Compensation for the business year 2019

Audited by PwC Switzerland

Board of Directors

The Members of the Board of Directors received cash compensation of CHF 1.143 million in the year under review (previous year: CHF 1.159 million). In addition, a total of 1’501 GF registered shares with a total market value of CHF 1.472 million were allocated (previous year: 1’500 GF shares with a market value of CHF 1.180 million). Together with other benefits, the total compensation paid to the Board of Directors in 2019 amounted to CHF 2.735 million (previous year: CHF 2.449 million).

Compensation Members of the Board of Directors 2019

Tabelle anzeigen Tabelle ausblenden
Show table Hide table

 

 

Compensation

 

 

 

 

 

 

 

 

Cash compensation

 

Share-based compensation

 

 

 

 

 

 

 

 

Basis fee 1

 

Committee fees

 

Number of shares

 

Share-based compensation 2

 

Other benefits 3

 

Total compensation 2019 4

 

Total compensation 2018 4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andreas Koopmann

 

70

 

200

 

300

 

295

 

24

 

589

 

528

Chairman Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chairman Nomination Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hubert Achermann

 

70

 

80

 

150

 

147

 

12

 

309

 

279

Chairman Audit Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gerold Bührer 5

 

21

 

16

 

45

 

44

 

3

 

84

 

251

Vice Chairman Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Member Audit Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Roman Boutellier

 

70

 

20

 

150

 

147

 

9

 

246

 

216

Member Compensation Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Riet Cadonau

 

70

 

20

 

150

 

147

 

12

 

249

 

219

Member Nomination Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Roger Michaelis

 

93

 

30

 

150

 

147

 

14

 

284

 

254

Member Audit Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eveline Saupper

 

70

 

40

 

150

 

147

 

13

 

270

 

240

Chairwoman Compensation Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yves Serra 6

 

49

 

21

 

106

 

104

 

7

 

181

 

Vice Chairman Board of Directors 7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Member Audit Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jasmin Staiblin

 

70

 

20

 

150

 

147

 

12

 

249

 

219

Member Compensation Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zhiqiang Zhang

 

93

 

20

 

150

 

147

 

14

 

274

 

243

Member Nomination Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

676

 

467

 

1’501

 

1’472

 

120

 

2’735

 

2’449

(all in CHF 1’000 and stated in gross amounts, except column “Number of shares”)

1 The basis fees include reimbursements for international travel amounting to CHF 22’500 for Mr. Roger Michaelis and for Mr. Zhiqiang Zhang.

2 The share-based compensation consists in the allocation of a fixed number of shares. The amount of the share-based compensation is calculated based on the share value on 31 December 2019, i.e. CHF 983.00.

3 Other benefits represent employer contributions to social insurance funds.

4 The total compensation includes the cash compensation, the share-based compensation and the contribution to social insurance funds.

5 Board of Director until 17 April 2019

6 Board of Director as of 18 April 2019

7 As of 18 April 2019, the additional fee for Board Vice-Chairmanship was discontinued

The compensation paid to the Board of Directors for the year 2019 was higher compared to previous year. The increase results from the difference in the value of the shares (CHF 983.00 on 31 December 2019 compared to CHF 786.50 on 31 December 2018) only. The compensation system for the Board of Directors remained unchanged compared to previous year.

At the 2018 Annual Shareholders’ Meeting, shareholders approved a maximum aggregate compensation amount of CHF 3.750 million (based on a share value of CHF 1’600.00) for the Board of Directors for the compensation period from the 2018 Annual Shareholders’ Meeting until the 2019 Annual Shareholders’ Meeting. For this period, the effective compensation amounted to CHF 2.540 million (based on a share value of CHF 786.50 for the period in 2018 and CHF 983.00 for the period in 2019) and is thus within the approved limits.

At the 2019 Annual Shareholders’ Meeting, shareholders approved a maximum aggregate compensation amount of CHF 3.750 million for the Board of Directors for the compensation period from the 2019 Annual Shareholders’ Meeting until the 2020 Annual Shareholders’ Meeting. This compensation period is not yet completed, a conclusive assessment will be provided in the 2020 Compensation Report.

In the reporting year, no further compensation was paid to Members of the Board of Directors and no compensation was paid to parties closely related to Members of the Board of Directors.

Executive Committee

The Members of the Executive Committee received cash, share-based compensation, social security and pension contributions amounting to CHF 7.488 million for the year under review (previous year: CHF 8.417 million) compared to a total amount of CHF 10.531 million approved by the shareholders at the 2018 Annual Shareholders’ Meeting. 

Under the LTI plan, 1’644 performance shares with a total value at grant of CHF 1.628 million were granted to Members of the Executive Committee for the year under review (previous year: 1’752 performance shares with a total value of CHF 1.378 million).

