Compensation Report
Compensation for the financial year 2022
Audited by PwC Switzerland
Board of Directors
The members of the Board of Directors received cash compensation of CHF 1.131 million in the year under review (previous year: CHF 1.070 million). In addition, a total of 26’084 GF registered shares with a total market value of CHF 1.477 million were allocated (previous year: 24’940 GF shares with a market value of CHF 1.729 million; in April 2022, a 1:20 share split was conducted and previous year figures have been adjusted accordingly). Together with other benefits, the total compensation paid to the Board of Directors in 2022 amounted to CHF 2.736 million (previous year: CHF 2.934 million).
Compensation of the members of the Board of Directors 2022
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Cash compensation |
Share-based compensation |
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Basis fee |
Committee fees |
Number of shares |
Share-based compensation 4 |
Other benefits 5 |
Total compensation 2022 6 |
Total compensation 2021 6 |
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Yves Serra |
70 |
290 |
6’000 |
339 |
32 |
731 |
781 |
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Chairman Board of Directors |
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Chairman Nomination and Sustainability Committee |
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Hubert Achermann |
70 |
128 |
3’000 |
170 |
16 |
384 |
432 |
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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 Nomination and Sustainability Committee |
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Member Compensation Committee 1 |
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Riet Cadonau |
70 |
20 |
3’000 |
170 |
14 |
274 |
313 |
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Member Compensation Committee |
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Peter Hackel |
70 |
30 |
3’000 |
170 |
14 |
284 |
324 |
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Member Audit Committee |
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Roger Michaelis |
70 |
20 |
3’000 |
170 |
14 |
274 |
313 |
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Member Compensation Committee 2 |
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Member Nomination and Sustainability Committee 1 |
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Eveline Saupper |
70 |
60 |
3’000 |
170 |
15 |
315 |
349 |
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Chairwoman Compensation Committee |
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Jasmin Staiblin |
70 |
30 |
3’000 |
170 |
14 |
284 |
324 |
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Member Audit Committee |
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Ayano Senaha 2 |
49 |
14 |
2’084 |
118 |
9 |
190 |
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Member Nomination and Sustainability Committee |
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Zhiqiang Zhang 3 |
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98 |
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Member Compensation Committee |
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Total |
539 |
592 |
26’084 |
1’477 |
128 |
2’736 |
2’934 |
All in CHF 1’000 and stated in gross amounts, except "Number of shares" column.
1 Until 20 April 2022.
2 As of 21 April 2022.
3 Former member of the Board of Directors until 21 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 2022, ie CHF 56.60.
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.
The total compensation paid to the Board of Directors in 2022 was lower compared with the previous year. This change was due to the following factor:
- Although the number of Board members increased by one compared to the previous year, the decrease in the value of the shares (CHF 56.60 on 30 December 2022 compared with CHF 69.25 on 30 December 2021) resulted in a lower compensation overall.
The compensation system for the Board of Directors was unchanged compared with the previous compensation period.
At the 2021 Annual Shareholders’ Meeting, shareholders approved a maximum aggregate compensation amount of CHF 3.140 million (based on a share value of CHF 80.00) for the Board of Directors for the compensation period from the 2021 Annual Shareholders’ Meeting until the 2022 Annual Shareholders’ Meeting. For this period, the effective compensation amounted to CHF 2.781 million (based on a share value of CHF 69.25 for the period in 2021 and CHF 56.60 for the period in 2022), and is thus within the approved limits.
At the 2022 Annual Shareholders’ Meeting, shareholders approved a maximum aggregate compensation amount of CHF 3.600 million for the Board of Directors for the compensation period from the 2022 Annual Shareholders’ Meeting until the 2023 Annual Shareholders’ Meeting. This compensation period has therefore not yet been completed, and a conclusive assessment will be provided in the 2023 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 9.418 million for the year under review (previous year: CHF 8.697 million), compared with a total amount of CHF 10.829 million approved by the shareholders at the 2021 Annual Shareholders’ Meeting.
Under the LTI plan, 31’040 performance shares with a total value at grant of CHF 2.160 million were granted to members of the Executive Committee for the year under review (previous year: 39’760 performance shares with a total value of CHF 2.055 million; in April 2022, a 1:20 share split was conducted and previous year figures have been adjusted accordingly).
Compensation of the members of the Executive Committee 2022
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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 5 |
Total compen- sation 2022 6 |
Total compen- sation 2021 |
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Executive Committee |
3’128 |
3’060 |
15’520 |
15’520 |
2’160 |
506 |
552 |
12 |
9’418 |
8’697 |
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Of whom Andreas Müller, CEO 7 |
920 |
1’266 |
5’960 |
5’960 |
830 |
176 |
148 |
0 |
3’340 |
3’142 |
All in CHF 1’000 and stated in gross amounts, except the "EPS dependent performance shares" and "rTSR dependent performance shares" columns, which are stated as number of shares.
1 The STI is based on the STI plan. The STI for the 2022 business year was approved by the Board of Directors on 23 February 2023. Payment will be made in March 2023.
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 2022, ie CHF 69.59. In April 2022, a 1:20 share split was conducted. The figures have been adjusted accordingly.
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 Based on the company's regulation for all employees, two members of the Executive Committee received a jubilee gift that is reflected in the table based on its fair value.
6 The total compensation includes the fixed base salary, the STI, the share-based compensation, social and pension contributions, as well as other compensation.
