Annual Report 2017/18

Compensation to the Board of Directors and Executive Committee

Financial year 2017/18

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation 1)

 

 

 

 

 

 

 

 

 

 

Basic compensation

 

Additional compensation (committees, special tasks)

 

Social benefits

 

Total (CHF)

 

of which in shares (CHF) 2)

Board of Directors

 

 

 

 

 

 

 

 

 

 

Brecht-Bergen Stephanie

 

168,613

 

 

 

168,613

 

77,999

Chiu Elton SK

 

168,613

 

 

11,718

 

180,331

 

77,999

Daeniker Daniel

 

168,613

 

60,000

 

15,703

 

244,316

 

100,146

Chair Audit Committee

 

 

 

 

 

 

 

 

 

 

Dörig Rolf

 

168,613

 

55,000

 

15,594

 

239,207

 

77,999

Vice-Chairman of the Board

 

 

 

 

 

 

 

 

 

 

Chair Compensation Committee

 

 

 

 

 

 

 

 

 

 

Member Nomination Committee

 

 

 

 

 

 

 

 

 

 

Dubs-Kuenzle Karina

 

168,613

 

20,000

 

13,127

 

201,741

 

77,999

Graf Ulrich

 

565,840

 

20,000

 

34,172

 

620,012

 

235,418

Chairman of the Board

 

 

 

 

 

 

 

 

 

 

Chair Nomination Committee

 

 

 

 

 

 

 

 

 

 

Gummert Hans

 

168,613

 

139,240

 

 

307,853

 

109,311

Member Audit Committee

 

 

 

 

 

 

 

 

 

 

Member Compensation Committee

 

 

 

 

 

 

 

 

 

 

Member Nomination Committee

 

 

 

 

 

 

 

 

 

 

Heppner John

 

168,613

 

20,000

 

 

188,613

 

96,357

Hess Hans

 

168,613

 

35,000

 

14,374

 

217,987

 

77,999

Member Audit Committee

 

 

 

 

 

 

 

 

 

 

Member Compensation Committee

 

 

 

 

 

 

 

 

 

 

Member Nomination Committee

 

 

 

 

 

 

 

 

 

 

Mankel Christine

 

168,613

 

 

 

168,613

 

113,893

Total Board of Directors

 

2,083,360

 

349,240

 

104,687

 

2,537,287

 

1,045,120

1)Compensation for the employer representatives on the Swiss pension fund (Ulrich Graf, Karina Dubs-Kuenzle) of CHF 20,000 each and compensation for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA and ISEO (Hans Gummert) of CHF 104,240 are included in the compensation (additional compensation). Business expenses are not included.

2)The compensation for the reporting period is paid out in three installments (November 2017, Mai 2018 and November 2018). The value of the shares is as follows: for the period until the 2017 AGM, shares were awarded based on a fixed number of shares. However, due to the significant share price increase in 2017, the Board of Directors had decided to cap the overall value of shares transferred for the compensation period from the 2016 AGM until the 2017 AGM to CHF 240’000 for the Chairman of the Board and to CHF 80’000 for the other Board members. Therefore, the number of shares transferred in November 2017 had been capped, taking into account the value of shares already transferred in May 2017. Since the 2017 AGM, shares are awarded based on a fixed monetary amount of CHF 240’000 for the Chairman of the Board and CHF 80’000 for the other Board members.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed compensation

 

Variable compensation

 

Total CHF

 

Fixed basic payment 3)

 

Benefits and Social / Pension contributions 4)

 

Total aggregate amount

 

STI 5)

 

LTI 6)

 

Social / Pension contributions

 

Total aggregate amount

 

 

Executive Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cadonau Riet

 

832,008

 

146,263

 

978,271

 

1,275,000

 

934,408

 

331,102

 

2,540,510

 

3,518,781

Other Executive Committee

 

3,598,406

 

1,054,874

 

4,653,280

 

2,902,258

 

2,687,999

 

885,318

 

6,475,575

 

11,128,855

Total Executive Committee

 

4,430,414

 

1,201,137

 

5,631,551

 

4,177,258

 

3,622,408

 

1,216,420

 

9,016,085

 

14,647,636

3)Includes a replacement award of CHF 77,738 to compensate for forfeited remuneration at previous employer as a result of joining dormakaba.

