Compensation to the BoD and EC
Financial year 2021/22
|
|
|
Compensation 1) |
|
|
|
|
|
|
|
|
|
|
|
Basic compensation |
|
Additional compensation (committees, special tasks) |
|
Social benefits 2) |
|
Total (CHF) |
|
of which in shares (CHF) 3) |
|
BoD |
|
|
|
|
|
|
|
|
|
|
|
Aebischer Thomas (BoD member since AGM 2021) |
|
126,667 |
|
13,333 |
|
9,775 |
|
149,775 |
|
59,620 |
|
Member Audit Committee (since AGM 2021) |
|
|
|
|
|
|
|
|
|
|
|
Birgersson Jens |
|
190,000 |
|
20,000 |
|
– |
|
210,000 |
|
89,426 |
|
Member Audit Comittee |
|
|
|
|
|
|
|
|
|
|
|
Brecht-Bergen Stephanie |
|
190,000 |
|
20,000 |
|
– |
|
210,000 |
|
89,426 |
|
Member Nomination and Compensation Committee |
|
|
|
|
|
|
|
|
|
|
|
Cadonau Riet |
|
680,000 |
|
21,111 |
|
47,087 |
|
748,198 |
|
319,651 |
|
Chair of the Board |
|
|
|
|
|
|
|
|
|
|
|
Daeniker Daniel |
|
190,000 |
|
90,000 |
|
17,523 |
|
297,523 |
|
89,426 |
|
Chair Audit Committee |
|
|
|
|
|
|
|
|
|
|
|
Dubs-Kuenzle Karina (BoD member until AGM 2021) |
|
63,333 |
|
6,667 |
|
4,846 |
|
74,846 |
|
29,806 |
|
Gummert Hans |
|
190,000 |
|
83,022 |
|
– |
|
273,022 |
|
89,426 |
|
Member Audit Committee |
|
|
|
|
|
|
|
|
|
|
|
Heppner John |
|
190,000 |
|
20,000 |
|
– |
|
210,000 |
|
89,426 |
|
Member Nomination and Compensation Commitee |
|
|
|
|
|
|
|
|
|
|
|
Hess Hans |
|
190,000 |
|
96,667 |
|
20,720 |
|
307,386 |
|
89,426 |
|
Vice-Chair of the Board |
|
|
|
|
|
|
|
|
|
|
|
Lead Independent Director |
|
|
|
|
|
|
|
|
|
|
|
Chair Nomination and Compensation Committee |
|
|
|
|
|
|
|
|
|
|
|
Member Audit Committee (until AGM 2021) |
|
|
|
|
|
|
|
|
|
|
|
Mankel Christine |
|
190,000 |
|
– |
|
– |
|
190,000 |
|
89,426 |
|
Liu John |
|
190,000 |
|
– |
|
13,269 |
|
203,269 |
|
89,426 |
|
Total BoD |
|
2,390,000 |
|
370,800 |
|
113,220 |
|
2,874,020 |
|
1,124,481 |
1) Compensation for the employer representative on the Swiss pension fund (Karina Dubs-Kuenzle) of CHF 10,000 p.a. and compensation for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA (Hans Gummert) of CHF 63,023 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 2021, May 2022, and November 2022). 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 677.40 for the shares transferred in November 2021 and CHF 446.20 for the shares transferred in May 2022).
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|
|
Fixed compensation |
|
Variable compensation |
|
Total CHF |
||||||||||
|
|
|
Fixed basic payment |
|
Benefits and social / pension contributions 1) |
|
Total aggregate amount |
|
STI 2) |
|
LTI 3) |
|
Social / pension contributions |
|
Total aggregate amount |
|
|
|
EC members |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jim-Heng Lee |
|
639,979 |
|
369,716 |
|
1,009,695 |
|
526,529 |
|
349,963 |
|
98,909 |
|
975,401 |
|
1,985,096 |
|
Other EC 4) |
|
3,288,160 |
|
781,121 |
|
4,069,281 |
|
2,135,726 |
|
2,172,357 |
|
800,382 |
|
5,108,465 |
|
9,177,746 |
|
Subtotal |
|
3,928,139 |
|
1,150,837 |
|
5,078,976 |
|
2,662,255 |
|
2,522,320 |
|
899,291 |
|
6,083,866 |
|
11,162,842 |
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.Includes the fees for the interim CFO, who does not receive any variable compensation.
