Compensation to the BoD and EC
Financial year 2020/21
|
| Compensation 1) |
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| Basic compensation |
| Additional compensation (committees, special tasks) |
| Social benefits 2) |
| Total (CHF) |
| of which in shares (CHF) 3) |
BoD |
|
|
|
|
|
|
|
|
|
|
Birgersson Jens |
| 183,667 |
| 13,333 |
| – |
| 197,000 |
| 110,578 |
Member Audit Comittee (since AGM 2020) |
|
|
|
|
|
|
|
|
|
|
Brecht-Bergen Stephanie |
| 183,667 |
| 16,667 |
| – |
| 200,333 |
| 86,537 |
Member Nomination Committee (until AGM 2020) |
|
|
|
|
|
|
|
|
|
|
Member Nomination and Compensation Committee (since AGM 2020) |
|
|
|
|
|
|
|
|
|
|
Cadonau Riet |
| 170,000 |
| – |
| 12,942 |
| 182,942 |
| 79,390 |
Chair of the Board |
|
|
|
|
|
|
|
|
|
|
Daeniker Daniel |
| 183,667 |
| 60,000 |
| 17,167 |
| 260,834 |
| 86,537 |
Chair Audit Committee |
|
|
|
|
|
|
|
|
|
|
Dörig Rolf (BoD member until AGM 2020) |
| 57,000 |
| 25,000 |
| 5,736 |
| 87,736 |
| 26,869 |
Chair Compensation Committee (until AGM 2020) |
|
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|
|
Member Nomination Committee (until AGM 2020) |
|
|
|
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|
|
|
|
|
|
Dubs-Kuenzle Karina |
| 183,667 |
| 20,000 |
| 14,305 |
| 217,972 |
| 86,537 |
Gummert Hans |
| 183,667 |
| 88,452 |
| – |
| 272,119 |
| 86,537 |
Member Audit Committee |
|
|
|
|
|
|
|
|
|
|
Member Compensation Committee (until AGM 2020) |
|
|
|
|
|
|
|
|
|
|
Heppner John |
| 183,667 |
| 26,667 |
| – |
| 210,333 |
| 95,305 |
Member Nomination and Compensation Commitee (since AGM 2020) |
|
|
|
|
|
|
|
|
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|
Hess Hans |
| 183,667 |
| 108,333 |
| 21,103 |
| 313,103 |
| 86,537 |
Vice-Chair of the Board |
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|
Lead Independent Director |
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Chair Nomination and Compensation Committee (since AGM 2020) |
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|
Chair Nomination Committee (until AGM 2020) |
|
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|
Member Audit Committee |
|
|
|
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|
|
|
|
|
|
Member Compensation Committee (until AGM 2020) |
|
|
|
|
|
|
|
|
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Mankel Christine |
| 183,667 |
| – |
| – |
| 183,667 |
| 110,578 |
Liu John Y. (BoD member since AGM 2020) |
| 126,667 |
| – |
| 8,839 |
| 135,506 |
| 59,669 |
Total BoD |
| 1,823,000 |
| 358,452 |
| 80,093 |
| 2,261,545 |
| 915,074 |
1)The Chair of the Board receives compensation in his role since April 2021, covering three months of the reporting period. For as long as he was in his dual capacity as the CEO and Chair of the Board, he did not receive any compensation for his role as the Chair of the Board. Compensation for the employer representative on the Swiss pension fund (Karina Dubs-Kuenzle) of CHF 20,000 p.a. and compensation for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA (Hans Gummert) of CHF 65,119 are included in the compensation (additional compensation). Business expenses are not included. For Hans 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)In line with the Swiss legal requirements under the respective law (BVG), the Chair of the Board is insured in the company pension fund. The employer cost of the pension benefits are deducted from the cash board fee disclosed above. The Chair of the Board is hence financing both the employee and employer contributions to the pension fund via a deduction on the cash board fee so that the insurance in the pension fund is cost-neutral to the company.
3)The compensation for the reporting period is paid out in three installments (November 2020, May 2021, and November 2021). 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 424.24 for the shares transferred in November 2020 and CHF 620.40 for the shares transferred in May 2021).
|
| Fixed compensation |
| Variable compensation |
| Total CHF | ||||||||||
| Fixed basic payment |
| Benefits and social / pension contributions1) |
| Total aggregate amount |
| STI 2) |
| LTI3) |
| Social / pension contributions |
| Total aggregate amount |
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| |
EC members |
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|
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|
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|
Cadonau Riet 4) 5) |
| 596,274 |
| 133,753 |
| 730,027 |
| 956,250 |
| 1,280,281 |
| 269,821 |
| 2,506,352 |
| 3,236,379 |
Sabrina Soussan 6) |
| 425,004 |
| 107,869 |
| 532,873 |
| 525,000 |
| - |
| 95,646 |
| 620,646 |
| 1,153,519 |
Other EC |
| 2,415,866 |
| 766,853 |
| 3,182,719 |
| 2,355,028 |
| 1,821,187 |
| 652,664 |
| 4,828,879 |
| 8,011,598 |
Subtotal |
| 3,437,144 |
| 1,008,475 |
| 4,445,619 |
| 3,836,278 |
| 3,101,468 |
| 1,018,131 |
| 7,955,877 |
| 12,401,496 |
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 61,817 for the former CEO, to CHF 30,440 for the new CEO and CHF 436,069 for the other EC members.
