Compensation Report
5. Additional information on compensation, guarantees, loans and credits for the business year 2020
5.1 Compensation to the Board of Directors in the business year 2020
In 2020, the members of the Board of Directors received a total compensation of CHF 1.6 million (2019: CHF 1.7 million) in the form of fixed compensation of CHF 0.7 million (2019: CHF 0.8 million), share-based compensation of CHF 0.8 million (2019: CHF 0.8 million) and national insurance contributions of CHF 0.1 million (2019: CHF 0.1 million).
In 2020, the total compensation paid to the Board of Directors was slightly lower than the previous year as a result of the following factors:
- To demonstrate solidarity, waiving of 10% of the fixed compensation between April and September 2020, for the Board of Directors members in office for the 2020/2021 period,
- Reduction in the Board of Directors by two members,
- Higher share price on the grant date in 2021 compared to the previous year.
Compensation for the members of the Board of Directors
PwC Schweiz
PwC Switzerland
|
|
Units 2020 |
Units 2019 |
CHF 1 2020 |
CHF 1 2019 |
|
Hans-Peter Zehnder Chairman of the Board of Directors |
|
|
|
|
|
Fixed cash compensation for Board activity |
|
|
166,250 |
175,000 |
|
Lump sum expense allowances |
|
|
12,000 |
12,000 |
|
Allocated shares for Board activity 2 |
5,071 |
6,046 |
307,092 |
250,585 |
|
Fixed cash compensation for additional services 3 |
|
|
– |
60,000 |
|
Cash compensation as per invoiced hours for additional services 4 |
|
|
– |
20,000 |
|
Employer national insurance contributions |
|
|
27,806 |
63,300 |
|
Other payments |
|
|
12,935 |
12,475 |
|
Total compensation |
|
|
526,083 |
593,360 |
|
|
Units 2020 |
Units 2019 |
CHF 2020 |
CHF 2019 |
|
Thomas Benz Vice Chairman of the Board of Directors and member of the Compensation Committee up to 2 April 2020 |
|
|
|
|
|
Fixed cash compensation for Board activity |
|
|
12,500 |
50,000 |
|
Fixed cash compensation for Compensation Committee activity |
|
|
2,500 |
10,000 |
|
Allocated shares for Board and Compensation Committee activity 2 |
493 |
2,073 |
21,670 |
85,895 |
|
Employer national insurance contributions |
|
|
2,533 |
7,468 |
|
Total compensation |
|
|
39,203 |
153,363 |
|
|
Units 2020 |
Units 2019 |
CHF 1 2020 |
CHF 1 2019 |
|
Jörg Walther Vice Chairman of the Board of Directors since 2 April 2020 and Chairman of the Audit Committee |
|
|
|
|
|
Fixed cash compensation for Board activity |
|
|
45,000 |
40,000 |
|
Fixed cash compensation for Audit Committee activity |
|
|
14,250 |
15,000 |
|
Lump sum expense allowances |
|
|
2,000 |
2,000 |
|
Allocated shares for Board and Audit Committee activity 2 |
1,801 |
1,899 |
110,390 |
78,712 |
|
Cash compensation as per invoiced hours for additional services 5 |
|
|
164,003 |
180,427 |
|
Employer national insurance contributions |
|
|
11,468 |
9,175 |
|
Total compensation |
|
|
347,111 |
325,314 |
|
|
Units 2020 |
Units 2019 |
CHF 2020 |
CHF 2019 |
|
Urs Buchmann Member of the Board of Directors, the Compensation Committee and the Audit Committee |
|
|
|
|
|
Fixed cash compensation for Board activity |
|
|
38,000 |
40,000 |
|
Fixed cash compensation for Compensation Committee activity |
|
|
9,500 |
10,000 |
|
Fixed cash compensation for Audit Committee activity |
|
|
9,500 |
10,000 |
|
Allocated shares for Board, Compensation and Audit Committee activity 2 |
1,737 |
2,072 |
105,148 |
85,853 |
|
Employer national insurance contributions |
|
|
11,238 |
10,009 |
|
Total compensation |
|
|
173,386 |
155,862 |
|
|
Units 2020 |
Units 2019 |
CHF 2020 |
CHF 2019 |
|
Riet Cadonau Member of the Board of Directors and Chairman of the Compensation Committee |
|
|
|
|
|
Fixed cash compensation for Board activity |
|
|
38,000 |
40,000 |
|
Fixed cash compensation for Compensation Committee activity |
|
|
14,250 |
15,000 |
|
Lump sum expense allowances |
|
|
2,000 |
2,000 |
|
Allocated shares for Board and Compensation Committee activity 2 |
1,593 |
1,899 |
96,450 |
78,712 |
|
Employer national insurance contributions |
|
|
10,303 |
9,175 |
|
Total compensation |
|
|
161,003 |
144,887 |
|
|
Units 2020 |
Units 2019 |
CHF 2020 |
CHF 2019 |
|
Daniel Frutig Member of the Board of Directors from 28 March 2019 up to 2 April 2020 |
|
|
|
|
|
Fixed cash compensation for Board activity |
|
|
10,000 |
30,000 |
|
Allocated shares for Board activity 2 |
328 |
985 |
14,443 |
43,329 |
|
Total compensation |
|
|
24,443 |
73,329 |
