The actual compensation paid to the BoD for the financial year 2023/24 decreased by 5% compared to the previous year. This is mainly due to one BoD member who stepped down from his duties effective 31 December 2023 and who was not replaced for the remainder of the period until the AGM 2024.
|
|
|
BoD compensation FY 23/24 |
|
BoD compensation FY 22/23 |
||||||||
|
|
|
Compen- sation 1,3 |
|
|
|
|
|
Compen- sation 1,4 |
|
|
|
|
|
|
|
Basic compensation |
Additional compensation (committees, special tasks) |
Social benefits 2 |
Total (CHF) |
of which in shares (CHF) 3 |
|
Basic compensation |
Additional compensation (committees, special tasks) |
Social benefits 2 |
Total (CHF) |
of which in shares (CHF) 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BoD |
|
|
|
|
|
|
|
|
|
|
|
|
|
Svein Richard Brandtzaeg (BoD Member since AGM 2022) |
|
635,000.00 |
0.00 |
106,650.18 |
741,650.18 |
299,847.20 |
|
200,833.33 |
55,000.00 |
45,432.22 |
301,265.55 |
94,813.40 |
|
Chair Board (since May 2023) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice-Chair Board (since AGM 2022) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lead Independent Director (from AGM 2022 until April 2023) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Chair Nomination and Compensation Committee (since AGM 2022) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas Aebischer |
|
190,000.00 |
80,000.00 |
18,108.28 |
288,108.28 |
107,636.47 |
|
190,000.00 |
50,000.00 |
16,331.73 |
256,331.73 |
105,691.80 |
|
Vice-Chair of the Board (since May 2023) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Member Pension Fund Committee (since May 2023) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Member Audit Committee (until AGM 2022) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Chair Audit Committee (since AGM 2022) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Jens Birgersson |
|
190,000.00 |
20,000.00 |
0.00 |
210,000.00 |
137,632.07 |
|
190,000.00 |
20,000.00 |
0.00 |
210,000.00 |
121,834.20 |
|
Member Audit Comittee |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephanie Brecht-Bergen |
|
190,000.00 |
20,000.00 |
0.00 |
210,000.00 |
89,735.87 |
|
190,000.00 |
20,000.00 |
0.00 |
210,000.00 |
121,834.20 |
|
Member Nomination and Compensation Committee |
|
|
|
|
|
|
|
|
|
|
|
|
|
Hans Gummert |
|
190,000.00 |
77,572.94 |
0.00 |
267,572.94 |
89,735.87 |
|
190,000.00 |
78,921.57 |
0.00 |
268,921.57 |
89,761.80 |
|
Member Audit Committee |
|
|
|
|
|
|
|
|
|
|
|
|
|
John Y. Liu |
|
190,000.00 |
0.00 |
12,976.91 |
202,976.91 |
89,735.87 |
|
190,000.00 |
0.00 |
13,082.18 |
203,082.18 |
89,761.80 |
|
Kenneth Lochiatto (BoD Member since AGM 2022) |
|
190,000.00 |
20,000.00 |
0.00 |
210,000.00 |
119,731.47 |
|
126,666.67 |
13,333.33 |
0.00 |
140,000.00 |
59,813.40 |
|
Member Nomination and Compensation Committee (since AGM 2022) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ines Pöschel (BoD Member since AGM 2023) |
|
126,666.67 |
13,333.33 |
9,004.84 |
149,004.84 |
107,889.60 |
|
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
|
Member Nomination and Compensation Committee (since AGM 2023) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Regelski (BoD Member since AGM 2022) |
|
190,000.00 |
0.00 |
0.00 |
190,000.00 |
89,735.87 |
|
126,666.67 |
0.00 |
0.00 |
126,666.67 |
59,813.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Riet Cadonau (BoD Member until April 2023) |
|
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
|
544,166.67 |
16,666.67 |
35,376.90 |
596,210.23 |
256,395.90 |
|
Chair Board (until April 2023) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Member Pension Fund Committee (until April 2023) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel Daeniker (BoD Member until AGM 2023) |