4)Includes contributions to social security and occupational pension plans as well as fringe benefits. Contributions to social security and occupational pension plans are the contributions effectively paid in the reporting year and relate to the fixed and variable compensation that were effectively paid out in the reporting year. Fringe benefits include an outplacement consulting of CHF 57,911 and elements such as private use of company car, service anniversary or housing contributions. Fringe benefits amount to CHF 21,579 for the CEO and CHF 540,572 for the other members of the Executive Committee.

5)The short-term incentive reported will be paid after the end of the reporting year.

6)The CEO receives a guaranteed allocation of 550 shares (worth CHF 419,925) which are blocked for three years. These shares are not yet included in the shares held as of 30.06.2018 as listed in the table “Shares held by Board of Directors and Executive Committee”. However, they have been included in the long-term incentive compensation figure with a share price of CHF 763.50 (average closing price of May/June 2018).

Financial year 2016/2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation 1)

 

 

 

 

 

 

 

 

 

 

Basic compensation

 

Additional compensation (committees, special tasks)

 

Social benefits

 

Total (CHF)

 

of which in shares (CHF) 2)

Board of Directors

 

 

 

 

 

 

 

 

 

 

Brecht-Bergen Stephanie

 

167,770

 

 

 

167,770

 

77,770

Chiu Elton SK

 

167,770

 

5,905

 

11,563

 

185,238

 

77,770

Daeniker Daniel

 

167,770

 

60,000

 

15,398

 

243,168

 

115,642

Chair Audit Committee

 

 

 

 

 

 

 

 

 

 

Dörig Rolf

 

167,770

 

55,000

 

15,464

 

238,234

 

77,770

Vice-Chairman of the Board

 

 

 

 

 

 

 

 

 

 

Chair Compensation Committee

 

 

 

 

 

 

 

 

 

 

Member Nomination Committee

 

 

 

 

 

 

 

 

 

 

Dubs-Kuenzle Karina

 

167,770

 

20,000

 

13,009

 

200,779

 

77,770

Graf Ulrich

 

540,260

 

20,000

 

32,578

 

592,838

 

210,260

Chairman of the Board

 

 

 

 

 

 

 

 

 

 

Chair Nomination Committee

 

 

 

 

 

 

 

 

 

 

Gummert Hans

 

167,770

 

132,236

 

 

300,006

 

96,285

Member Audit Committee

 

 

 

 

 

 

 

 

 

 

Member Compensation Committee

 

 

 

 

 

 

 

 

 

 

Member Nomination Committee

 

 

 

 

 

 

 

 

 

 

Heppner John

 

167,770

 

40,000

 

 

207,770

 

108,068

Hess Hans

 

167,770

 

35,000

 

13,818

 

216,588

 

108,909

Member Audit Committee

 

 

 

 

 

 

 

 

 

 

Member Compensation Committee

 

 

 

 

 

 

 

 

 

 

Member Nomination Committee

 

 

 

 

 

 

 

 

 

 

Mankel Christine

 

167,770

 

 

 

167,770

 

77,770

Total Board of Directors

 

2,050,190

 

368,141

 

101,832

 

2,520,163

 

1,028,014

1)Compensation for the employer representatives on the Swiss pension fund (Ulrich Graf, Karina Dubs-Kuenzle) of CHF 20,000 each, compensation for membership of the Board of Directors of Wah Yuet Group Holdings Limited (Chiu Elton SK) of CHF 5,905 and compensation for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA and ISEO (Hans Gummert) of CHF 97,236 are included in the compensation (additional compensation). Business expenses are not included.

