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.

Compensation architecture Executive Committee (EC)Introduction

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