2) The short-term incentive reported will be paid after the end of the reporting year.
3) The LTI grant consists of PSUs only. 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) Includes the compensation of the former CFO (full year) and former CEO (until 31-Jan-22) during their contractual employment period.
Financial year 2020/21
|
|
|
Compensation 1) |
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|
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|
|
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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) |
|
|
|
|
|
|
|
|
|
|
|
Member Nomination Committee (until AGM 2020) |
|
|
|
|
|
|
|
|
|
|
|
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) |
|
|
|
|
|
|
|
|
|
|
|
Hess Hans |
|
183,667 |
|
108,333 |
|
21,103 |
|
313,103 |
|
86,537 |
|
Vice-Chair of the Board |
|
|
|
|
|
|
|
|
|
|
|
Lead Independent Director |
|
|
|
|
|
|
|
|
|
|
|
Chair Nomination and Compensation Committee (since AGM 2020) |
|
|
|
|
|
|
|
|
|
|
|
Chair Nomination Committee (until AGM 2020) |
|
|
|
|
|
|
|
|
|
|
|
Member Audit Committee |
|
|
|
|
|
|
|
|
|
|
|
Member Compensation Committee (until AGM 2020) |
|
|
|
|
|
|
|
|
|
|
|
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 contributions 1) |
|
Total aggregate amount |
|
STI 2) |
|
LTI 3) |
|
Social / pension contributions |
|
Total aggregate amount |
|
|
|
EC members |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
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 30.06.2022 |
|
Financial year ended 30.06.2021 |
|
BoD |
|
|
|
|
|
Aebischer Thomas 1) |
|
100 |
|
|
|
Birgersson Jens |
|
2,085 |
|
1,919 |
|
Brecht-Bergen Stephanie |
|
220,489 |
|
220,323 |
|
Cadonau Riet |
|
8,630 |
|
7,015 |
|
Daeniker Daniel |
|
2,020 |
|
1,854 |
|
Dubs Karina 2) |
|
|
|
99,913 |
|
Gummert Hans |
|
1,095 |
|
929 |
|
Heppner John |
|
1,283 |
|
1,117 |
|
Hess Hans |
|
2,156 |
|
1,790 |
|
Liu John Y. |
|
238 |
|
72 |
|
Mankel Christine |
|
220,699 |
|
220,533 |
|
Total BoD |
|
458,795 |
|
555,465 |
|
EC |
|
|
|
|
|
Berninger Alwin |
|
371 |
|
339 |
|
Bewick Stephen |
|
335 |
|
312 |
|
Brinker Bernd 3) |
|
|
|
1,964 |
|
Häberli Andreas |
|
2,636 |
|
2,530 |
|
Housten Alex |
|
747 |
|
617 |
|
Jones Andy 4) |
|
233 |
|
|
|
Kelterborn Kaspar 5) |
|
48 |
|
|
|
Lee Jim-Heng 6) |
|
2,865 |
|
2,725 |
|
Mörtl Mathias 7) |
|
- |
|
|
|
Soussan Sabrina 8) |
|
|
|
1,233 |
|
Zocca Stefano |
|
2,464 |
|
2,368 |
|
Total EC |
|
9,699 |
|
12,088 |
1) BoD Member as of 12 October 2021
2) BoD Member until 12 October 2021
3) EC Member until 31 March 2022
4) EC Member as of 12 January 2022
5) EC Member as of 1 April 2022
6) CEO as of 1 January 2022
7) EC Member as of 1 December 2021
8) CEO until 31 December 2021