|
|
Units 2020 |
Units 2019 |
CHF 2020 |
CHF 2019 |
|
Ivo Wechsler Member of the Board of Directors and the Audit Committee since 28 March 2019 |
|
|
|
|
|
Fixed cash compensation for Board activity |
|
|
38,000 |
30,000 |
|
Fixed cash compensation for Audit Committee activity |
|
|
9,500 |
7,500 |
|
Lump sum expense allowances |
|
|
2,000 |
1,500 |
|
Allocated shares for Board activity 2 |
1,448 |
1,231 |
87,650 |
54,153 |
|
Employer national insurance contributions |
|
|
8,892 |
4,866 |
|
Total compensation |
|
|
146,042 |
98,019 |
|
|
Units 2020 |
Units 2019 |
CHF 2020 |
CHF 2019 |
|
Milva Zehnder Member of the Board of Directors and member of the Compensation Committee since 2 April 2020 |
|
|
|
|
|
Fixed cash compensation for Board activity |
|
|
38,000 |
40,000 |
|
Fixed cash compensation for Compensation Committee activity |
|
|
7,000 |
– |
|
Lump sum expense allowances |
|
|
2,000 |
2,000 |
|
Allocated shares for Board activity 2 |
1,366 |
1,382 |
84,042 |
57,255 |
|
Employer national insurance contributions |
|
|
7,493 |
6,673 |
|
Total compensation |
|
|
138,535 |
105,928 |
|
|
Units 2020 |
Units 2019 |
CHF 2020 |
CHF 2019 |
|
Total compensation paid to the members of the Board of Directors in the year of review |
|
|
|
|
|
Fixed cash compensation for Board activity |
|
|
385,750 |
445,000 |
|
Fixed cash compensation for Compensation Committee activity |
|
|
33,250 |
35,000 |
|
Fixed cash compensation for Audit Committee activity |
|
|
33,250 |
32,500 |
|
Lump sum expense allowances |
|
|
20,000 |
19,500 |
|
Allocated shares for Board, Compensation Committee and Audit Committee activity 2 |
13,837 |
17,587 |
826,885 |
734,494 |
|
Fixed cash compensation for additional services |
|
|
– |
60,000 |
|
Cash compensation as per invoiced hours for additional services |
|
|
164,003 |
200,427 |
|
Employer national insurance contributions |
|
|
79,733 |
110,666 |
|
Other payments |
|
|
12,935 |
12,475 |
|
Total compensation |
|
|
1,555,806 |
1,650,062 |
1 The amounts are gross amounts including national insurance contributions of the members of the Board of Directors, with the exception of one member whose national insurance contributions are settled by the employer due to the employment contract in question.
2 The shares are disclosed at the closing price of the shares on the respective grant dates.
3 A one-off payment of CHF 60,000 to the Chairman of the Board of Directors in the reporting year 2019 for the onboarding of the CEO.
4 Additional services of the Chairman of the Board relate to the support of the Group Executive Committee in strategic projects as well as to extra efforts within the BoD’s ad hoc workgroups and is compensated with an annual maximum of CHF 20,000.
5 Additional services relate to legal services for specific projects (commercial and contract law, compliance, etc.) and to extraordinary expenses incurred within the BoD’s ad hoc committees (Corporate Governance, M&A).
The 2020 Annual General Meeting approved a maximum budget of CHF 1.8 million for the Board of Directors during the period of office from the 2020 Annual General Meeting to the 2021 Annual General Meeting. The compensation effectively paid during the period under consideration in this Compensation Report (1 January to 31 December 2020) is within this budget approved by the shareholders. The final reporting for the entire period from the 2020 Annual General Meeting to the 2021 Annual General Meeting is included in the 2021 Compensation Report.
At the Annual General Meeting on 28 March 2019, the shareholders approved a maximum total compensation figure of CHF 1.8 million for the Board of Directors during the period of office from the 2019 Annual General Meeting to the 2020 Annual General Meeting. The compensation effectively paid to the members of the Board of Directors over this period was CHF 1.6 million and therefore fell within this approved budget.
5.2 Compensation for the Group Executive Committee in the business year 2020
For 2020, the members of the Group Executive Committee received a total compensation of CHF 3.9 million (2019: CHF 3.7 million) in the form of fixed compensation of CHF 1.7 million (2019: CHF 1.8 million), variable compensation of CHF 1.4 million (2019: CHF 1.2 million), other benefits including the value of the discount on the shares of CHF 0.3 million (2019: CHF 0.2 million), and national insurance and pension contributions of CHF 0.5 million (2019: CHF 0.5 million).
