The Board of Directors compensation consists of a fixed compensation in cash and in the form of a fixed number of shares as shown in Section 2.1 above.
In 2024, the Board of Directors consisted of eight Members. The Members of the Board of Directors received TCHF 915 as fixed compensation in cash for the financial year under review (previous year: TCHF 869). A long-term oriented compensation in form of a fixed number of shares amounting to TCHF 650/8 000 shares (previous year: TCHF 582/7 600 shares) was also awarded. Details are provided in the table below. No compensation was paid to former Members of the Board of Directors.
Total compensation for Members of the Board of Directors for the reporting year amounted to TCHF 1 565 (previous year: TCHF 1 451).
(BoD) | Cash-based compensation1) | Share-based compensation2) | Total compensation | Number of allotted shares | ||||||||||||||
TCHF | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||
Urs Kaufmann a) | Chairman | 287 | 287 | 166 | 157 | 453 | 444 | 2 000 | 2 000 | |||||||||
Beat Kälin b) | Deputy Chairman | 114 | 114 | 100 | 95 | 214 | 209 | 1 200 | 1 200 | |||||||||
Marina Bill c) | Member (as of AGM 2023) | 91 | 68 | 66 | 46 | 157 | 114 | 800 | 600 | |||||||||
Monika Bütler d) | Member | 91 | 91 | 66 | 63 | 157 | 154 | 800 | 800 | |||||||||
Kerstin Günther e) | Member (as of AGM 2023) | 91 | 68 | 66 | 46 | 157 | 114 | 800 | 600 | |||||||||
Rolf Seiffert | Member | 70 | 70 | 60 | 56 | 130 | 126 | 800 | 800 | |||||||||
Franz Studer f) g) | Member | 80 | 80 | 60 | 56 | 140 | 136 | 800 | 800 | |||||||||
Jörg Walther h) | Member | 91 | 91 | 66 | 63 | 157 | 154 | 800 | 800 | |||||||||
Total | 915 | 869 | 650 | 582 | 1 565 | 1 451 | 8 000 | 7 600 | ||||||||||
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 including social security contributions (if applicable). A maximum fixed compensation has been approved in previous Annual General Meetings.
2)Share-based compensation is calculated at a share price of CHF 75.50 (for the part of the allocation approved by the Annual General Meeting 2024) (previous year: CHF 78.30) and at CHF 74.20 (as of year-end 2024) (previous year CHF 68.00) 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
b)Deputy Chairman and NCC Member
c)NCC Member (as of AGM 2023)
d)NCC Chairwoman
e)AC Member (as of AGM 2023)
f)AC Member
g)Dr. Franz Studer is the Managing 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
h)AC Chairman
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.
In accordance with Article 734d of the Swiss Code of Obligations (OR), shareholdings in the company by Members of Board of Directors are as follows:
(Number of shares at 31 December 2024) | Own shares | Shares of close family members | Total shares | Of which non-restricted shares | Of which restricted shares2) | Total share of votes3) | ||||||||
Urs Kaufmann | Chairman | 95 200 | 400 | 95 600 | 60 600 | 35 000 | 0.52% | |||||||
Beat Kälin | Deputy Chairman | 28 100 | - | 28 100 | 18 500 | 9 600 | 0.15% | |||||||
Monika Bütler | Member | 8 400 | - | 8 400 | 6 000 | 2 400 | < 0.10% | |||||||
Rolf Seiffert | Member | 15 833 | - | 15 833 | 13 433 | 2 400 | < 0.10% | |||||||
Jörg Walther | Member | 8 400 | - | 8 400 | 3 600 | 4 800 | < 0.10% | |||||||
Franz Studer 1) | Member | - | - | - | - | - | - | |||||||
Marina Bill | Member | 800 | - | 800 | - | 800 | < 0.10% | |||||||
Kerstin Günther | Member | 800 | - | 800 | - | 800 | < 0.10% | |||||||
Total shareholdings BoD 2024 | 157 533 | 400 | 157 933 | 102 133 | 55 800 | 0.86% | ||||||||
(Number of shares at 31 December 2023) | Own shares | Shares of close family members | Total shares | Of which non-restricted shares | Of which restricted shares2) | Total share of votes3) | ||||||||
Urs Kaufmann | Chairman | 93 200 | 400 | 93 600 | 56 600 | 37 000 | 0.51% | |||||||
Beat Kälin | Deputy Chairman | 26 900 | - | 26 900 | 18 500 | 8 400 | 0.15% | |||||||
Monika Bütler | Member | 7 600 | - | 7 600 | 4 800 | 2 800 | < 0.10% | |||||||
Rolf Seiffert | Member | 15 033 | - | 15 033 | 12 233 | 2 800 | < 0.10% | |||||||
Jörg Walther | Member | 7 600 | - | 7 600 | 2 400 | 5 200 | < 0.10% | |||||||
Franz Studer 1) | Member | - | - | - | - | - | - | |||||||
Marina Bill | Member | - | - | - | - | - | - | |||||||
Kerstin Günther | Member | - | - | - | - | - | - | |||||||
Total shareholdings BoD 2023 | 150 333 | 400 | 150 733 | 94 533 | 56 200 | 0.82% | ||||||||
1)The figures stated do not include the participation of EGS Beteiligungen AG, where F. Studer is the Managing Director.
2)Shares with remaining lock-in periods of up to ten years
3)Shares in % of shares entitled to a dividend
The Board of Directors determined the achievement level respectively the payout factor for the variable compensation of the Executive Group Management for financial year 2024 in its February 2025 meeting. The assessment was based on the criteria as defined under chapter 3, section b) above.
