Compensation Report
Compensation for the financial year 2021
Audited by PwC Switzerland
Board of Directors
The Members of the Board of Directors received cash compensation of CHF 1.070 million in the year under review (previous year: CHF 1.009 million). In addition, a total of 1’247 GF registered shares with a total market value of CHF 1.729 million were allocated (previous year: 1’396 GF shares with a market value of CHF 1.591 million). Together with other benefits, the total compensation paid to the Board of Directors in 2021 amounted to CHF 2.934 million (previous year: CHF 2.726 million).
Compensation Members of the Board of Directors 2021
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Cash compensation 3 |
Share-based compensation |
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Basis fee |
Committee fees |
Number of shares |
Share-based compensation 4 |
Other benefits 5 |
Total compensation 2021 6 |
Total compensation 2020 6,7 |
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Yves Serra |
70 |
262 |
300 |
416 |
33 |
781 |
524 |
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Chairman Board of Directors |
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Chairman Nomination and Sustainability Committee |
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Andreas Koopmann 1 |
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185 |
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Chairman Board of Directors |
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Chairman Nomination Committee |
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Hubert Achermann |
70 |
136 |
150 |
208 |
18 |
432 |
357 |
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Vice-Chairman Board of Directors |
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Independent Lead Director |
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Chairman Audit Committee |
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Member Compensation Committee 2 |
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Member Nomination and Sustainability Committee |
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Riet Cadonau |
70 |
20 |
150 |
208 |
15 |
313 |
270 |
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Member Compensation Committee |
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Peter Hackel |
70 |
30 |
150 |
208 |
16 |
324 |
199 |
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Member Audit Committee |
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Roger Michaelis |
70 |
20 |
150 |
208 |
15 |
313 |
274 |
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Member Nomination and Sustainability Committee |
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Eveline Saupper |
70 |
54 |
150 |
208 |
17 |
349 |
290 |
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Chairwoman Compensation Committee |
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Jasmin Staiblin |
70 |
30 |
150 |
208 |
16 |
324 |
278 |
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Member Audit Committee |
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Zhiqiang Zhang |
22 |
6 |
47 |
65 |
5 |
98 |
270 |
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Member Compensation Committee 2 |
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Roman Boutellier 1 |
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79 |
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Member Compensation Committee |
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Total |
512 |
558 |
1’247 |
1’729 |
135 |
2’934 |
2’726 |
All in CHF 1’000 and stated in gross amounts, except "Number of shares" column.
1 Former member of the Board of Directors until 15 April 2020.
2 Until 21 April 2021.
3 As of 22 April 2021.
4 The share-based compensation consists of 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 2021, i.e. CHF 1’385.00.
5 Other benefits represent employer contributions to social insurance funds.
6 The total compensation includes the cash compensation (basis and committee fees), the share-based compensation and the contribution to social insurance funds.
7 The amounts in the Total compensation 2020 column include 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.
The total compensation paid to the Board of Directors in 2021 was higher compared with the previous year. This change was due to the following factors:
- Although the number of board members declined by one compared to the previous year, the increase in the value of the shares (CHF 1’385.00 on 31 December 2021 compared with CHF 1’140.00 on 31 December 2020) and the increase of the fees for the Board Chairmanship and for the Chairmanship of the Compensation Committee, which has been based on a benchmark analysis among the defined peer group, resulted in a higher compensation overall;
- In 2020, the cash compensation was temporarily reduced due to the COVID-19 pandemic.
Except for the adjustment to the fees for the Board Chairmanship, for the Chairmanship of the Compensation Committee, and for the Chairmanship of the Nomination & Sustainability Committee, the compensation system for the Board of Directors was unchanged compared with the previous year.
At the 2020 Annual Shareholders’ Meeting, shareholders approved a maximum aggregate compensation amount of CHF 3.450 million (based on a share value of CHF 1’600.00) for the Board of Directors for the compensation period from the 2020 Annual Shareholders’ Meeting until the 2021 Annual Shareholders’ Meeting. For this period, the effective compensation amounted to CHF 2.767 million (based on a share value of CHF 1’140.00 for the period in 2020 and CHF 1’385.00 for the period in 2021), and is thus within the approved limits.
At the 2021 Annual Shareholders’ Meeting, shareholders approved a maximum aggregate compensation amount of CHF 3.140 million for the Board of Directors for the compensation period from the 2021 Annual Shareholders’ Meeting until the 2022 Annual Shareholders’ Meeting. This compensation period has therefore not yet been completed, and a conclusive assessment will be provided in the 2022 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, and social security and pension contributions amounting to CHF 8.697 million for the year under review (previous year: CHF 7.415 million), compared with a total amount of CHF 10.531 million approved by the shareholders at the 2020 Annual Shareholders’ Meeting.
Under the LTI plan, 1’988 performance shares with a total value at grant of CHF 2.055 million were granted to Members of the Executive Committee for the year under review (previous year: 1’764 performance shares with a total value of CHF 1.977 million).
