Architecture of compensation
Compensation of the Board of Directors
The compensation regulation applicable to the Board of Directors is reviewed every two to three years based on competitive market practice and its basic structure is kept as constant as possible.
In order to guarantee the independence of the members of the Board of Directors in executing their supervisory duties, their compensation is fixed and does not contain any performance-related component. The annual overall compensation for each member of the Board of Directors depends on the responsibilities carried out in the year under review. The compensation is partially delivered in cash (fee) and in restricted shares.
Compensation model: Board of Directors
Members of the Board receive a fixed fee and additional fees for special tasks such as vice-chairmanship of the Board, committee chairmanship or committee membership. The fees are paid in cash in January for the previous calendar year. Actual expenditures are reimbursed against receipts.
In addition, each member of the Board receives a fixed number of GF shares. The value of the share-related compensation is calculated on the basis of the closing share price on the last trading day of the reporting year. Those shares are granted at the end of December and are blocked for a period of five years.
The compensation of the Board of Directors is subject to regular social security contributions and is not pensionable.
Compensation of the Executive Committee
The principles of compensation of the Executive Committee members, as described in the chapter Principles of compensation, are set out in a regulation and retain their validity for several years. They were last reviewed by the Compensation Committee in 2017.
The compensation of the Executive Committee includes the following elements:
- –Fixed base salary in cash
- –Benefits such as pension and social insurance funds
- –Performance-related short-term incentive in cash
- –Share-based remuneration (long-term incentive)
Compensation model: Executive Committee
Fixed base salary
The fixed base salary is determined primarily on the basis of the following factors:
- –Scope and complexity of the role, as well as the skills required to perform the function;
- –Skills, experience and performance of the individual in the function;
- –External market value of the function.
Fixed base salaries of the Executive Committee members are reviewed every year on the basis of those factors and adjustments are made according to market developments and to the company’s affordability.
The short-term incentive is a variable incentive designed to reward the achievement of business objectives of the Corporation and its divisions, as well as the fulfillment of individual performance objectives as defined within the MBO process, over a time horizon of one year.
The business objectives are set by the Board of Directors in accordance with the long-term strategy. They include absolute financial figures and are set for a period of several years in order to ensure sustainable and long-term performance. The business objectives are: organic sales growth (excluding acquisitions and divestitures), EBIT margin (EBIT in relation to sales), and Return on Invested Capital (ROIC). The following rules apply:
- –The short-term incentives are expressed as a target in % of annual fixed base salary;
- –The maximum short-term incentive amounts to 150% of the target short-term incentive;
- –The achievement for each objective is capped at 150%;
- –The highest weight is on the organization, the executive is responsible for;
- –These challenging weights, hurdles, and targets are defined on a divisional level to reflect the difference in businesses.
For each objective, the Board of Directors sets a target level and a threshold level (hurdle) of achievement under which there is no payout. While the hurdles and the targets are valid for a period of several years, the achievement against those is measured on a yearly basis and leads to a payout factor for this portion of the variable incentive. The hurdle for the ROIC is set on a level clearly over the weighted average cost of capital (WACC) of the Corporation.
The individual objectives are set within the MBO process at the beginning of the year. These objectives are clearly measurable, not duplicating the financial targets, and are set in three different categories:
- –Strategic goals: such as, for example in 2017, the elaboration of the America strategy;
- –Operational: such as, for example, the implementation of strategic topics like digitalization, launching of corporate training initiatives, acquisitions and divestments, large reorganizations, if any;
- –Personal: such as, for example, personal improvements and/or trainings, succession planning.
Among the MBO related objectives at least one is related to Sustainability (for example ensuring 0% accident rate).
At the end of the year, the achievement against each individual objective is assessed and leads to a payout factor for this portion of the variable short-term incentive.
The short-term incentive plan regulation includes the provision of forfeiture in case of dismissal based on fraud.
Short-term incentive in % of annual fixed base salary
The target short-term incentive amounts to 100% of the annual fixed base salary for the Chief Executive Officer and to 60% of the annual fixed base salary for the other members of the Executive Committee. Short-term incentive payouts are capped at 150% of target level.
The weighting of the business and individual objectives for the Chief Executive Officer and the other Executive Committee members is described in the following table:
Weighting of the business and individual objectives (target level of performance/payout factor)
Thresholds and targets for the corporate business objectives
Long-term incentive (share-based remuneration)
GF introduced as per 1 January 2017 a new long-term, performance-based plan, the so-called Long-Term Incentive Plan (LTI-Plan) which has been endorsed by the Compensation Committee and approved by the Board of Directors.
The metrics of the LTI-Plan have been designed to fit with GF’s Strategy targets, focusing on long-term sustainable value creation for employees, company, customers, and shareholders.