7 Highest individual compensation.
The total compensation for the CEO and the other members of the Executive Committee in 2022 was higher than in 2021. 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 appropriately increased in line with market practice and the result of the benchmark analysis conducted in 2021. Taking the increase for the year under review into consideration, fixed base salary is at mid-market benchmark level, while total direct compensation (including variable compensation elements STI and LTI on target level) is slightly below;
- STI: The financial performance of the Corporation and the divisions was higher in 2022 compared with 2021, which resulted in a higher STI payout, despite raised targets (see details in the section Performance in 2022). For the year under review, the STI payout for the CEO was CHF 1’266’000 (STI for the CEO in 2021 was CHF 1’146’000) and CHF 3’060’000 for the Executive Committee (incl. CEO; STI for the Executive Committee incl. CEO in 2021 was CHF 2’674’000). The overall payout for the Executive Committee is based on target achievements in the range from 130.2% to 139.1% (84% to 136.5% in 2021);
- LTI: The overall value of the share-based remuneration increased from last year in line with the fixed base salary increase as the grant amount is linked to the fixed base salary;
- 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 2022 was as follows:
CEO compensation for 2022
in CHF 1’000
Executive Committee compensation (incl. CEO) for 2022
in CHF 1’000
No compensation was paid to parties closely related to members of the Executive Committee.
Performance in 2022
Short-term incentive – Business objectives
Corporation level
Division level
Short-term incentive – Sustainability
Sustainability measures have been implemented successfully during 2022 and the organization has made significant progress on the roadmap to achieve its long-term goals. The following are examples of some of the most important achievements with regard to the sustainability measures (see further details in the section Sustainability key figures 2022 of the Sustainability Report):
- 63% of sales delivered social or environmental benefits to GF's customers (see details in the section Product portfolio of the Sustainability Report);
- The science-based targets initiative has validated GF's GHG emission reduction targets and the measures for scope 1 and 2 emissions were implemented successfully (see details in the section Science Based Targets initiative (SBTi) of the Sustainability Report);
- In addition, the accident rate target was achieved due to a reduction in the number of accidents (see details in the section Safety and well-being of the Sustainability Report);
- Furthermore, GF increased the amount of renewable energy at its facilities to 31%, which contributed significantly to the reduction of scope 1 and 2 emissions (see details in the section Actions for managing energy and mitigating climate impact of the Sustainability Report).
GF’s global operations have been assessed according to the 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. In 2022, GF further improved the TCFD-aligned risk assessment, adding a financial quantification to material climate-related risks and opportunities.
Overall, the achievement of the individual sustainability objectives exceeded the ambitious targets and ranged from 118.0%–137.0% of target.
Short-term incentive – Individual objectives
The targets of the individual objectives for the members of the Executive Committee set for the year 2022 have been surpassed and reached 125.2% of target on average. Key individual achievements have been:
Strategic objectives
- Strengthening of the North American presence;
- Successful integration and further development of recently acquired businesses;
- Increase of businesses in resilient end markets, eg share of e-mobility orders and non-revenue water applications;
- Development of new business segments.
Operational objectives
- Product launches on time and reaching set sales targets in time;
- Implementation of lean management initiative with clear operational benefits;
- Successful ramp-up of new facilities within budget and on time;
- Significant improvements in challenging operation and production facilities;
- Further improvement of ERP and IT systems.
Value and culture change initiative
- Evolving culture to further strengthen GF's learning and performance capabilities;
- Diversity and inclusion activities reaching pre-set targets.
Short-term incentive – Overall payout
The overall payout of the business, sustainability and individual objectives amounts to 130.2% to 139.1% of target for the Executive Committee (incl. CEO). No discretionary adjustments have been made.
Long-term incentive vesting overview
LTI 2019
The performance period for the LTI 2019 ended at the end of 2022 with the following vesting levels of the performance measures:
- The performance factor calculated based on the average EPS in the years 2020, 2021, 2022 (performance period) and the average EPS in 2017, 2018, 2019, resulted in a ratio of 71.46%, which corresponds to a vesting level of 0%;
- With regard to the rTSR performance, Georg Fischer ranked at 7th for 2020 and at 7th for 2021 and at 17th for 2022 in the SMI MID. The rTSR average percentile ranking of Georg Fischer in 2020, 2021 and 2022 (performance period) in the SMI MID 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 2018
For reference, the LTI 2018 (performance period ended at the end of 2021) resulted in an overall vesting level of 65.37%.
Audited by PwC Switzerland
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.
As at 31 December 2022, a total of 392’684 shares (previous year adjusted for share split: 356’540 shares) were held by the Board of Directors and the Executive Committee, corresponding to 0.5% of issued shares (previous year: 0.4%).
The shares of the share-based compensation program are either treasury shares or repurchased on the market.
There are no outstanding convertible bonds, and GF has issued no options.
Loans to members of the governing bodies
Neither Georg Fischer Ltd nor its GF 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 2022, no loans to members of the Board of Directors or the Executive Committee, or related parties were outstanding.
Functions of the members of the Board of Directors
Further activities and functions of the members of the Board of Directors are listed in the Members of the Board of Directors section in the Corporate Governance Report.
Functions of the members of the Executive Committee
Further activities and functions of the members of the Executive Committee are listed in the Members of the Executive Committee section in the Corporate Governance Report.
Equal pay analyses
Information about equal pay analyses can be found in the Nomination and Sustainability Committee section in the Corporate Governance Report.