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).

 

 

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)

 

 

 

 

 

 

 

 

 

 

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

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