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Compensation Report

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:

Compensation governance

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