6 Compensation and shareholdings
Board of Directors
The Members of the Board of Directors received cash compensation of CHF 1.009 million in the year under review (previous year: CHF 1.143 million). In addition, a total of 1’396 GF registered shares with a total market value of CHF 1.591 million were allocated (previous year: 1’501 GF shares with a market value of CHF 1.472 million). Together with other benefits, the total compensation paid to the Board of Directors in 2020 amounted to CHF 2.726 million (previous year: CHF 2.735 million).
Compensation Members of the Board of Directors 2020
|
|
Cash compensation 1 |
Share-based compensation |
|
|
|
||
|
|
Basis fee |
Committee fees |
Number of shares |
Share-based compensation 2 |
Other benefits 3 |
Total compensation 2020 4 |
Total compensation 2019 4 |
|
|
|
|
|
|
|
|
|
|
Yves Serra |
67 |
142 |
257 |
293 |
22 |
524 |
181 |
|
Chairman Board of Directors 6 |
|
|
|
|
|
|
|
|
Chairman Nomination and Sustainability Committee 6 |
|
|
|
|
|
|
|
|
Vice-Chairman Board of Directors 5 |
|
|
|
|
|
|
|
|
Member Audit Committee 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andreas Koopmann |
20 |
57 |
88 |
100 |
8 |
185 |
589 |
|
Chairman Board of Directors 5 |
|
|
|
|
|
|
|
|
Chairman Nomination Committee 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hubert Achermann |
67 |
104 |
150 |
171 |
15 |
357 |
309 |
|
Vice-Chairman Board of Directors 6 |
|
|
|
|
|
|
|
|
Independent Lead Director 6 |
|
|
|
|
|
|
|
|
Chairman Audit Committee |
|
|
|
|
|
|
|
|
Member Nomination and Sustainability Committee 6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roman Boutellier |
20 |
6 |
44 |
50 |
3 |
79 |
246 |
|
Member Compensation Committee 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Riet Cadonau |
67 |
19 |
150 |
171 |
13 |
270 |
249 |
|
Member Compensation Committee 6 |
|
|
|
|
|
|
|
|
Member Nomination Committee 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Hackel |
47 |
20 |
107 |
122 |
10 |
199 |
84 |
|
Member Audit Committee 6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger Michaelis |
67 |
22 |
150 |
171 |
14 |
274 |
284 |
|
Member Nomination and Sustainability Committee 6 |
|
|
|
|
|
|
|
|
Member Audit Committee 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eveline Saupper |
67 |
38 |
150 |
171 |
14 |
290 |
270 |
|
Chairwoman Compensation Committee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jasmin Staiblin |
67 |
26 |
150 |
171 |
14 |
278 |
249 |
|
Member Audit Committee 6 |
|
|
|
|
|
|
|
|
Member Compensation Committee 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhiqiang Zhang |
67 |
19 |
150 |
171 |
13 |
270 |
274 |
|
Member Compensation Committee 6 |
|
|
|
|
|
|
|
|
Member Nomination Committee 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
556 |
453 |
1’396 |
1’591 |
126 |
2’726 |
2’735 |
(all in CHF 1'000 and stated in gross amounts, except "Number of shares" column)
1 Includes a temporary reduction in cash compensation implemented in 2020 in order to contribute to a solidarity-fund of the GF Corporation intended to mitigate hardship caused by short-time work due to the COVID-19 pandemic.
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 2020, i.e. CHF 1'140.00.
3 Other benefits represent employer contributions to social insurance funds.
4 The total compensation includes the cash compensation (basis and committee fees), the share-based compensation and the contribution to social insurance funds.
5 Until 15 April 2020
6 As of 16 April 2020
The total compensation paid to the Board of Directors for the year 2020 was slightly lower compared with the previous year. Although the value of the shares increased (CHF 1’140.00 on 31 December 2020 compared with CHF 983.00 on 31 December 2019), the number of board members declined by one compared with the previous year, which contributed to a slightly lower compensation overall.
Except for the Board Vice-Chairmanship fee that was discontinued after the 2019 Annual Shareholders’ Meeting and the implementation of the Independent Lead Director fee in 2020, the compensation system for the Board of Directors was unchanged compared with the previous year.
At the 2019 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 2019 Annual Shareholders’ Meeting until the 2020 Annual Shareholders’ Meeting. For this period, the effective compensation amounted to CHF 2.774 million (based on a share value of CHF 983.00 for the period in 2019 and CHF 1’140.00 for the period in 2020) and is thus within the approved limits.
At the 2020 Annual Shareholders’ Meeting, shareholders approved a maximum aggregate compensation amount of CHF 3.450 million for the Board of Directors for the compensation period from the 2020 Annual Shareholders’ Meeting until the 2021 Annual Shareholders’ Meeting. This compensation period is not yet completed, a conclusive assessment will be provided in the 2021 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, pension contributions, and other compensation amounting to CHF 7.415 million for the year under review (previous year: CHF 7.488 million) compared with a total amount of CHF 10.531 million approved by the shareholders at the 2019 Annual Shareholders’ Meeting.
