4 Compensation in the financial year
4.1 Compensation of the Board of Directors (2021/2022 term of office)
At the Annual General Meeting on April 21, 2021, a maximum amount of CHF 1.30 million was approved for the total compensation and benefits for the Board of Directors for the 2021/2022 term of office; the actual total compensation and benefits of the members of the Board of Directors amounts to CHF 1.16 million, which also corresponds to CHF 0.14 million less than in the previous year (with one member less during the reporting year).
The business unit (BU) committees established in 2019 were not continued in 2021. However, as in the previous year, the reorganization of the Conzzeta Pension Fund resulted in an additional workload for Dr. Roland Abt, which was compensated with CHF 7,500 for the 2021 financial year. These costs are borne by the Conzzeta Pension Fund and are not declared in the Compensation Report.
No loans or credits were granted to members of the Board of Directors or related parties in the reporting year.
Information on the shareholdings of the members of the Board of Directors can be found in the Notes to the Financial Statements of Bystronic AG.
The following tables lists the compensation of the individual members of the Board of Directors for the 2021/22 (7 members) and 2020/21 (8 members) terms of office.
Compensation of the members of the Board of Directors for the 2021/2022 term of office
Compensation of Board of Directors for the 2021/2022 term of office |
Base fee in cash |
|
Base fee in shares |
1 |
Committee fee |
|
Benefits |
|
Total compensation and benefits |
2 |
|
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ernst Bärtschi Chairman of the Board of Directors |
175.0 |
|
175.1 |
|
|
|
39.1 |
|
389.2 |
|
|
Dr. Roland Abt Chairman of the Audit Committee |
45.0 |
|
51.1 |
|
40.0 |
3 |
19.1 |
|
155.2 |
|
|
Dr. Matthias Auer Member of the Audit Committee |
45.0 |
|
51.1 |
|
15.0 |
|
9.7 |
|
120.8 |
|
|
Dr. Heinz Baumgartner Member of the Human Resources Committee |
45.0 |
|
51.1 |
|
15.0 |
|
16.2 |
|
127.3 |
|
|
Urs Riedener Chairman of the Human Resources Committee |
45.0 |
|
51.1 |
|
30.0 |
|
18.0 |
|
144.1 |
|
|
Jacob Schmidheiny |
45.0 |
|
51.1 |
|
|
|
8.8 |
|
104.9 |
|
|
Robert F. Spoerry Member of the Human Resources Committee |
45.0 |
|
51.1 |
|
15.0 |
|
9.5 |
|
120.6 |
|
|
Total |
445.0 |
|
481.7 |
|
115.0 |
|
120.4 |
|
1,162.1 |
|
|
1 In total, 377 shares will be transferred to the members of the Board of Directors at the average share price of CHF 1,278.40; the transferred shares will remain blocked for a period of 4 years.
On April 26, 2021, the blocking on a total of 739 shares of current and former members of the Board of Directors was lifted; these shares were transferred in 2017.
2 The total compensation will be paid out latest 10 days after the Annual General Meeting on April 26, 2022.
3 The transition from Conzzeta to Bystronic requires the Board of Directors to oversee operational processes. To compensate for this additional workload, the Board of Directors granted Dr. Roland Abt an additional fee of CHF 10.0 thousand.
Compensation of the members of the Board of Directors for the 2020/2021 term of office
Compensation of Board of Directors for the 2020/2021 term of office |
Base fee in cash |
|
Base fee in shares |
1 |
Committee fee |
|
Benefits |
|
Total compensation and benefits |
2 |
|
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ernst Bärtschi - Chairman of the Board of Directors - Member of the Bystronic Committee - Member of the FoamPartner Committee - Member of the Mammut Committee |
199.2 |
|
200.8 |
|
|
|
41.0 |
|
441.0 |
|
|
Dr. Roland Abt - Chairman of the Audit Committee - Member of the Bystronic Committee |
44.0 |
|
51.0 |
|
30.0 |
|
17.6 |
|
142.6 |
|
|
Dr. Matthias Auer Member of the Audit Committee |
44.0 |
|
51.0 |
|
10.0 |
|
9.2 |
|
114.2 |
|
|
Michael König Member of the FoamPartner Committee |
44.0 |
|
51.0 |
|
10.0 |
|
15.3 |
|
120.3 |
|
|
Philip Mosimann Chairman of the Human Resources Committee |
44.0 |
|
51.0 |
|
20.0 |
|
9.8 |
|
124.8 |
|
|
Urs Riedener - Member of the Human Resources Committee - Member of the Mammut Committee |
44.0 |
|
51.0 |
|
20.0 |
|
16.5 |
|
131.5 |
|
|
Jacob Schmidheiny |
44.0 |
|
51.0 |
|
|
|
8.7 |
|
103.7 |
|
|
Robert F. Spoerry Member of the Human Resources Committee |
44.0 |
|
51.0 |
|
10.0 |
|
15.3 |
|
120.3 |
|
|
Total |
507.2 |
|
557.8 |
|
100.0 |
|
133.4 |
|
1,298.4 |
|
|
1 In total, 514 shares were transferred to the Board of Directors at the average share price of CHF 1,085.53.
On April 27, 2020, the blocking on a total of 882 shares of current and former members of the Board of Directors was lifted; these shares were transferred in 2016.