|
63,333.33 |
6,666.67 |
4,812.93 |
74,812.93 |
29,742.47 |
|
190,000.00 |
33,333.33 |
16,497.29 |
239,830.63 |
105,691.80 |
|
Chair Audit Committee (until AGM 2022) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Member Audit Committee (since AGM 2022) |
|
|
|
|
|
|
|
|
|
|
|
|
|
John Heppner (BoD Member until AGM 2022) |
|
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
|
63,333.33 |
6,666.67 |
0.00 |
70,000.00 |
29,948.40 |
|
Member Nomination and Compensation Commitee |
|
|
|
|
|
|
|
|
|
|
|
|
|
Hans Hess (BoD Member until AGM 2022) |
|
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
|
63,333.33 |
30,000.00 |
6,684.03 |
100,017.36 |
29,948.40 |
|
Vice-Chair of the Board (until AGM 2022) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lead Independent Director (until AGM 2022) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Chair Nomination and Compensation Committee (until AGM 2022) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Christine Mankel (BoD Member until AGM 2022) |
|
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
|
63,333.33 |
0.00 |
0.00 |
63,333.33 |
56,710.80 |
|
Till Reuter (BoD member from AGM 2023 until December 2023) |
|
47,500.00 |
55,000.00 |
6,745.55 |
109,245.55 |
22,254.80 |
|
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
|
Member Audit Committee (from AGM 2023 until December 2023) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total BoD |
|
2,202,500.00 |
292,572.94 |
158,298.70 |
2,653,371.64 |
1,183,677.53 |
|
2,328,333.33 |
323,921.57 |
133,404.35 |
2,785,659.25 |
1,222,019.30 |
1) Compensation for the employer representative on the Swiss pension fund (Riet Cadonau until April 2023 and Thomas Aebischer since May 2023) 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 58,922 (AGM 2022/23) and CHF 57,573 (AGM 2023/24) 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), two Board members (Thomas Aebischer, Riet Cadonau) are/were insured in the company pension fund.The BoD members are financing both the employee and employer contributions to the pension fund 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 2023, May 2024, and November 2024). Shares are awarded based on a fixed monetary amount of CHF 300,000 for the Board Chair and 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 409.30 for the shares transferred in November 2023 and CHF 483.80 for the shares transferred in May 2024).
4) The compensation for the reporting period is paid out in three installments (November 2022, May 2023, and November 2023). Shares are awarded based on a fixed monetary amount of CHF 300,000 for the Board Chair 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 318.60 for the shares transferred in November 2022 and CHF 393.10 for the shares transferred in May 2023).
At the AGM 2023, the shareholders approved a maximum aggregate amount of CHF 3,200,000 for the BoD compensation period from the AGM 2023 until the AGM 2024. The compensation effectively paid for the portion of this term of office included in this Compensation Report (October 2023–30 June 2024) is within the limit approved by the shareholders. A conclusive assessment for the entire period will be included in the Compensation Report 2024/25.
At the AGM 2022, the shareholders approved a maximum aggregate amount of CHF 3,200,000 for the BoD for the compensation period from the AGM 2022 until the AGM 2023. The compensation effectively paid was CHF 2,480,000 and is within the limit approved by the shareholders.
As of 30 June 2024 and in compliance with the Articles of Incorporation, no loans or credits were granted to current or former BoD members, or parties closely related to them.
