Compensation to the BoD and EC
Financial year 2019/20
|
| Compensation1) |
|
|
|
|
|
|
|
|
|
| Basic compensation |
| Additional compensation (committees, special tasks) |
| Social benefits |
| Total (CHF) |
| of which in shares (CHF)2) |
BoD |
|
|
|
|
|
|
|
|
|
|
Birgersson Jens |
| 180,167 |
| – |
| – |
| 180,167 |
| 148,785 |
Brecht-Bergen Stephanie |
| 180,167 |
| 6,667 |
| – |
| 186,833 |
| 128,486 |
Member Nomination Committee (since AGM 2019) |
|
|
|
|
|
|
|
|
|
|
Cadonau Riet |
| – |
| – |
| – |
| – |
| – |
Chair of the Board |
|
|
|
|
|
|
|
|
|
|
Daeniker Daniel |
| 180,167 |
| 60,000 |
| 16,835 |
| 257,001 |
| 84,613 |
Chair Audit Committee |
|
|
|
|
|
|
|
|
|
|
Dörig Rolf |
| 180,167 |
| 75,000 |
| 17,902 |
| 273,069 |
| 84,613 |
Chair Compensation Committee |
|
|
|
|
|
|
|
|
|
|
Member Nomination Committee |
|
|
|
|
|
|
|
|
|
|
Dubs-Kuenzle Karina |
| 180,167 |
| 20,000 |
| 13,988 |
| 214,154 |
| 84,613 |
Gummert Hans |
| 180,167 |
| 96,487 |
| – |
| 276,654 |
| 84,613 |
Member Audit Committee |
|
|
|
|
|
|
|
|
|
|
Member Compensation Committee |
|
|
|
|
|
|
|
|
|
|
Member Nomination Committee (until AGM 2019) |
|
|
|
|
|
|
|
|
|
|
Heppner John |
| 180,167 |
| – |
| – |
| 180,167 |
| 94,737 |
Hess Hans |
| 180,167 |
| 103,333 |
| 20,294 |
| 303,794 |
| 84,613 |
Vice-Chair of the Board |
|
|
|
|
|
|
|
|
|
|
Lead Independent Director |
|
|
|
|
|
|
|
|
|
|
Chair Nomination Committee |
|
|
|
|
|
|
|
|
|
|
Member Audit Committee |
|
|
|
|
|
|
|
|
|
|
Member Compensation Committee |
|
|
|
|
|
|
|
|
|
|
Mankel Christine |
| 180,167 |
| – |
| – |
| 180,167 |
| 148,785 |
Total BoD |
| 1,621,500 |
| 361,487 |
| 69,019 |
| 2,052,006 |
| 943,857 |
1)Compensation for the employer representatives on the Swiss pension fund (Rolf Dörig, Karina Dubs-Kuenzle) of CHF 20,000 p.a. each and compensation for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA (Hans Gummert) of CHF 64,153.04 are included in the compensation (additional compensation). Business expenses are not included. For Mr Gummert the additional compensation is paid in EUR and is lower compared to the previous period due to him leaving the Surpervisory Board of ISEO.
2)The compensation for the reporting period is paid out in three installments (November 2019, May 2020, and November 2020). Shares are awarded based on a fixed monetary amount of CHF 90,000 for the Board members. The average of the closing share prices of the last five trading days in the month prior to the payment is used to determine the number of shares allocated (CHF 635.70 for the shares transferred in November 2019 and CHF 482.12 for the shares transferred in May 2020).
|
| Fixed compensation |
| Variable compensation |
| Total CHF | ||||||||||
| Fixed basic payment |
| Benefits and social / pension contributions1) |
| Total aggregate amount |
| STI 2) |
| LTI3) 4) |
| Social / pension contributions |
| Total aggregate amount |
|
| |
EC members active on 30 June 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cadonau Riet |
| 818,142 |
| 175,249 |
| 993,391 |
| 859,294 |
| 1,016,401 |
| 328,687 |
| 2,204,381 |
| 3,197,772 |
Other EC5) |
| 2,856,665 |
| 1,113,745 |
| 3,970,410 |
| 1,909,994 |
| 2,129,375 |
| 717,718 |
| 4,757,087 |
| 8,727,497 |
Subtotal |
| 3,674,807 |
| 1,288,994 |
| 4,963,801 |
| 2,769,288 |
| 3,145,776 |
| 1,046,405 |
| 6,961,468 |
| 11,925,269 |
1)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 effectively paid out in the reporting year. Fringe benefits include elements such as private use of company car, company car allowance, service anniversary, housing contributions, and one-time relocation allowances for two new EC members to facilitate their relocation following their appointment to the EC role. Fringe benefits amount to CHF 31,882 for the CEO and CHF 625,174 for the other EC members.
2)The short-term incentive reported will be paid after the end of the reporting year.
3)The grant value of the LTI includes CHF 1,606,294 in restricted shares and CHF 1,539,481 in performance share units (PSU). The fair value on the grant date is CHF 667.50 per restricted share. The value of the PSUs is based on their fair value on the grant date which includes adjustments for lost dividends during the vesting period and the TSR performance conditions.