Compensation Members of the Executive Committee 2019

Tabelle anzeigen Tabelle ausblenden
Show table Hide table

 

 

Fixed salary in cash

 

Short-term incentive (STI) in cash 2

 

EPS dependent performance shares PS(EPS)

 

rTSR dependent performance shares PS(rTSR)

 

Share-based remuneration (LTI) 3

 

Social insurance funds 4

 

Pension funds 5

 

Total compensation 2019 6

 

Total compensation 2018 7

Executive Committee 1

 

2’788

 

1’858

 

822

 

822

 

1’628

 

395

 

819

 

7’488

 

8’417

Of whom Andreas Müller, CEO (highest individual compensation) 6

 

673

 

547

 

248

 

248

 

488

 

110

 

188

 

2’006

 

3’197

(all in CHF 1’000 and stated in gross amounts, except columns “EPS dependent performance shares” and “rTSR dependent performance shares”)

1 The compensation of the Executive Committee includes the compensation for Yves Serra as Member of the Executive Committee until 17 April 2019. His compensation as Member of the Board of Director, since 18 April 2019, is disclosed in the table Compensation Members of the Board of Directors 2019. The compensation of the Executive Committee also includes the compensation for Mads Joergensen (Executive Committee member since 18 April 2019).

2 The STI is based on the STI plan. The STI for the 2019 business year was approved by the Board of Directors on 20 February 2020. Payment will be made in March 2020.

3 The share-based compensation is based on the LTI plan. The disclosed value corresponds to the grant value of the 2019 LTI (that is granted on 1 January 2020) and is calculated based on the share value on 31 December 2019, i.e. CHF 983.00. The value of the share-based compensation for Yves Serra as CEO is calculated based on the share value on the date of his retirement from the Executive Committee (17 April 2019), i.e. CHF 1’036.00.

4 The social insurance funds expenses represent employer contributions to social security. The amounts indicated are based on the compensation amounts disclosed in the table (including the value at grant of the share-based remuneration).

5 The pension funds expenses represent employer contributions to pension funds.

6 The total compensation includes the fixed salary, the STI, the share-based compensation, as well as social and pension contributions.

7 Total compensation 2019 indicates total compensation for Andreas Müller as acting CEO in 2019. Total compensation 2018 indicates total compensation for Yves Serra as acting CEO in that year.

The total compensation for the CEO and the other Members of the Executive Committee in 2019 was lower than in 2018, which can be explained by the following factors:

The ratio between fixed and awarded variable compensation in 2019 was as follows:

CEO Compensation for 2019

Amounts in CHF 1’000

Executive Committee Compensation for 2019

Amounts in CHF 1’000

For a former Executive Committee member a compensation amounting to CHF 543’323 was paid in the year 2019, reflecting the compensation for the remainder of the notice period (not included in the figures above).

No compensation was paid to parties closely related to Members of the Executive Committee.

Performance in 2019

Short-term incentive 2019

The achievement of the business objectives for the 2019 short-term incentive is as follows:

Tabelle anzeigen Tabelle ausblenden
Show table Hide table

 

 

Strategic goal

 

Hurdle 1

 

Achievement/ payout factor 2

Business Objectives

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporation level

 

 

 

 

 

73%

Organic sales growth

 

3-5%

 

1%

 

0%

EBIT margin

 

9-10%

 

6%

 

96%

ROIC

 

20-24%

 

14%

 

86%

 

 

 

 

 

 

 

Division level

 

 

 

 

 

 

Organic sales growth

 

Not disclosed 3

 

Not disclosed 3

 

0%-9%

EBIT margin

 

Not disclosed 3

 

Not disclosed 3

 

70%-148%

ROIC

 

Not disclosed 3

 

Not disclosed 3

 

0%-150%

1 Achievements below the hurdle result in zero payout for the respective business objective; for the organic sales growth objective, the payout for reaching the hurdle starts at 0%, while it starts at 50% for reaching the hurdle for the objectives EBIT margin and ROIC.

2 Adjusted for items relating to structural measures in the division GF Casting Solutions

3 Those targets and hurdles are not disclosed as they are considered commercially sensitive and confidential

Weighted achievement/payout factor

graphic

Overall payout of 89% of target for the CEO and of 64% to 130% of target for the other EC members.

Shareholdings of the Members of the Board of Directors and of the Executive Committee

The information on shareholdings of the Members of the Board of Directors and of the Executive Committee is included in the chapter Compensation and shareholdings.

Loans to Members of governing bodies

Neither GF Ltd nor its Corporate Companies granted any guarantees, loans, advances, or credit facilities to Members of the Board of Directors or the Executive Committee or related parties in the year under review. As of 31 December 2019, no loans to Members of the Board of Directors or the Executive Committee or related parties were outstanding.

In order to give you a better experience GF uses cookies. Use of cookies & Disclaimer

https://annual-report.georgfischer.com/19/wp-json/wp/v2/posts/