In comparison to the previous year, total direct compensation (TDC) of the EC has increased by 29%. There are several factors that impacted the level of actual compensation paid to the EC in the 2023/24 financial year, which are summarized in the explanatory comments to the compensation table below.
|
|
|
EC compensation FY 23/24 |
|
EC compensation FY 22/23 |
|||||||
|
|
|
EC Members |
Total CHF |
|
EC Members |
Total CHF |
|||||
|
|
|
Till Reuter, CEO 1 |
Jim Heng Lee 2 |
Other EC 3 |
Former EC 4 |
|
|
Jim Heng Lee |
Other EC |
Former EC 5 |
|
|
Fixed compensation |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed basic payment |
|
500,004.00 |
856,711.36 |
1,980,848.80 |
874,084.23 |
4,211,648.39 |
|
850,008.00 |
3,572,216.00 |
262,437.75 |
4,684,662.00 |
|
Benefits and social / pension contributions 6 |
|
61,327.55 |
228,331.46 |
539,492.96 |
304,262.98 |
1,133,414.95 |
|
342,806.00 |
911,427.00 |
89,760.00 |
1,343,993.00 |
|
Total aggregate amount |
|
561,331.55 |
1,085,042.82 |
2,520,341.76 |
1,178,347.21 |
5,345,063.33 |
|
1,192,814.00 |
4,483,643.00 |
352,198.00 |
6,028,655.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STI 7 |
|
635,112.12 |
1,053,692.89 |
2,000,969.39 |
786,013.78 |
4,475,788.18 |
|
410,826.00 |
1,610,513.00 |
125,684.00 |
2,147,023.00 |
|
LTI 8 |
|
490,673.10 |
859,108.34 |
1,741,459.09 |
0.00 |
3,091,240.53 |
|
491,407.00 |
1,499,814.00 |
0.00 |
1,991,221.00 |
|
Social / pension contributions |
|
111,063.55 |
225,378.49 |
724,655.69 |
202,399.43 |
1,263,497.16 |
|
183,864.00 |
602,133.00 |
42,987.00 |
828,984.00 |
|
Total aggregate amount |
|
1,236,848.78 |
2,138,179.72 |
4,467,084.17 |
988,413.21 |
8,830,525.87 |
|
1,086,097.00 |
3,712,459.00 |
168,671.00 |
4,967,227.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
1,798,180.32 |
3,223,222.54 |
6,987,425.93 |
2,166,760.42 |
14,175,589.21 |
|
2,278,911.00 |
8,196,102.00 |
520,869.00 |
10,995,882.00 |
1 Till Reuter was appointed CEO as of 1 January 2024. His compensation is disclosed for the period 1 January until 30 June 2024. His contractual annual base salary is 1 mCHF. The STI payment is paid out on a p. r. t. basis. In addition, a pro-rata LTI grant was made at the time of his onboarding to account for his eligibility to an LTI grant for the period between onboarding and the end of the current reporting period.
2 Jim Heng Lee was the CEO from 1 July until 31 December 2023 and stepped down as CEO per January 2024. The compensation reflects the compensation paid for the full reporting period as the contractual employement period ends per December 2024. As of November 2023, a portion of his base compensation was paid in China and the base salary in CHF reduced to the same extent. Both the payment in China and Switzerland remained stable in local currency. The amount reported for the portion paid in CNY in China fluctuated due to currency exchange resulting in an increase in reported base compensation of CHF 6’711 compared to the basic payment made for the period 1 July until 31 December 2023. The long-term incentive compensation was granted in September 2023 when he was still the CEO. The number of PSU vesting will be pro-rated based on time served, however, with no accellerated vesting.
3 Fixed basic payment includes a temporary monthly allowance for an EC member assuming additional ad interim responsiblites of the vacant COO position. The amount was determined considering the difference between the incumbent’s compensation for the current role and the benchmark for the COO role in the respective market.
4 Includes the compensation of former EC members until the end of the contractual employment period and reflects the contractual obligations.Includes final settlement payment following employment termination, for one EC member. STI payments were made in line with applicable STI policy and applicable legislations and paid p. r. t. until the end of the respective contracts.
5 Includes post-employment non-compete payments, for one EC member.
6 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, housing contributions, long-service payments, annual leave payments and one-time relocation allowances. For reporting period 2022/23 includes the fees for the interim CFO until December 2022, who did not receive any variable compensation.