4)In accordance with his employment contract from 2011, the CEO receives a guaranteed allocation of 550 shares (worth CHF 285,979) which are blocked for three years. These shares are not yet included in the shares held as of 30 June 2020 as listed in the table ’Shares held by BoD and EC’ as they were not yet allocated by the end of the financial year (grant date of 1 September 2020). However, they have been included in the long-term incentive compensation figure with a share price of CHF 519.96 (average closing price of May/June 2020).
5)Includes the compensation for the (designated) COO AS AMER, who joined the company on 1 April 2020 as designated COO and assumes COO and EC responsibility as of 1 July 2020. His compensation for the period from 1 April to 30 June 2020 comprises base salary, pro rata STI and LTI, and a one-time relocation allowance. The replacement awards in cash and equity relating to the forfeited compensation at the previous employer are not included. The replacement award in cash for forfeited cash compensation at the previous employer amounts to CHF 109,422. The replacement award in equity amounts to CHF 246,581 in restricted shares and CHF 161,063 in PSU to compensate for part of the forfeited LTI at the previous employer. The shares and PSU have been granted at the hiring date on 1 April 2020. The shares are subject to a blocking period of 1 year and 5 months and 2 years and 5 months, respectively. The PSU are subject to a vesting period of 1 year and 5 months and 2 years and 5 months respectively, based on the EPS and rTSR performance conditions used in the dormakaba LTI plan. The blocking period of the shares and the vesting period of the PSU mirror the restriction periods of the outstanding plans at dormakaba (LTI grants 2018 and 2019, vesting in 2021 and 2022 respectively) and broadly reflect those of the forfeited awards at the previous employer.
Financial year 2018/19
|
| Compensation1) |
|
|
|
|
|
|
|
|
|
| Basic compensation |
| Additional compensation (committees, special tasks) |
| Social benefits |
| Total (CHF) |
| of which in shares (CHF)2) |
BoD |
|
|
|
|
|
|
|
|
|
|
Birgersson Jens (since 2018 AGM) |
| 113,333 |
| – |
| – |
| 113,333 |
| 53,233 |
Brecht-Bergen Stephanie |
| 170,000 |
| – |
| – |
| 170,000 |
| 103,430 |
Cadonau Riet (since 2018 AGM) |
| – |
| – |
| – |
| – |
| – |
Chair of the Board |
|
|
|
|
|
|
|
|
|
|
Chiu Elton SK (until 2018 AGM) |
| 56,667 |
| – |
| 3,892 |
| 60,559 |
| 26,271 |
Daeniker Daniel |
| 170,000 |
| 60,000 |
| 16,019 |
| 246,019 |
| 79,504 |
Chair Audit Committee |
|
|
|
|
|
|
|
|
|
|
Dörig Rolf |
| 170,000 |
| 68,333 |
| 16,618 |
| 254,952 |
| 79,504 |
Vice-Chair of the Board (until 2018 AGM) |
|
|
|
|
|
|
|
|
|
|
Chair Compensation Committee |
|
|
|
|
|
|
|
|
|
|
Member Nomination Committee |
|
|
|
|
|
|
|
|
|
|
Dubs-Kuenzle Karina |
| 170,000 |
| 20,000 |
| 13,201 |
| 203,201 |
| 79,504 |
Graf Ulrich (until 2018 AGM) |
| 190,000 |
| 6,667 |
| 10,560 |
| 207,227 |
| 79,753 |
Chair of the Board |
|
|
|
|
|
|
|
|
|
|
Chair Nomination Committee |
|
|
|
|
|
|
|
|
|
|
Gummert Hans |
| 170,000 |
| 137,149 |
| – |
| 307,149 |
| 79,504 |
Member Audit Committee |
|
|
|
|
|
|
|
|
|
|
Member Compensation Committee |
|
|
|
|
|
|
|
|
|
|
Member Nomination Committee |
|
|
|
|
|
|
|
|
|
|
Heppner John |
| 170,000 |
| 13,333 |
| – |
| 183,333 |
| 83,727 |
Hess Hans |
| 170,000 |
| 78,333 |
| 17,738 |
| 266,072 |
| 79,504 |
Vice-Chair of the Board (since 2018 AGM) |
|
|
|
|
|
|
|
|
|
|
Lead Independent Director (since 2018 AGM) |
|
|
|
|
|
|
|
|
|
|
Chair Nomination Committee (since 2018 AGM) |
|
|
|
|
|
|
|
|
|
|
Member Audit Committee |
|
|
|
|
|
|
|
|
|
|
Member Compensation Committee |
|
|
|
|
|
|
|
|
|
|
Mankel Christine |
| 170,000 |
| – |
| – |
| 170,000 |
| 125,682 |
Total BoD |
| 1,720,000 |
| 383,816 |
| 78,030 |
| 2,181,845 |
| 869,618 |
1)Compensation for the employer representatives on the Swiss pension fund (Ulrich Graf, Rolf Dörig, Karina Dubs-Kuenzle) of CHF 20,000 p.a. each and compensation for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA and ISEO (Hans Gummert) of CHF 102,149 are included in the compensation (additional compensation). Business expenses are not included. For Mr Gummert the additional compensation is paid in EUR and remains stable vis-à-vis the previous year, however, fluctuates in CHF due to currency exchange.
