The Board of Directors share-based compensation 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.
The Members of the Board of Directors received KCHF 731 in fixed compensation for the year under review (previous year: KCHF 693). Share-based compensation amounting to KCHF 611 (previous year KCHF 648) was also awarded. This amount is based on the market value of a total of 6400 shares (previous year: 7250 shares) divided into 1600 shares (previous year: 2450 shares) at a share price of CHF 92.50 from 1 April 2022 (previous year: CHF 73.20) for the period from 1 January to 31 March 2022 and 4800 shares (previous year: 4800 shares) at a share price of CHF 86.30 from 31 December 2022 (previous year: CHF 87.00) for the period from 1 April 2022 to 31 December 2022. No compensation was paid to former Board members.
Total compensation for members of the Board of Directors for the reporting year amounted to KCHF 1342 (previous year: KCHF 1341).
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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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KCHF |
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2022 |
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2021 |
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2022 |
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2021 |
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2022 |
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2021 |
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2022 |
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2021 |
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Urs Kaufmann a) |
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Chairman |
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288 |
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288 |
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196 |
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207 |
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484 |
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495 |
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2 000 |
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2 250 |
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Beat Kälin b) |
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Deputy Chairman |
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114 |
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107 |
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118 |
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128 |
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232 |
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235 |
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1 200 |
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1 400 |
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Monika Bütler c) |
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Member |
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91 |
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84 |
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78 |
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83 |
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169 |
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167 |
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800 |
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900 |
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Rolf Seiffert |
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Member |
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70 |
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65 |
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70 |
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74 |
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140 |
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139 |
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800 |
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900 |
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Franz Studer d) e) |
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Member |
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78 |
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65 |
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70 |
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74 |
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148 |
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139 |
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800 |
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900 |
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Jörg Walther f) |
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Member |
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91 |
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84 |
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78 |
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83 |
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169 |
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167 |
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800 |
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900 |
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Total |
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731 |
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693 |
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611 |
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648 |
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1 342 |
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1 341 |
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6 400 |
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7 250 |
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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 and an extra post allowance (if applicable) including social security contributions. A maximum fixed compensation has been approved in previous Annual General Meetings.
2) Share-based compensation is calculated at a share price of CHF 92.50 (for the part of the allocation approved by the Annual General Meeting 2022) (previous year: CHF 73.20) and at CHF 86.30 (as of year-end 2022) (previous year CHF 87.00) 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 (until AGM 2022)
b) Deputy Chairman and NCC Chairman (until AGM 2022), NCC member (as of AGM 2022)
c) AC Chairwoman (until AGM 2022) and NCC Chairwoman (as of AGM 2022)
d) AC member (as of AGM 2022)
e) 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
f) AC member (until AGM 2022) and AC Chairman (as of AGM 2022)
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 2022 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 (until 10 January 2023). 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 and Sevensense Robotics AG, Zurich. 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; Swiss Life Holding, Zurich as well as AC Immune, Lausanne. 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
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 2550 for the year under review (previous year: TCHF 2219). Subject to approval by the Annual General Meeting, Executive Group Management was awarded variable compensation of TCHF 2055 (previous year: TCHF 2154). 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 105 to 129 %.
The share-based compensation at the market value of the shares amounts to 11 800 shares (previous year: 13 150 shares) at a share price of CHF 86.30 on 31 December 2022 (previous year: CHF 87.00). The Board of Directors determined the share factor for 2022 in its March 2023 meeting. The assessment was based on the criteria as defined under chapter 3, section b) of this document.
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2022 |
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2021 |
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Market environment |
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+ |
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+ |
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Strategy implementation |
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0 |
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++ |
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Financial situation |
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0 |
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0 |
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Sharefactor* |
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1.00 |
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1.25 |
Based on the above assessment, the share factor was set at 1.00. No compensation was paid to former Executive Group Management members.
Total compensation for the Executive Group Management for the year under review was TCHF 4605 (previous year: TCHF 4373 ). In 2022 the total compensation overall increased by 5.3 %. In order to compare total compensation for the Executive Group Management of the reporting period with 2021, 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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2022 |
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2021 |
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2022 |
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2021 |
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Basic salary 3) |
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550 |
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540 |
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2 001 |
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1 743 |
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Contributions to social security and pension funds on fixed compensation |
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161 |
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154 |
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549 |
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476 |
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Total fixed compensation |
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711 |
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694 |
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2 550 |
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2 219 |
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Variable compensation |
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324 |
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352 |
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911 |
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866 |
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Share-based compensation 4) |
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345 |
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435 |
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1 018 |
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1 144 |
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Contributions to social security on variable compensation |
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50 |
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66 |
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126 |
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144 |
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Total variable compensation |
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719 |
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853 |
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2 055 |
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2 154 |
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Total compensation |
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1 430 |
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1 547 |
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4 605 |
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4 373 |
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Number of allotted shares |
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4 000 |
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5 000 |
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11 800 |
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13 150 |
1) Urs Ryffel, CEO
2) The Executive Group Management consists of 6 members
3) Including allowances
4) Based on the year-end share price of CHF 86.30 (previous year: CHF 87.00). 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
Member of the Board of Directors of Mosmatic AG and Midas AG, Neckertal (from 1 January 2023).
Drew Nixon
None.
Patricia Stolz
None.
Jürgen Walter
None.
Ivo Wechsler
Member of the Board of Directors of Zehnder Group AG, Gränichen.