BoD members only receive fixed compensation based on the responsibilities and time requirement of their function, without any entitlement to performance-related compensation. This ensures that the BoD remains independent while exercising its supervisory duties toward the EC. The amount of compensation for each function of the BoD is determined annually, considering market compensation trends and comparisons with other listed Swiss industrial companies that operate internationally.
The NCC regularly reviews the compensation of the BoD as well as the peer group used for compensation benchmarking studies. The most recent peer group revision was conducted in June 2022 based on the following criteria: median market capitalization, annual sales, business model, industry, and compensation practices. The peer group consisted of the following 11 companies: Bucher Industries, Clariant, Forbo, Georg Fischer, Landis+Gyr, OC Oerlikon, SFS Group, SIG Combibloc, Stadler Rail, Sulzer and Tecan. The NCC intends to conduct the next review of the peer group during financial year 2026/27.
Following the benchmark analysis conducted in 2022, the compensation of the BoD Chair was set at CHF 635,000, aligning it with the market range. Compensation for other BoD members has remained unchanged since 2020, and no adjustments are proposed for the term of office starting with the AGM 2026.
The basic compensation paid to members of the BoD comprises a cash payment and a grant of restricted shares of dormakaba Holding AG. The BoD Chair receives basic compensation of CHF 635,000, consisting of CHF 335,000 paid in cash and CHF 300,000 in restricted shares. The other members of the BoD receive basic compensation of CHF 190,000, consisting of CHF 100,000 in cash and CHF 90,000 in restricted shares. Additional fees are paid in cash for specific functions such as the chair and/or member of a BoD committee or for performing special additional tasks assigned by the BoD. No additional committee fees are due to the BoD Chair. In line with Swiss legal requirements, selected BoD members may have to be insured in the company’s pension fund. In such cases, both the employee and employer portions of the annual contributions are borne by the respective BoD member, therefore no pension cost is paid by the company.
The compensation system and levels are documented in the BoD compensation directive and are summarized in the table below.
|
Basic Compensation p.a. (in CHF) |
|
|
|
|
|
|
|
BoD Chair |
|
BoD Member |
|
in cash |
|
335,000 |
|
100,000 |
|
in restricted shares |
|
300,000 |
|
90,000 |
|
Total |
|
635,000 |
|
190,000 |
|
|
|
|
|
|
|
+ |
|
|
|
|
|
|
|
|
|
|
|
Additional Cash Compensation p.a. (in CHF) 1 |
|
|
|
|
|
|
|
Committee Chair |
|
Committee Member |
|
Audit Committee |
|
60,000 |
|
20,000 |
|
Nomination and Compensation Committee |
|
60,000 |
|
20,000 |
1) No additional committee fees are due to the BoD Chair.
The members of the BoD may elect to receive a portion of their cash compensation in the form of restricted company shares. The number of shares granted is determined based on the average closing share price over the last five trading days of the final month of the relevant compensation period. The shares are subject to a three-year restriction period, which continues to apply even after a member’s departure from the Board. In addition, share ownership guidelines require Board members to hold at least 5,000 dormakaba shares within three years of their initial election. As of 30 June, all Board members were in compliance with these requirements.
Compensation is paid to Board members on a pro rata basis twice per year. For the term of office from the AGM 2025 to the AGM 2026, the first compensation period ended on 30 April 2026, the second will end on 31 October 2026. Actual expenses incurred are reimbursed.