Under the LTI plan, 1’764 performance shares with a total value at grant of CHF 1.977 million were granted to Members of the Executive Committee for the year under review (previous year: 1’644 performance shares with a total value of CHF 1.628 million).
Compensation of the members of the Executive Committee 2020
|
|
Fixed salary in cash 2 |
Short-term incentive (STI) in cash 3 |
EPS dependent performance shares PS(EPS) |
rTSR dependent performance shares PS(rTSR) |
Share-based remuneration (LTI) 4 |
Social insurance funds 5 |
Pension funds 6 |
Other compen- sation 7 |
Total compen- sation 2020 8 |
Total compen- sation 2019 9 |
|
Executive Committee 1 |
2’948 |
1’466 |
882 |
882 |
1’977 |
407 |
541 |
76 |
7’415 |
7’488 |
|
Of whom Andreas Müller, CEO (highest individual compensation) |
811 |
540 |
350 |
350 |
798 |
133 |
146 |
71 |
2’499 |
2’006 |
(all in CHF 1'000 and stated in gross amounts, except the "EPS dependent performance shares" and "rTSR dependent performance shares" columns stated as number of shares)
1 The compensation of the Executive Committee in 2020 includes an overlap in compensation for Ivan Filisetti (Executive Committee member since 1 July 2020) and Pascal Boillat (retired by end of September 2020).
2 Includes a temporary reduction in fixed salary implemented in 2020 in order to contribute to a solidarity-fund of the GF Corporation intended to mitigate hardship caused by short-time work due to the COVID-19 pandemic.
3 The STI is based on the STI plan. The STI for the 2020 financial year was approved by the Board of Directors on 25 February 2021. Payment will be made in March 2021.
4 The share-based compensation is based on the LTI plan. The disclosed value corresponds to the grant value of the 2020 LTI (that is granted on 1 January 2021) and is calculated based on the share value on 31 December 2020, i.e. CHF 1'140.00. The value of the share based compensation for Pascal Boillat is calculated on the date of his retirement (30 September 2020), i.e. CHF 959.00.
5 The social insurance funds expenses represent employer social security contributions. The amounts indicated are based on the compensation amounts disclosed in the table (including the value at grant of the share-based remuneration).
6 The pension funds expenses represent employer pension funds contributions.
7 Based on the company's regulation for all employees, the CEO received a jubilee premium for 25 years of employment with the company. A further member of the Executive Committee received a retirement gift that is reflected in the table based on its fair value.
8 The total compensation includes the fixed salary, the STI, the share-based compensation, social and pension contributions, as well as other compensation.
9 Compensation for Andreas Müller was not for the full financial year as CEO as he started in this position on 18 April 2019; the same applies to the compensation for Mads Joergensen who started as CFO on 18 April 2019.
The total compensation for the CEO and the other Members of the Executive Committee in 2020 was lower than in 2019. The change in the compensation was due to the following factors:
- Fixed salary: Fixed salaries increased slightly, mainly due to the change in the composition of the Executive Committee. Firstly, the CEO was in his role for the full year 2020 (compared with eight months as CEO and four months as CFO in 2019). Secondly, Ivan Filisetti was promoted to become the new President of GF Machining Solutions as of 1 July 2020, succeeding Pascal Boillat, who retired from the company on 30 September 2020 (overlapping compensation during three months). Finally, the fixed salaries of the CEO and Members of the Executive Committee were increased in line with market practice.
- STI: The financial performance of the Corporation and the divisions was lower in 2020 compared with 2019, which resulted in a lower STI payout (see details in the Performance in 2020 section).
For the year under review, the STI payout for Andreas Müller was CHF 540’000, which corresponds to 64% of target and 42% of the maximum STI (STI for the CEO in 2019 was CHF 547’000 for eight months as CEO and four months as CFO, which corresponded to 89% of target and 59% of maximum STI). For the other Members of the Executive Committee, the STI ranged from 49% to 96% of target (64% to 130% in 2019). - LTI: The overall value of the share-based remuneration increased by 21% from last year. First of all, the CEO received 700 PSU (compared with 496 PSU in 2019) in order to gradually align his LTI compensation to market practice and reflects a full-year grant (compared with a pro-rata grant in 2019). Secondly, the share price was higher in 2020 (CHF 1’140.00 on 31 December 2020 compared with CHF 983.00 on 31 December 2019). The number of PS granted to each other Member of the Executive Committee remained unchanged compared with previous year.
- Please note that a significant portion of the social security payments of the employer to the Swiss social security system represents a solidarity payment as the individuals will never get any return or benefit due to these payments.
The ratio between fixed and awarded variable compensation in 2020 was as follows:
CEO Compensation for 2020
Amounts in CHF 1’000
Executive Committee Compensation for 2020
Amounts in CHF 1’000
No compensation was paid to parties closely related to Members of the Executive Committee.