7 The short-term incentive reported is paid after the end of the respective reporting year.
8 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.
Changes in EC composition: Till Reuter succeeded Jim-Heng Lee as CEO with effect from 1 January 2024. Jim Heng Lee stepped down from the EC per end of December 2023. His employment ends per December 2024. Steve Bewick was promoted CCO effective 1 of July 2023; Alexander Housten, took over the role of COO effective 1 July 2023, and has left dormakaba per mid-February 2024; Stefano Zocca, assumed an interim responsibility as COO from January 2024 in addition to his role as President KWO until a permanent successor was instated in August 2024.
Considering all changes, a total of ten EC members received compensation in the reporting year (2022/23: 12 EC members in total). Of the total number of EC members in the reporting period, 5 were active at the end of the reporting period.
Compensation changes: These were mainly driven by promotions or enlarged scope. For three EC members, the total target direct compensation was increased by 22% overall to bring compensation in line with the substantially larger or new scope in responsibilities and considering respective market levels. No other changes to EC compensation were made in the reporting period. The compensation increase of total target direct compensation of all EC members was 7% overall.
STI payout: The STI payout formula is based on the achievement of pre-determined performance objectives (as described under section 3.1). The STI payout of the CEO and EC members reflects the development of the Group's organic net sales, adjusted EBITDA margin and adjusted ROCE, which are the main drivers of the STI payout.
The payout amount increased by 108% compared to the amount reported for the previous reporting period for the following reasons: the STI payout of EC members is 123% of the STI target on average (previous year: 70%). The STI plan for 2023/24 is based on the achievement of three financial goals at global level. Two of these goals were achieved clearly above target, particularly regarding the adjusted ROCE, and thus the payout reflects the increased company performance. Further, one EC member did not receive a payout in the prior reporting period due to his leaving the company.
The achievement per KPI is outlined in the STI performance section below.
LTI grant in September 2023: The grant size (nominal value) for each participant including the CEO was set as a monetary amount strictly considering the organization level and external benchmark for a similar function in the relevant market, the positioning of the individual’s total direct compensation compared to that benchmark and the target pay mix for the position (as described under section 3.2).
The total grant amount reported is 55% higher compared to the amount reported for the previous reporting period for the following reasons: Jim Heng Lee received a full LTI grant as CEO in September 2023. The grant he received in the previous reporting period was pro-rated for the period of 1 January to 30 June 2022. Furthermore, a pro-rata grant was awarded to Till Reuter as CEO to account for his eligibility to an LTI grant for the period 1 January to 30 June 2024. Three EC members received higher grants in September 2023 due to them assuming significantly expanded scope of responsibilities or new roles. For two EC members who left in the reporting year, the full grant is disclosed although the forfeiture rules set out in section 3.2 will apply.
The STI performance achievement and payout range for the performance objectives (as described under section 3.1) is illustrated in the table below. As this represents commercially sensitive information, no further details on the required achievement levels are disclosed.
The calculation of the short-term incentive is determined based on key performance indicators as reported in the financial statements.
|
Performance Indicators |
Achievement % |
Payout Factor % |
Payout % |
|||||||||
|
|
|
|
Threshold |
Target |
Maximum |
|||||||
|
Organic net sales growth (1/3) |
2.949 MCHF 1) |
67.9% |
|
|
|
b |
|
|
|
|
|
|
|
EBITDA Margin (1/3) |
14.7% |
119.4% |
|
|
|
|
|
b |
|
|
|
|
|
ROCE (1/3) |
29.0% |
195.8% |
|
|
|
|
|
|
|
|
|
b |
|
Total weighted achievement |
|
127.7% |
|
|
|
|
|
|
b |
|
|
|
1) At constant currency exchange rate.
dormakaba’s strong performance in financial year 2023/24 is reflected in the STI overall performance factor of 127.7% for the Group.