2 The total compensation was paid out latest 10 days after the Annual General Meeting on April 21, 2021.
4.2 Compensation of the Executive Committee 2021
At the Annual General Meeting on April 21, 2021, the Executive Committee of the Conzzeta Group was superseded by the new Executive Committee of the Bystronic Group. This Compensation Report documents the pro rata annual compensation of the current Executive Committee since April 22, 2021, as well as the compensation of the former Executive Committee for the entire 2021 financial year, or until the end of the employment contract of the respective member. The annual compensation of the current CEO is included on a pro rata basis in the total of the former Executive Committee for the period between January 1 and April 21, 2021 and in the total of the current Executive Committee for the remainder of the year.
For the 2021 financial year, the members of the current and former Executive Committee received a total compensation and benefits totaling CHF 7.7 million (previous year: CHF 6.0 million). This complied with the maximum total compensation for the Executive Committee of CHF 8.2 million approved at the Annual General Meeting in April 2020.
The average target achievement figure of the 2021 Short-Term Incentive (STI) of all members of the current Executive Committee is 22% above target based on the 2021 financial and individual results (previous year, excluding retention plan: 62% below target).
The short-term variable compensation for the members of the current Executive Committee amounted to between 32% and 77% of the fixed base salary (previous year, excluding retention plan: between 11% and 42%), or between 98% and 142% of the contractually agreed variable target compensation respectively (previous year: between 27% and 80%).
The 2021 EPS factor, which determines the monetary value of the share allocation for the current CEO for the 2021 financial year, is 117% (previous year: 0%). The 2020 EPS factor, which determines the monetary value of the RSU allocation for the 2021 financial year for the remaining members of the current Executive Committee, is 100% (minimum value).
The retention plan approved by the Board of Directors in the 2019 financial year for the members of the former Executive Committee in connection with the strategic realignment and the associated additional workload was concluded in the reporting year, with the exception of the final payouts which are not due until 2022.
The following overview summarizes the entitlements and payouts in connection with the retention plan (including compensation for non-competition clause):
Retention plan 2019-2022 (in thousand CHF) |
|
Entitlement (according to Compensation Report) |
|
|
Payout |
|
|
||||||||||||||
|
2019 |
|
2020 |
|
2021 |
|
2022 |
|
Total |
|
2019 |
|
2020 |
|
2021 |
|
2022 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEO (M. Willome) 1 |
|
100 |
|
694 |
|
348 |
|
0 |
|
1,142 |
|
0 |
|
0 |
|
1,142 |
|
0 |
|
1,142 |
|
Other 5 members of the former Executive Committee 2 |
|
492 |
|
913 |
|
202 |
|
0 |
|
1,607 |
|
0 |
|
292 |
|
1,014 |
|
301 |
|
1,607 |
|
Total former Executive Committee 2 |
|
592 |
|
1,607 |
|
550 |
|
0 |
|
2,749 |
|
0 |
|
292 |
|
2,156 |
|
301 |
|
2,749 |
|
1 The total amount for the former CEO under the retention plan was CHF 571 thousand. He also received an additional equal amount to compensate for his non-competition clause. The table shows both the retention plan and the compensation for the non-competition clause.
2 Excluding the current CEO (Alex Waser) who did not participate in the retention plan.
Information on the shareholdings of the members of the Executive Committee can be found in the Notes to the Financial Statements of Bystronic AG.
On December 31, 2021, there were no open loan or credit contracts between the company and members of the Executive Committee or related third parties.
The following tables show the compensation paid to the members of the Executive Committee in the reporting year and in the previous year. The table for the reporting year shows the pro rata annual compensation for the current Executive Committee of the Bystronic Group from April 22 to December 31, 2021, for the former Executive Committee of the Conzzeta Group for the 2021 financial year, and the highest individual compensation.