2)The short-term incentive reported will be paid after the end of the reporting year.
3)The total grant value of the LTI includes CHF 751,608 in restricted shares and CHF 2,012,114 in performance share units (PSU). The fair value on the grant date is CHF 584 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 former CEO receives a guaranteed allocation of 550 shares (worth CHF 337,750) which are blocked for three years. These shares are not yet included in the shares held as of 30 June 2021 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 2021). However, they have been included in the long-term incentive compensation figure with a share price of CHF 614.09 (average closing price of May/June 2021).
5) In line with the contractual agreement in place which foresee a partial forfeiture of PSU, CHF 527,086 of the award granted to the CEO in September 2020 forfeits.
6)The replacement award in equity relating to the forfeited compensation at the previous employer for the new CEO is not included in the compensation table. The replacement award amounts to CHF 619,583 in restricted shares and CHF 631,583 in PSU granted at the hiring date on 1 January 2021. The shares are subject to a blocking period of 8 months, 1 year and 8 months, and 2 years and 8 months, respectively. The PSU are subject to a vesting period of 8 months, 1 year and 8 months, and 2 years and 8 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, 2019 and 2020, vesting in 2021, 2022 and 2023, respectively) and broadly reflect those of the forfeited awards at the previous employer.
Compensation paid to former members of the EC
In the reporting period compensation in the amount of CHF 487,381 was paid to two former members of the EC which is not included in the compensation table. The amount includes the fixed salary, benefits as well as the pro rata STI payment which are contractually due during the notice period. It also includes an LTI grant to one former member of the EC who has not left the company.
Financial year 2019/20
|
| Compensation 1) |
|
|
|
|
|
|
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|
|
| 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 |
|
|
|
|
|
|
|
|
|
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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 |
|
|
|
|
|
|
|
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|
|
Member Compensation Committee |
|
|
|
|
|
|
|
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|
|
Member Nomination Committee (until AGM 2019) |
|
|
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|
|
|
|
|
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 |
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Lead Independent Director |
|
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Chair Nomination Committee |
|
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|
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Member Audit Committee |
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|
|
|
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|
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 Hans Gummert the additional compensation is paid in EUR and is lower compared to the previous period due to him leaving the Supervisory 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 |
|
|
|
|
|
|
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|
|
|
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|
|
|
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.
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 30.06.2021 |
| Financial year ended 30.06.2020 |
BoD |
|
|
|
|
Birgersson Jens |
| 1,919 |
| 347 |
Brecht-Bergen Stephanie |
| 220,323 |
| 220,156 |
Cadonau Riet1) |
| 7,015 |
| 5,840 |
Daeniker Daniel |
| 1,854 |
| 1,687 |
Dörig Rolf2) |
| 2,721 |
| 2,626 |
Dubs-Kuenzle Karina |
| 99,913 |
| 99,746 |
Gummert Hans |
| 929 |
| 762 |
Heppner John |
| 1,117 |
| 919 |
Hess Hans |
| 1,790 |
| 1,623 |
Liu John Y.3) |
| 72 |
|
|
Mankel Christine |
| 220,533 |
| 220,281 |
Total BoD |
| 558,186 |
| 553,987 |
EC |
|
|
|
|
Berninger Alwin |
| 339 |
| 210 |
Bewick Stephen4) |
| 312 |
| 199 |
Brinker Bernd |
| 1,964 |
| 1,549 |
Cadonau Riet1) |
|
|
| 5,840 |
Häberli Andreas |
| 2,530 |
| 2,265 |
Housten Alex |
| 617 |
| 564 |
Kincaid Michael5) |
|
|
| 1,543 |
Lee Jim-Heng |
| 2,725 |
| 2,329 |
Lichtenberg Jörg5) |
|
|
| 853 |
Soussan Sabrina6) |
| 1,233 |
|
|
Zocca Stefano |
| 2,368 |
| 2,145 |
Total EC |
| 12,088 |
| 17,497 |
1)BoD and EC member until 31 March 2021. Effective as of 1 April 2021, he stepped down from his position as EC member and continued his role as BoD Chair. Therefore, he is displayed in both groups for the years of membership.
2)BoD member until 20 October 2020.
3)BoD member as of 20 October 2020.
4)EC member as of 1 January 2020.
5)EC member until 30 June 2020.
6)EC Member as of 1 January 2021 and CEO as of 1 April 2021.