2)The compensation for the reporting period is paid out in three installments (November 2018, May 2019 and November 2019). Shares are awarded based on a fixed monetary amount of CHF 240,000 for the Chair of the Board (until AGM 2018) and CHF 80,000 for the other Board members. The average of the closing share prices of the last five trading days in the month prior to the payment is used to determine the number of shares allocated (CHF 703.70 for the shares transferred in November 2018 and CHF 767.30 for the shares transferred in May 2019).
|
| Fixed compensation |
| Variable compensation |
| Total CHF | ||||||||||
| Fixed basic payment |
| Benefits and social / pension contributions1) |
| Total aggregate amount |
| STI2) |
| LTI3)4) |
| Social / pension contributions |
| Total aggregate amount |
|
| |
EC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cadonau Riet |
| 832,008 |
| 140,914 |
| 972,922 |
| 1,275,000 |
| 1,184,696 |
| 346,350 |
| 2,806,046 |
| 3,778,968 |
Other EC |
| 2,819,911 |
| 798,191 |
| 3,618,102 |
| 2,565,392 |
| 2,273,293 |
| 679,528 |
| 5,518,213 |
| 9,136,315 |
Total EC |
| 3,651,919 |
| 939,105 |
| 4,591,024 |
| 3,840,392 |
| 3,457,989 |
| 1,025,878 |
| 8,324,259 |
| 12,915,283 |
1)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 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 23,759 for the CEO and CHF 413,302 for the other EC members.
2)The short-term incentive reported will be paid after the end of the reporting year.
3)The grant value of the LTI includes CHF 2,378,955 in restricted shares and CHF 1,078,993 in performance share units (PSU). The fair value on the grant date is CHF 680.50 per restricted share. The value of the PSUs is based on their fair value on the grant date which includes adjustments for lost dividends during the vesting period and the TSR performance conditions.
4)In accordance with his employment contract from 2011, the CEO receives a guaranteed allocation of 550 shares (worth CHF 391,254) which are blocked for three years. These shares are not yet included in the shares held as of 30 June 2019 as listed in the table ’Shares held by BoD and EC’ as they were not yet allocated by the end of the financial year (grant date of 1 September 2019). However, they have been included in the long-term incentive compensation figure with a share price of CHF 711.37 (average closing price of May/June 2019).
Shares held by BoD and EC
As at the respective call date, the individual BoD and EC members (including related parties) held the following number of shares in dormakaba Holding AG.
Number of shares |
| Financial year ended 30.06.2020 |
| Financial year ended 30.06.2019 |
BoD |
|
|
|
|
Birgersson Jens |
| 347 |
| 52 |
Brecht-Bergen Stephanie |
| 220,156 |
| 190,117 |
Cadonau Riet1) |
| 5,840 |
| 4,730 |
Daeniker Daniel |
| 1,687 |
| 1,532 |
Dörig Rolf |
| 2,626 |
| 2,471 |
Dubs-Kuenzle Karina |
| 99,746 |
| 99,591 |
Gummert Hans |
| 762 |
| 587 |
Heppner John |
| 919 |
| 743 |
Hess Hans |
| 1,623 |
| 1,468 |
Mankel Christine |
| 220,281 |
| 190,193 |
Total BoD |
| 553,987 |
| 491,484 |
EC |
|
|
|
|
Berninger Alwin |
| 210 |
| 80 |
Bewick Stephen2) |
| 199 |
|
|
Brinker Bernd |
| 1,549 |
| 974 |
Cadonau Riet1) |
| 5,840 |
| 4,730 |
Gaspari Roberto3) |
|
|
| 3,259 |
Häberli Andreas |
| 2,265 |
| 1,872 |
Housten Alex4) |
| 564 |
|
|
Kincaid Michael5) |
| 1,543 |
| 1,166 |
Lee Jim-Heng |
| 2,329 |
| 1,829 |
Lichtenberg Jörg5) |
| 853 |
| 532 |
Zocca Stefano |
| 2,145 |
| 1,809 |
Total EC |
| 17,497 |
| 16,251 |
1)BoD and EC member, therefore displayed in both groups for the years of membership.
2)EC member as of 1 January 2020.
3)EC member until 31 December 2019.
4)Designated EC member from 1 April 2020 until 30 June 2020. EC member (successor of Michael Kincaid) as of 1 July 2020. The shares were granted at hiring date on 1 April 2020 as part of a replacement award in order to compensate for part of the forfeited long-term incentive plan at his previous employer. Further details are provided in the chapter ’Compensation architecture for the EC’ of the Compensation Report.
5)EC member until 30 June 2020.