Compensation at a glance

Compensation for the Board of Directors

Compensation model

In order to ensure independence in their supervisory function, the members of the Board of Directors receive fixed compensation only, paid out in cash and shares that are blocked for five years.

Responsibility	Fee	Restricted shares 2

Basis fee
Board membership	CHF 70’000	3’000 shares

Additional fees
Board chairmanship 1	CHF 290’000	3’000 shares
Independent Lead Director	CHF 22’500
Audit Committee chairmanship	CHF 80’000
Audit Committee membership	CHF 30’000
Compensation Committee chairmanship	CHF 60’000
Compensation Committee membership	CHF 20’000
Nomination and Sustainability Committee chairmanship	CHF 60’000
Nomination and Sustainability Committee membership	CHF 20’000

1 The Chairman of the Board of Directors is not eligible for additional committee fees.

2 In April 2022, a 1:20 share split was conducted. The figures have been adjusted accordingly.

The compensation system for the Board of Directors does not contain any performance-related components.

Compensation awarded for 2022

The compensation awarded to the Board of Directors for the period from the Annual Shareholders’ Meeting 2021 to the Annual Shareholders’ Meeting 2022 is within the limits approved by the shareholders:

Compensation period	Amount approved	Effective amount
2021-2022	CHF 3’140’000 1	CHF 2’781’000 2
2022-2023	CHF 3’600’000 1	n/a 3

1 Based on a share value of CHF 80.00.

2 Based on a share value of CHF 69.25 for the period in 2021 and CHF 56.60 for the period in 2022.

3 Compensation period not yet completed; a conclusive assessment will be provided in the Compensation Report 2023.

Compensation for the Executive Committee

Compensation elements	Purpose	Vehicle	Period	Performance measure
Fixed compensation
Fixed base salary	Pay for the function	Cash	Monthly	Skills, experience and individual performance
Benefits	Ensure protection against risks such as death, disability and old age
Variable compensation
Short-term incentive (STI)	Pay for annual performance based on GF strategic targets	Cash	Annual	Organic sales growth Return on sales (EBIT margin) ROIC Sustainability (ESG) Individual objectives
Long-term incentive (LTI)	Pay for long-term performance Align with shareholders’ interests and GF’s strategy Participate in long-term success of the company	Performance shares	3-year vesting and additional 2-year blocking	EPS rTSR

Performance in 2022

In 2022, business momentum further accelerated and the company achieved significant sales growth as well as record profitability. Despite raised targets, the STI payout for 2022 was higher compared to the previous year.

	STI payout for 2022
EC (incl. CEO)	130.2%-139.1% of target

The vesting level of the LTI plan 2019 (performance period ended at the end of 2022) amounted to 0% for the EPS-related performance shares and 130.73% of target for the rTSR-related performance shares, resulting in an overall vesting level of 65.37%.

	Performance period	EPS-related performance shares (weighted 50% of the grant)	rTSR-related performance shares (weighted 50% of the grant)	Overall vesting level
LTI 2019	2020-2022	0% of target	130.73% of target	65.37% of target

Compensation awarded for 2022

The compensation awarded to the Executive Committee (including CEO) for 2022 is within the limits approved by the shareholders at the 2021 Annual Shareholders’ Meeting:

Compensation period	Amount approved	Effective amount
2022	CHF 10’829’000	CHF 9’418’000

CEO compensation for 2022
in CHF 1’000

Executive Committee compensation (incl. CEO) for 2022
in CHF 1’000

Compensation principles

The compensation policy applicable to the Executive Committee is designed to attract, motivate and retain talented individuals based on the following principles:

Fairness and transparency;
Pay for performance, business and sustainability strategy implementation;
Long-term orientation and alignment to shareholders’ interests;
Market competitiveness.

Compensation governance

Authority for decisions related to compensation are governed by GF’s Articles of Association;
The Board of Directors is supported by the Compensation Committee in preparing all compensation-related decisions regarding the Board of Directors and the Executive Committee;
The maximum aggregate amounts of compensation of the members of the Board of Directors and of the Executive Committee are subject to binding prospective shareholders’ votes at the Annual Shareholders’ Meeting;
In addition, the Compensation Report is subject to a retrospective consultative vote at the Annual Shareholders’ Meeting.