
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2 000 |
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M. Bütler c) |
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Member |
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84 |
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64 |
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83 |
|
89 |
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167 |
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153 |
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900 |
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1 200 |
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G. Müller |
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Member (until AGM 2020) |
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– |
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14 |
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– |
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19 |
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– |
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33 |
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– |
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300 |
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R. Seiffert |
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Member |
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65 |
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48 |
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74 |
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80 |
|
139 |
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128 |
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900 |
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1 200 |
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F. Studer d) |
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Member |
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65 |
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48 |
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74 |
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80 |
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139 |
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128 |
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900 |
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1 200 |
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J. Walther e) |
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Member |
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84 |
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64 |
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83 |
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89 |
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167 |
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153 |
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900 |
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1 200 |
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Total |
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693 |
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600 |
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648 |
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729 |
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1 341 |
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1 329 |
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7 250 |
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10 100 |
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1) The Chairman receives a fixed contractual amount including social security/accident insurance scheme/pension fund contributions. All other members receive a basic remuneration, extra post allowance (if applicable) including social security contributions and a lump sum expense allowance. A maximum fixed compensation has been approved in previous Annual General Meetings.
2) Share-based compensation is calculated at a share price of CHF 73.20 (for the part of the allocation approved by the Annual General Meeting 2021) (previous year: CHF 56.90) and at CHF 87.00 (as of year-end 2021) (previous year CHF 69.90) for the outstanding amount including social security. Outstanding shares are transferred in the following financial year, subject to approval by the Annual General Meeting.
a) Chairman and NCC member
b) Deputy Chairman and NCC Chairman
c) AC Committee Chair
d) Dr. Franz Studer is a member of the executive committee and investment Director of EGS Beteiligungen AG, a significant shareholder of HUBER+SUHNER AG. His compensation, including cash payments and allocations of shares is made directly to his employer EGS Beteiligungen AG
e) AC member
No loans have been granted to current or former Board members. In addition, no compensation, loans or credit have been granted to related parties of the Board of Directors.
An overview of the shareholdings of members of the Board of Directors at HUBER+SUHNER AG can be found in note 7 of the 2021 Financial Report.
In addition to serving on the Board of Directors of HUBER+SUHNER the members hold the following significant mandates:
Urs Kaufmann
Chairman of the Board of Directors of Schaffner Holding AG, Luterbach. Member of the Board of Directors of SFS Group AG, Heerbrugg; Vetropack Holding AG, Bülach as well as Müller Martini Holding AG, Hergiswil. Executive committee member of Swissmem and the Swiss Employers’ Association.
Dr. Beat Kälin
Chairman of the Board of Directors of Komax Group, Dierikon, Chairman of the Board of Directors of Sevensense Robotics AG, Zurich and member of the Board of Directors of CabTec Holding AG, Rotkreuz.
Prof. Dr. Monika Bütler
Member of the Board of Directors of Schindler Holding Ltd., Hergiswil and ACImmune, Lausanne. Member of the Bank Council of the Swiss National Bank, Zurich (until April 2022). Vice President of the Foundation Board, Gebert Rüf Stiftung, Zurich.
Rolf Seiffert
None.
Dr. Franz Studer
Chairman of the Board of Directors of Kantonsspital Winterthur, Winterthur; FAES AG, Wollerau as well as Roth Gerüste AG, Gerlafingen. Member of the Board of Directors of Sensirion AG, Stäfa.
Jörg Walther
Chairman of the Board of Directors of Proderma AG, Schötz. Vice-Chairman of the Board of Directors of Zehnder Group AG, Gränichen and AEW Energie AG, Aarau. Member of the Board of Directors of SFS Group AG, Heerbrugg; Kraftwerk Augst AG, Augst; Immobilien AEW AG, Aarau as well as swissVR, Rotkreuz.
The Executive Group Management members received fixed compensation of TCHF 2219 for the year under review (previous year: TCHF 2988). Subject to approval by the Annual General Meeting, Executive Group Management was awarded variable compensation of TCHF 2154 (previous year: TCHF 2081). This comprises a cash bonus and a share based compensation. The factors for the variable cash component which is determined individually and depends on the achievement of the Group’s financial targets and the individual objectives, range from 112 to 132 %. The share-based compensation at the market value of the shares amounts to 13 150 shares (previous year: 18 250 shares) at a share price of CHF 87.00 on 31 December 2021 (previous year: CHF 69.90). The Board of Directors determined the share factor for 2021 in its February 2022 meeting. The assessment was based on the criteria as defined under chapter 3, section b) of this document. The Board of Directors assesses the market environment in 2021 as very favorable yet challenging and demanding with regard to supply chain management and material price inflation. The implementation of the strategy is considered to be very well on track. At the level of individual initiatives, the Executive Group Management succeeded in exceeding its targets with a few exceptions. The Board of Directors considers the company’s financial basis at the end of the reporting period to be very solid and the future perspective as promising. A positive aspect is that the company generated again an attractive cash flow. Based on the above assessment, the share factor was set at 1.25. No compensation was paid to former Executive Group Management members.
Total compensation for the Executive Group Management for the year under review was TCHF 4373 (previous year: TCHF 5069 ). In 2021 the total compensation overall decreased by 13.7 %. In order to compare total compensation for the Executive Group Management of the reporting period with 2020, one has to consider:
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Highest individual compensation 1) |
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Total Executive Group Management 2) |
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2021 |
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2020 |
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2021 |
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2020 |
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|
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Basic salary 3) |
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540 |
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513 |
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1 743 |
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2 347 |
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Contributions to social security and pension funds on fixed compensation |
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154 |
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156 |
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476 |
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641 |
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Total fixed compensation |
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694 |
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669 |
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2 219 |
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2 988 |
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Variable compensation |
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352 |
|
159 |
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866 |
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654 |
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Share-based compensation 4) |
|
435 |
|
350 |
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1 144 |
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1 276 |
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Contributions to social security on variable compensation |
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66 |
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45 |
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144 |
|
151 |
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Total variable compensation |
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853 |
|
554 |
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2 154 |
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2 081 |
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Total compensation |
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1 547 |
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1 223 |
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4 373 |
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5 069 |
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Number of allotted shares |
|
5 000 |
|
5 000 |
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13 150 |
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18 250 |
1) U. Ryffel, CEO
2) The Executive Group Management consists of 6 members in 2021 (Jürgen Walter as of 1.10.2021) and 8 members in 2020.
3) Including allowances
4) Based on the year-end share price of CHF 87.00 (previous year: CHF 69.90). Shares are transferred in the following financial year, subject to approval by the Annual General Meeting.
No loans or credits have been granted to current or former Executive Group Management members. In addition, no compensation or loans have been granted to related parties of the Executive Group Management.
An overview of the shareholdings of members of Executive Group Management at HUBER+SUHNER AG can be found in note 7.
In addition to serving on the Executive Group Management of HUBER+SUHNER the members hold the following significant mandates:
Urs Ryffel
Member of the Board of Directors of Bergbahnen Scuol AG, Scuol.
Reto Bolt
None.
Drew Nixon
None.
Patricia Stolz
None.
Jürgen Walter (as of 1.10.2021)
None.
Ivo Wechsler
Member of the Board of Directors at Zehnder Group AG, Gränichen.