Compensation to the Board of Directors and Executive Committee
Financial year 2017/18
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| Compensation 1) |
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| Basic compensation |
| Additional compensation (committees, special tasks) |
| Social benefits |
| Total (CHF) |
| of which in shares (CHF) 2) |
Board of Directors |
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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 |
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Dörig Rolf |
| 168,613 |
| 55,000 |
| 15,594 |
| 239,207 |
| 77,999 |
Vice-Chairman of the Board |
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Chair Compensation Committee |
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Member Nomination Committee |
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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 |
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Chair Nomination Committee |
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Gummert Hans |
| 168,613 |
| 139,240 |
| – |
| 307,853 |
| 109,311 |
Member Audit Committee |
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Member Compensation Committee |
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Member Nomination Committee |
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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 |
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Member Compensation Committee |
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Member Nomination Committee |
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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.
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| 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 |
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Executive Committee |
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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
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| Compensation 1) |
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| Basic compensation |
| Additional compensation (committees, special tasks) |
| Social benefits |
| Total (CHF) |
| of which in shares (CHF) 2) |
Board of Directors |
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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 |
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Dörig Rolf |
| 167,770 |
| 55,000 |
| 15,464 |
| 238,234 |
| 77,770 |
Vice-Chairman of the Board |
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Chair Compensation Committee |
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Member Nomination Committee |
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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 |
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Chair Nomination Committee |
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Gummert Hans |
| 167,770 |
| 132,236 |
| – |
| 300,006 |
| 96,285 |
Member Audit Committee |
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Member Compensation Committee |
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Member Nomination Committee |
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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 |
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Member Compensation Committee |
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Member Nomination Committee |
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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).
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| 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 |
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Executive Committee |
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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.
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| Financial year ended 30.06.2018 |
| Financial year ended 30.06.2017 |
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| Number of shares |
| Number of shares |
Board of Directors |
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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 |
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Executive Committee |
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Berninger Alwin |
| - |
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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) |
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| 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