2)The compensation for the reporting period is paid out in three installments. The valuation of the shares is based on the share price at respective grant dates and can therefore vary. The shares for the last installments will be transferred in November 2017. Due to the significant increase of the share price in the last months, the Board of Directors decided to cap the value of the shares transferred for the compensation period from the 2016 AGM until the 2017 AGM to CHF 240’000 for the Chairman of the Board and to CHF 80’000 for the other Board members. The disclosed amount of share compensation for financial year 2016/17 is based on a share price of CHF 691.50 for the compensation period July until October 2016 and on the capped amount for the compensation period November 2016 until June 2017. The number of shares cannot be calculated yet, as it will depend on the share price used to convert the compensation amount (average closing share price of the last five trading days in October 2017, as per compensation directive).



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed compensation

 

Variable compensation

 

Total CHF

 

Fixed basic payment

 

Benefits and Social / Pension contributions 3)

 

Total aggregate amount

 

STI 4)

 

LTI 5)

 

Social / Pension contributions

 

Total aggregate amount

 

 

Executive Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cadonau Riet

 

782,002

 

152,195

 

934,197

 

1,200,000

 

816,547

 

315,133

 

2,331,680

 

3,265,877

Other Executive Committee

 

3,245,050

 

766,818

 

4,011,868

 

3,118,975

 

1,878,275

 

751,139

 

5,748,389

 

9,760,257

Total Executive Committee

 

4,027,052

 

919,012

 

4,946,065

 

4,318,975

 

2,694,822

 

1,066,272

 

8,080,069

 

13,026,134

3)Includes contributions to social security and occupational pension plans as well as fringe benefits. Contributions to social security and occupational pension plans are the contributions effectively paid in the reporting year and relate to the fixed and variable compensation that were effectively paid out in the reporting year. Fringe benefits include elements such as private use of company car, service anniversary or housing contributions. Fringe benefits amount to CHF 29,988 for the CEO and CHF 322,833 for the other members of the Executive Committee.

4)The short-term incentive reported will be paid after the end of the reporting years.

5)The CEO receives a guaranteed allocation of 550 shares (worth CHF 476,460) which are blocked for three years. These shares are not yet included in the shares held as of 30.06.2017 as listed in the table “Shares held by Board of Directors and Executive Committee”. However, they have been included in the long-term incentive compensation figure with a share price of CHF 866.29 (average closing price of May/June 2017).

Shares held by Board of Directors and Executive Committee

As at the respective call date, the individual members of the Board of Directors and the Executive Committee (including related parties) held the following number of shares in dormakaba Holding AG.

 

 

 

 

 

 

 

Financial year ended 30.06.2018

 

Financial year ended 30.06.2017

 

 

Number of shares

 

Number of shares

Board of Directors

 

 

 

 

Brecht-Bergen Stephanie

 

189,958

 

189,868

Chiu Elton SK

 

773

 

683

Daeniker Daniel

 

1,424

 

1,305

Dörig Rolf

 

2,363

 

2,153

Dubs-Kuenzle Karina

 

99,483

 

84,861

Graf Ulrich

 

6,148

 

6,476

Gummert Hans

 

479

 

198

Heppner John

 

626

 

510

Hess Hans

 

1,360

 

1,270

Mankel Christine

 

190,005

 

189,868

Total Board of Directors

 

492,619

 

477,192

 

 

 

 

 

Executive Committee

 

 

 

 

Berninger Alwin

 

 

 

Brinker Bernd

 

550

 

250

Cadonau Riet

 

4,330

 

3,930

Gaspari Roberto

 

2,576

 

2,238

Häberli Andreas

 

1,505

 

1,185

Jacob Christoph

 

132

 

72

Kincaid Michael

 

1,012

 

714

Lee Jim-Heng

 

1,396

 

1,146

Lichtenberg Jörg

 

318

 

167

Malacarne Beat

 

867

 

1,425

Sichelschmidt Dieter1)

 

 

 

150

Zocca Stefano

 

1,494

 

1,251

Total Executive Committee

 

14,180

 

12,528

1)Member of the Executive Committee until the 31 December 2017

Compensation architecture Executive Committee (EC)Five-year performance overview

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