Performance in 2020
Short-term incentive 2020
The achievement of the business objectives for the 2020 short-term incentive is as follows:
|
|
Strategic goal |
Hurdle 1 |
Achievement/ payout factor 2 |
|
Business Objectives |
|
|
|
|
|
|
|
|
|
Corporation level |
|
|
25% |
|
Organic sales growth |
3-5% |
1% |
0% |
|
EBIT margin |
9-10% |
6% |
63% |
|
ROIC |
20-24% |
14% |
0% |
|
|
|
|
|
|
Division level |
|
|
|
|
Organic sales growth |
Not disclosed 3 |
Not disclosed 3 |
0% |
|
EBIT margin |
Not disclosed 3 |
Not disclosed 3 |
0%-133% |
|
ROIC |
Not disclosed 3 |
Not disclosed 3 |
0% |
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, mainly in the division GF Casting Solutions
3 Those targets and hurdles are not disclosed as they are considered commercially sensitive and confidential
Shareholdings of members of the Board of Directors, Executive Committee, or persons related to them
Related persons and companies are defined as family members and persons or companies over which a significant influence can be exercised. Transactions with related persons and companies must be settled at prevailing market terms.
Apart from the compensation paid to the Board of Directors and the Executive Committee and the regular contributions to the various pension fund institutions, no transactions with related persons or companies took place.
Shareholdings Board of Directors
|
|
|
Number of Georg Fischer registered shares as of 31 Dec. 2020 |
Number of Georg Fischer registered shares as of 31 Dec. 2019* |
|
|
|
|
|
|
Yves Serra 1 |
Chairman Board of Directors Chairman Nomination and Sustainability Committee |
8’745 |
8’488 |
|
Hubert Achermann 2 |
Vice Chairman Board of Directors Chairman Audit Committee Member Nomination and Sustainability Committee |
989 |
856 |
|
Riet Cadonau |
Member Compensation Committee |
705 |
555 |
|
Peter Hackel 3 |
Member Audit Committee |
107 |
|
|
Roger Michaelis |
Member Nomination and Sustainability Committee |
1’306 |
1’156 |
|
Eveline Saupper |
Chairwoman Compensation Committee |
1’367 |
1’217 |
|
Jasmin Staiblin |
Member Audit Committee |
1’484 |
1’334 |
|
Zhiqiang Zhang |
Member Compensation Committee |
889 |
2’376 |
|
Total Directors |
|
15’592 |
15’982 |
* The number of Georg Fischer registered shares amounted to 22'429 in 2019 and included the number of registered shares of Andreas Koopmann (Chairman Board of Directors and Chairman Nomination Committee until 15 April 2020) of 3'059 and the number of registered shares of Roman Boutellier (Member Compensation Committee until 15 April 2020) of 3'388.
1 Chairman Board of Directors and Chairman Nomination and Sustainability Committee since the Annual Shareholders' Meeting 2020 (since 16 April 2020).
2 Vice Chairman Board of Directors and Member Nomination and Sustainability Committee since the Annual Shareholders' Meeting 2020 (since 16 April 2020).
3 Member Audit Committee since the Annual Shareholders' Meeting 2020 (since 16 April 2020).
Shareholdings Executive Committee
|
|
|
Number of Georg Fischer registered shares as of 31 Dec. 2020 |
Number of Georg Fischer registered shares as of 31 Dec. 2019* |
|
|
|
|
|
|
Andreas Müller |
CEO, Head of Corporate Development |
410 |
410 |
|
Mads Joergensen |
CFO, Head of Corporate Finance & Controlling |
440 |
410 |
|
Joost Geginat |
President of GF Piping Systems |
259 |
100 |
|
Carlos Vasto |
President of GF Casting Solutions |
112 |
112 |
|
Ivan Filisetti 1 |
President of GF Machining Solutions |
680 |
|
|
Total Executive Committee |
|
1’901 |
1’032 |
* The number of Georg Fischer registered shares amounted to 1'782 in 2019 and included the number of registered shares of Pascal Boillat (Member Executive Committee until 30 June 2020) of 750.
1 Member Executive Committee since 1 July 2020.
The registered shares transferred as part of share-based compensation to the Executive Committee are blocked for at least five years.
As of 31 December 2020, members of the Senior Management registered a total of 22’244 shares of Georg Fischer Ltd. A total of 39’737 Georg Fischer shares were held by the Board of Directors, the Executive Committee, and the Senior Management as of 31 December 2020, corresponding to 0.97% of issued shares.
Neither Georg Fischer Ltd nor its Corporate Companies granted any guarantees, loans, advances, or credit facilities to members of the Executive Committee or the Board of Directors or related parties.
Compensation has not involved the allocation of options to current or past members of the Executive Committee or Board of Directors. Neither they nor any related persons possess option rights allocated by GF. As of 31 December 2020, the members of the Executive Committee held no option rights for Georg Fischer registered shares.
In 2020, GF did not make any severance payments to members of the Board of Directors or Executive Committee who left the company in the period under review or earlier.