In 2020, the total compensation paid to the Group Executive Committee was slightly higher than the previous year due to the following factors:
- All members of the Group Executive Committee voluntarily waiving 10% of their fixed compensation from April to September 2020 as a demonstration of solidarity; the personal STI factors and allocated LTI amounts were not reduced as they are affected by the company’s financial development,
- Individual increases in the annual base salaries in order to adjust to the market median. The total increase equates to 2.0% of the total fixed cash compensation for the members of the Group Executive Committee,
- Individual increases in the individual profit-sharing amounts in order to adjust to the responsibility of the position. The total increase equates to 5.0% of the profit-sharing amounts of all members of the Group Executive Committee,
- Compensation for Jörg Metzger as the new Head of the Competence Center Radiators since 11 May 2020, plus compensation for the former Head of the Competence Center Radiators, Tomasz Juda, within the same period (because of payments due under contract during the notice period),
- Higher STI amounts for 2020 compared with the previous year, due to a higher Group net profit in 2020.
In 2020, the Group achieved a net profit of EUR 39.9 million. Consequently, in 2020, the variable cash compensation amounted to 2.1% of the net profit for the members of the Group Executive Committee (2019: 2.4%).
The variable cash compensation for the CEO amounted to 58.4% of the fixed compensation and, for the other members of the Group Executive Committee, a maximum of 60.5% of the fixed compensation.
The highest compensation for a member of the Group Executive Committee was paid to CEO Matthias Huenerwadel in the reporting year and in the previous year.
In 2020, the Annual General Meeting authorised a maximum budget for compensation of the Group Executive Committee of CHF 5.3 million for fiscal year 2020. The total compensation amount of CHF 3.9 million paid to the Group Executive Committee for fiscal year 2020 as disclosed in the following table is below this upper limit.
Compensation for the members of the Group Executive Committee
PwC Schweiz
PwC Switzerland
|
|
Units 2020 |
Units 2019 |
CHF 1 2020 |
CHF 1 2019 |
|
Highest-paid member of the Group Executive Committee: Matthias Huenerwadel |
|
|
|
|
|
Fixed cash compensation for GEC activity |
|
|
475,000 |
500,000 |
|
Variable cash compensation |
|
|
277,235 |
213,206 |
|
Long-term variable compensation (LTI) |
5,750 |
6,950 |
262,200 |
231,783 |
|
Lump sum expense allowances |
|
|
24,000 |
24,000 |
|
Employer social security and pension contributions |
|
|
142,751 |
127,201 |
|
Shares acquired 2 |
4,926 |
– |
65,023 |
– |
|
Other payments |
|
|
33,591 |
33,104 |
|
Total compensation |
|
|
1,279,800 |
1,129,294 |
|
|
Units 2020 |
Units 2019 |
CHF 1 2020 |
CHF 1 2019 |
|
Total compensation paid to the Group Executive Committee including Matthias Huenerwadel 3 |
|
|
|
|
|
Fixed cash compensation |
|
|
1,607,171 |
1,755,097 |
|
Variable cash compensation |
|
|
856,839 |
784,896 |
|
Long-term variable compensation (LTI) |
11,144 |
11,287 |
508,166 |
376,421 |
|
Lump sum expense allowances |
|
|
87,355 |
65,800 |
|
Employer social security and pension contributions |
|
|
538,118 |
515,223 |
|
Shares acquired 2 |
12,961 |
10,551 |
171,085 |
111,102 |
|
Other payments |
|
|
91,687 |
91,060 |
|
Total compensation |
|
|
3,860,421 |
3,699,599 |
1 The amounts are gross amounts including employee national insurance contributions.
2 The members of the Group Executive Committee are eligible to purchase shares under the Zehnder Group Management Share Plan. The value disclosed includes the value of the discount on the shares purchased, determined at the closing price of the shares at the grant date, 11 January 2019 and 10 January 2020, less the purchase price. This value is included in the amount approved by the Annual General Meeting.
3 There were five serving members of the Group Executive Committee on 31 December 2020. The total compensation paid to the Group Executive Committee for 2020 includes the pro rata compensation for Jörg Metzger (since 11 May 2020) and the pro rata compensation for Tomasz Juda up to the end of the normal notice period on 31 May 2020. There were five serving members of the Group Executive Committee on 31 December 2019. The total compensation paid to the Group Executive Committee for 2019 includes the pro rata compensation for Johannes Bollmann (since 4 April 2019) and the pro rata compensation for Olaf Schulte up to the end of the normal notice period on 31 August 2019. The pro rata compensation for Dominik Berchtold up to the end of the normal notice period on 28 February 2019 is included in the total compensation paid to the Group Executive Committee for 2019.
5.3 Guarantees, loans, credits, etc.
No Zehnder Group company has given guarantees, waivers of claims outstanding, credits or loans to current or former members of the Board of Directors, to present or former members of the Group Executive Committee, or to persons closely associated with them.
5.4 Compensation for former members of the Board of Directors and of the Group Executive Committee, and for persons closely associated with them, in the business year 2020
No compensation was paid to former members of the Board of Directors and of the Group Executive Committee in the reporting year.
No compensation was paid to persons closely related to members of the Board of Directors or to the Group Executive Committee.