Achievement level for the Cash Bonus 2024
To determine the achievement level of the Group Financial Targets for the Cash Bonus 2024, the values are neutralised for currency, copper and Merger and Acquisition (M&A) effects. After these corrections the Group achieved the following values: Net sales of MCHF 887, EBIT margin of 9.8 % and net working capital (NWC) of 34.1 %. This represents an achievement level as per table below.
2024 | 2023 | |||
Net sales | +/- | -- | ||
EBIT | +/- | -- | ||
NWC | +/- | -- |
*(++) objective exceeded: 150 % (+/-) objective achieved: 100 % (--) objective partially achieved: 50 % (0) objective not achieved: 0 %
The achievement level of the Individual Targets (including the individual ESG targets) and the individual Leadership Factor relevant for the variable Cash Bonus in 2024 ranges from 83 % to 104 % (previous year: 54 % to 86 %).
2024 | 2023 | |||
Market environment | ++ | +/- | ||
Strategy implementation | - | +/- | ||
Financial situation | +/- | +/- | ||
Multiple* | 1.25 | 1.00 |
*Calculation: ++ = 150 %, + = 125 %, +/- = 100 %, - = 75 %, -- = 50 %, --- = 25 %, 0 = 0 % The achievement level in the table above corresponds to the performance against the Group long-term objectives. Due to the consideration of a few individual aspects within the KPIs, there may be variances between the different Members of the Executive Group Management.
Based on the above assessment, that emphasizes the good performance in a difficult market environment and compared to other market players within the last years, the multiple (payout factor) for the LTI evaluation 2024 was set at 1.25 for all Members of the Executive Group Management.
The Executive Group Management Members received a fixed compensation in cash of TCHF 2 588 for the year under review (previous year: TCHF 2 559). Subject to approval by the Annual General Meeting, Executive Group Management will be awarded based on the target achievement level for the financial year 2024 a variable compensation of TCHF 2 001 (previous year: TCHF 1 467). This comprises a Cash Bonus and a share-based compensation (LTI). Details are provided in the table below.
No compensation was paid to former Executive Group Management Members.
Total compensation for the Executive Group Management for the year under review was TCHF 4 589 (previous year: TCHF 4 026). In 2024, the total compensation overall increased by 14.0 %. In order to compare total compensation for the Executive Group Management of the reporting period with 2024, one has to consider:
Highest individual compensation1) | Total Executive Group Management2) | |||||||
TCHF | 2024 | 2023 | 2024 | 2023 | ||||
Basic salary 3) | 567 | 558 | 2 031 | 2 011 | ||||
Contributions to social security and pension funds on fixed compensation | 164 | 161 | 557 | 548 | ||||
Total fixed compensation | 731 | 719 | 2 588 | 2 559 | ||||
Variable compensation in cash | 280 | 212 | 781 | 573 | ||||
Share-based compensation 4) | 371 | 272 | 1 094 | 802 | ||||
Contributions to social security on variable compensation | 50 | 37 | 126 | 92 | ||||
Total variable compensation | 701 | 521 | 2 001 | 1 467 | ||||
Total compensation | 1 432 | 1 240 | 4 589 | 4 026 | ||||
Number of allotted shares | 5 000 | 4 000 | 14 750 | 11 800 | ||||
1)Urs Ryffel, CEO
2)The Executive Group Management consists of six Members
3)Including allowances
4)Based on the year-end share price of CHF 74.20 (previous year: CHF 68.00). 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.
In accordance with Article 734d of the Swiss Code of Obligations (OR), shareholdings in the company by Members of Executive Group Management are as follows:
(Number of shares at 31 December 2024) | Own shares | Shares of close family members | Total shares | Of which non-restricted shares | Of which restricted shares 1) | Total share of votes 2) | ||||||||
Urs Ryffel | CEO | 47 100 | - | 47 100 | 34 100 | 13 000 | 0.26% | |||||||
Reto Bolt | Member | 17 280 | - | 17 280 | 3 680 | 13 600 | < 0.10% | |||||||
Drew Nixon | Member | 15 530 | - | 15 530 | 10 330 | 5 200 | < 0.10% | |||||||
Patricia Stolz | Member | 9 520 | - | 9 520 | 4 970 | 4 550 | < 0.10% | |||||||
Jürgen Walter | Member | 3 600 | - | 3 600 | – | 3 600 | < 0.10% | |||||||
Ivo Wechsler | Member | 18 800 | - | 18 800 | 9 600 | 9 200 | 0.10% | |||||||
Total shareholdings EGM 2024 | 111 830 | – | 111 830 | 62 680 | 49 150 | 0.61% | ||||||||
(Number of shares at 31 December 2023) | Own shares | Shares of close family members | Total shares | Of which non-restricted shares | Of which restricted shares 1) | Total share of votes 2) | ||||||||
Urs Ryffel | CEO | 43 100 | - | 43 100 | 29 100 | 14 000 | 0.23% | |||||||
Reto Bolt | Member | 15 680 | - | 15 680 | 3 680 | 12 000 | < 0.10% | |||||||
Drew Nixon | Member | 13 930 | - | 13 930 | 8 330 | 5 600 | < 0.10% | |||||||
Patricia Stolz | Member | 8 120 | - | 8 120 | 3 220 | 4 900 | < 0.10% | |||||||
Jürgen Walter | Member | 2 000 | - | 2 000 | – | 2 000 | < 0.10% | |||||||
Ivo Wechsler | Member | 19 200 | - | 19 200 | 10 000 | 9 200 | 0.10% | |||||||
Total shareholdings EGM 2023 | 102 030 | – | 102 030 | 54 330 | 47 700 | 0.55% | ||||||||
1)Shares with remaining lock-in periods of up to ten years
2)Shares in % of shares entitled to a dividend