Compensation Members of the Executive Committee 2021
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Fixed base salary in cash |
Short-term incentive (STI) in cash 1 |
EPS dependent performance shares PS(EPS) 2 |
rTSR dependent performance shares PS(rTSR) 2 |
Share-based compen- sation (LTI) 2 |
Social insurance funds 3 |
Pension funds 4 |
Other compen- sation |
Total compen- sation 2021 5 |
Total compen- sation 2020 6 |
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Executive Committee |
2’974 |
2’674 |
994 |
994 |
2’055 |
473 |
521 |
0 |
8’697 |
7’415 |
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Of whom Andreas Müller, CEO 7 |
884 |
1’146 |
385 |
385 |
796 |
168 |
148 |
0 |
3’142 |
2’499 |
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 STI is based on the STI plan. The STI for the 2021 business year was approved by the Board of Directors on 22 February 2022. Payment will be made in March 2022.
2 The share-based compensation is based on the LTI plan. The number of PS granted corresponds to the target LTI amount (90% of the annual fixed base salary for the CEO, 60% of the annual fixed base salary for the other Members of the Executive Committee) divided by the average Georg Fischer share closing price of the last 60 trading days prior to the grant date on 1 January 2021, i.e. CHF 1’033.72.
3 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).
4 The pension funds expenses represent employer contributions to pension funds.
5 The total compensation includes the fixed base salary, the STI, the share-based compensation, social and pension contributions, as well as other compensation.
6 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. Compensation for Ivan Filisetti was not for the full financial year 2020, as he was promoted to the Executive Committee on 1 July 2020.
7 Highest individual compensation.
The total compensation for the CEO and the other Members of the Executive Committee in 2021 was higher than in 2020. The change in the compensation was due to the following factors:
- Fixed base salary: The fixed base salaries of the CEO and Members of the Executive Committee were increased in line with market practice and the result of the benchmark analysis conducted in 2021. When comparing 2021 and 2020, it should be noted that a temporary reduction in fixed salary in 2020 was implemented 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;
- STI: The financial performance of the Corporation and the divisions was higher in 2021 compared with 2020, which resulted in a higher STI payout (see details in the section Performance in 2021). For the year under review, the STI payout for the CEO was CHF 1’146’000 (STI for the CEO in 2020 was CHF 540’000) and CHF 2’674’000 for the Executive Committee (incl. CEO). The overall payout for the Executive Committee is based on target achievements in the range from 84% to 136.5% (49% to 96% in 2020);
- LTI: The overall value of the share-based remuneration increased from last year, which resulted from the change in the grant value mechanism of the new LTI plan design, implemented as per January 2021;
- 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 2021 was as follows:
CEO compensation for 2021
in CHF 1’000
Executive Committee compensation for 2021
in CHF 1’000
No compensation was paid to parties closely related to Members of the Executive Committee.
Performance in 2021
Short-term incentive – Business objectives
Corporation level
Division level
Short-term incentive – Sustainability
Sustainability measures have been implemented very successfully in 2021 and the organization has made significant progress on the roadmap to achieve its long-term targets.
For example, absolute reduction measures in line with science-based targets have been defined for Scope 1, 2, and 3 emissions for production sites globally and the achievement will now be measured over the course of the next five years. Such measures include switching to renewable energy, replacing old machines with energy efficient ones, heat recovery for processing aluminum, and adopting a bio-based product portfolio.
The roll-out of the “Be Aware – Be Safe” campaign is already showing initial signs of success, as the company continued to have no work-related fatalities.
GF’s global operations have been assessed according to TCFD (Task Force on Climate-related Financial Disclosures). The TCFD report quantifies GF’s exposure to physical risks such as rising sea levels, severe drought, heavy precipitation, etc, and identifies major transition risks and opportunities.
The achievement of the individual sustainability objectives ranged from 115% to 140% of target.
Short-term incentive – Individual objectives
Short-term incentive – Overall payout
The overall payout of the business, sustainability, and individual objectives amounts to 84% to 136.5% of target for the Executive Committee (incl. CEO). No discretionary adjustments have been made.
Long-term incentive vesting overview
LTI 2018
The performance period for the LTI 2018 ended at the end of 2021 with the following vesting levels of the performance measures:
- The performance factor calculated based on the average EPS in the years 2019, 2020, 2021 (performance period) divided by the average EPS in 2016, 2017, 2018, resulted in a ratio of 62.71%, which corresponds to a vesting level of 0% (below threshold);
- With regard to the rTSR performance, Georg Fischer ranked at 17 for the year 2019 and at 7 for 2020 and 2021 of the SMIM. The rTSR average percentile ranking of Georg Fischer in 2019, 2020, and 2021 (performance period) in the SMIM was 65.37% (Georg Fischer outperformed 65.37% of peers) and resulted in a vesting level of 130.73% of target;
- This resulted in an overall vesting level of 65.37%.
LTI 2017
For reference, the LTI 2017 (performance period ended at the end of 2020) resulted in an overall vesting level of 79.01%.
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 notes to the financial statements of Georg Fischer Ltd under 4.5 Shareholdings of Members of the Board of Directors and Executive Committee.
Loans to Members of the governing bodies
Neither Georg Fischer 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 2021, no loans to Members of the Board of Directors or the Executive Committee or related parties were outstanding.