The CEO and members of the Executive Committee are granted performance shares (PS). The vesting of the PS is subject to meeting two specific performance achievements over prospective three years, followed by a two-year blocking period. The incentive is based on two Key Performance Indicators, Earnings per Share (EPS) and relative Total Shareholder Return (rTSR), both measured in relation to defined benchmarks, in order to:
- –Align the interests with those of GF’s shareholders;
- –Allow to participate in the long-term success of GF;
- –Foster and support a high-performance culture.
The initial grant is expressed as a number of shares for the CEO and for members of the Executive Committee, based on the length of employment in the year x. The number of granted shares will be equally divided into a number of EPS-related performance shares (PS(EPS)) and a number of rTSR-related performance shares (PS(rTSR)), as follows:
After the vesting period of three years, the PS will be blocked for two years (blocking period).
For the year x, the PS are granted on 1 January, year x+1 (grant date). The grant value of the shares is based on the closing share price on the last trading day of the previous year. The vesting of the PS is subject to meeting the following performance criteria:
Vesting of the PS(EPS)
The Key Performance Indicator (KPI) for the EPS-related performance shares for the LTI-Plan year x is defined as follows:
The factor 1.04 reflects the average of the growth rate of 3% to 5% outlined in the GF Strategy 2020.
The vesting conditions are as follows:
- –If KPI(EPS) = 100%, 100% of the granted PS(EPS) will vest at the vesting date;
- –If KPI(EPS) = 150%, 200% of the granted PS(EPS) will vest at the vesting date (cap);
- –For values in between the calculation is linear.
- –If KPI(EPS) = 70%, 50% of the granted PS(EPS) will vest at the vesting date;
- –If KPI(EPS) < 70%, all granted PS(EPS) will forfeit (threshold);
- –For values in between the calculation is linear.
Share buybacks or capital increases will be neutralized and will have no impact on the EPS value. The vesting date of the granted PS(EPS) is defined as the day three years
after the grant date and five working days after the official disclosure of the
EPS value of the business year x+3.
Vesting of the PS(rTSR)
For the LTI-Plan year x:
TSR is measured with a starting value of the Volume Weighted Average Shareprice (VWAP) over the first 30 trading days of the year and an ending value of the VWAP over the last 30 trading days of the year. Relativity is measured against the SMI-Mid group of companies (benchmark group).
As there is no obvious peer group for GF given its diversified portfolio, the Board of Directors decided to select the SMI-Mid as the benchmark group for comparability reasons. Companies belonging to the SMI-Mid are comparable in terms of organizational size and market capitalization; in addition this index reflects best the economic environment for companies listed in Switzerland.
The ranking is evaluated on an annual basis. At the end of the vesting period, the final ranking of GF amongst the benchmark group results from the average annual rankings over the three-year vesting period.
- –Ranking at the median of the benchmark group leads to 100% vesting of the granted PS(rTSR);
- –Ranking as number 1 within the benchmark group leads to 200% vesting of the granted PS(rTSR);
- –Ranking at the lower end of the 2nd quartile of the benchmark group leads to 50% vesting of the granted PS(rTSR);
- –Ranking in the 1st quartile of the benchmark group leads to a forfeiting of the granted PS(rTSR);
- –For results in between the calculation is linear.
The vesting date of the granted PS(rTSR) is coincidental with the vesting date of the granted PS(EPS).
Summary LTI-Plan year x
In case of dismissal by GF due to cause, the vested shares will remain blocked until the end of the respective blocking periods; the unvested PS as well as the grant for the year the employment ends will forfeit.
The shares of the share-based compensation program are either treasury shares or are repurchased on the market.
Benefits consist primarily of retirement and insurance plans that are designed to provide reasonable retirement remuneration as well as a reasonable level of protection against risks such as death and disability. All members of the Executive Committee have a Swiss employment contract and participate in the pension fund of GF offered to all Swiss-based employees, in which only the fixed base salary is insured. The pension fund exceeds the minimum legal requirement of the Swiss Federal Law on Occupational Retirement, Survivors and Disability Pension Plans (BVG) and is in line with commensurate market practice. For top-management positions, including the members of the Executive Committee, an early retirement plan is in place. The plan is entirely financed by the employer and is administered by a Swiss foundation. Beneficiaries may opt for early retirement from the age of 60, provided that they are enrolled with the Swiss Social Security and have been employed by GF at least for ten years. Ordinary retirement is at age 65.
Members of the Executive Management do not receive special benefits. They are entitled to a representation lump-sum allowance and to reimbursement of business expenses in accordance to the expense rules applicable to all employees at management levels employed in Switzerland. The expense regulation has been approved by the relevant cantonal tax authorities.
The contractual agreements with the Chief Executive Officer and the Executive Committee members foresee a notice period of maximum twelve months. There are no entitlements to severance payments.