The performance share units granted under the long-term incentive in September 2020 vested in September 2023 based on the EPS growth (50% weight) and the TSR ranking (50% weight) over the three-year vesting period at a total vesting level of 27.13%. Further information can be found in the compensation report FY 2020/21.
In accordance with the LTI plan rules, the EPS calculation may be adjusted for extraordinary items in accordance with Alternative Performance Measures (APM) adjusted for Items Affecting Comparability (IAC) and must be approved by the Board.
The performance per KPI and the payout level at vesting is illustrated below. Details regarding the targets for grants of September 2019 and 2018 can be found in the compensation reports of the respective grant years.
|
Grant |
Vesting |
rTSR |
EPS |
Total Performance |
Share price at grant |
Share price at vesting |
||
|
|
|
Ranking |
Payout Factor |
Performance |
Payout Factor |
Vesting Factor |
|
|
|
Sep 20 |
Sep 23 |
24.07% |
0.00% |
81.7% 1) |
54.25% |
27.13% |
584.00 |
463.50 |
1) Average weighted GDP growth was 2.3%.
Variable compensation forms a major part of total direct compensation (TDC). The percentage of overall compensation paid to the EC (all members including leavers) as variable compensation in the reporting year was 64% (excluding benefits and social security contributions) and represents an increase compared to prior yearʼs at 47%. Variable equity-based compensation (excluding EC members who joined dormakaba after the grant or who were no longer eligible for a grant) accounted for 31% of the TDC (previous year: 27%). This is in line with the compensation strategy and the pay-for-performance principles.
The table below represents the pay mix of the CEO and EC actual annual base pay and STI and LTI (excluding benefits and social security).
At the AGM 2022, the shareholders approved a maximum aggregate amount of CHF 19,300,000 for the EC for the financial year 2023/24. The compensation effectively awarded of CHF 14,175,589 is within the limit approved by the shareholders.
As of 30 June 2024, in compliance with the Articles of Incorporation, no loans or credits were granted by dormakaba to current or former EC members, or parties closely related to them.
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.
As of 30 June 2024, all BoD and EC members comply with the respective share ownership guidelines.
|
Number of shares |
|
Financial year ended 30.06.2024 |
|
Financial year ended 30.06.2023 |
|
BoD |
|
|
|
|
|
Brandtzaeg Svein Richard |
|
844 |
|
168 |
|
Aebischer Thomas |
|
669 |
|
430 |
|
Birgersson Jens |
|
2,792 |
|
2,491 |
|
Brecht-Bergen Stephanie |
|
221,097 |
|
220,895 |
|
Daeniker Daniel 1 |
|
- |
|
2,379 |
|
Gummert Hans |
|
1,552 |
|
1,350 |
|
Liu John Y. |
|
695 |
|
493 |
|
Lochiatto Kenneth |
|
606 |
|
114 |
|
Poeschel Ines 2 |
|
202 |
|
- |
|
Regelski Michael |
|
316 |
|
114 |
|
Total BoD |
|
228,773 |
|
228,434 |
|
EC |
|
|
|
|
|
Bewick Stephen |
|
501 |
|
449 |
|
Guardiola Magín |
|
1,282 |
|
1,258 |
|
Häberli Andreas 3 |
|
- |
|
2,696 |
|
Housten Alex 4 |
|
- |
|
922 |
|
Johansson Christina |
|
470 |
|
- |
|
Lee Jim-Heng 5 |
|
- |
|
3,896 |
|
Reuter Till 6 |
|
46 |
|
- |
|
Zocca Stefano |
|
2,795 |
|
2,717 |
|
Total EC |
|
5,094 |
|
11,938 |
1 BoD Member until 5 October 2023
2 BoD Member as of 5 October 2023
3 EC Member until 30 June 2023
4 EC Member until 16 February 2024
5 CEO until 31 December 2023
6 Board Member from 5 October until 31 December 2023, CEO as of 1 January 2024