Compensation of the Executive Committee for the 2021 financial year
2021 |
Fixed compensation |
|
Variable compensation |
|
Benefits |
|
Total compensation and benefits |
|
||||
Base salary |
|
Short-term variable compensation |
4 |
Long-term share-based compensation |
|
Social security and pension plan |
9 |
Fringe benefits |
|
|
||
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Executive Committee (from April 22, 2021, 7 members) 1 |
1,455.0 |
|
680.1 |
|
316.3 |
7 |
403.3 |
|
279.7 |
|
3,134.4 |
|
Former Executive Committee (6 members) 2 |
1,824.6 |
|
1,477.4 |
5 |
590.3 |
8 |
419.2 |
|
254.9 |
10 |
4,566.4 |
|
Total current and former Executive Committee |
3,279.6 |
|
2,157.5 |
|
906.6 |
|
822.5 |
|
534.6 |
|
7,700.8 |
|
Highest individual amount: former Group CEO, M. Willome 3 |
634.3 |
|
728.6 |
6 |
253.7 |
|
145.7 |
|
77.4 |
11 |
1,839.7 |
|
1 The contractually agreed target compensation of the members of the current Executive Committee (including CEO) has solely been adjusted in the reporting year with effect from January 1, 2021.
One member joined the company as per 1 May 2021.
2 The amounts include the pro rata annual compensation for the current CEO (Alex Waser) for the period from January 1, 2021 to April 21, 2021 as well as for the former Group CEO until October 31, 2021, for the former CEO of FoamPartner until March 31, 2021 (FoamPartner divestment date), and for the former CEO of Mammut until June 30, 2021 (Mammut divestment date). For the remaining two members of the former Executive Committee, the amounts include the full financial year; their employment contracts expire on March 31, 2022.
3 Mr. Willome was in office as CEO of the Conzzeta Group until the Annual General Meeting on April 21, 2021. His employment relationship with the company ended on October 31, 2021.
4 The figures refer to the projected variable compensation for the reporting year (the payout will be effected in the following year) as well as the special allocations resulting from the retention plan (see footnotes 5 and 6).
5 Including special allocation resulting from the retention plan totaling CHF 550 thousand; within the scope of the retention plan, entitlements of former members of the Executive Committee totaling CHF 2,156 thousand were paid out in the reporting year. The members of the former Executive Committee are entitled to the contractually agreed variable target compensation (100%); the payout will be effected in the 2022 financial year or upon expiry of the employment contract of the respective member.
6 Including special allocation from the retention plan totaling CHF 348 thousand; within the framework of the retention plan, entitlements of the former CEO totaling CHF 1,142 thousand were paid out in the reporting year (including compensation for the non-competition clause). The former CEO is entitled to the contractually agreed variable target compensation (100%; pro rata until his employment terminated); the payout will be effected in the 2022 financial year.
7 The figures refer to the Restricted Share Plan (RSP) in the case of the current CEO, and to the allocated Restricted Share Units (RSU) in the reporting year in the case of the other members of the current Executive Committee, whereby one member was not yet entitled to RSUs in the reporting year due to his joining of the company during the reporting year. The EPS factor within the RSP (2021) is 117%; at a reduced allocation price of CHF 1,150.56, this translates into a transfer of 194 shares on April 1, 2022. The discount on the share price is included in the amount shown. The blocking on 128 shares of the current CEO was lifted on March 24, 2021. These shares were transferred to him in 2017.
For the 2020 financial year, the minimum EPS was not achieved, which meant that the EPS factor within the RSU Plan 2021 was 100% (=minimum); at an allocation price of CHF 1,058.53, this resulted in an allocation of a total of 196 RSUs on April 1, 2021; the RSUs are forfeitable for a period of 3 years.
In the reporting year, a total of 21 Restricted Share Units of members of the current Executive Committee have vested; these RSUs had been allocated in 2018. Of these, 11 were settled by means of a cash payment in lieu of a transfer of shares.
8 Upon termination of their employment contract, a cash payment based on the target LTI value (100%; pro rata until the expiry of the employment contract) will be made to the members of the former Executive Committee to settle their entitlement to LTI 2021 (exception: A. Waser – see footnote 7).
9 The figures for the current Executive Committee include all employer contributions to compulsory and supplementary social security plans. In contrast, as in the previous year, the figures for the former members of the Executive Committee include only pension-forming employer contributions. A common factor to both approaches is that, due to the social nature of statutory social securty plans, a significant portion of the contributions shown do to not result in benefits for the individual concerned.
10 Incl. a one-off special compensation amounting to CHF 146 thousand for losses in connection with the discontinuation of the Conzzeta pension plan for executive-level staff.
11 Incl. a one-off special compensation amounting to CHF 47 thousand for losses in connection with the discontinuation of the Conzzeta pension plan for executive-level staff.
Compensation of the Executive Committee for the 2020 financial year
2020 |
Fixed compensation |
|
Variable compensation |
|
Benefits |
|
Total compensation and benefits |
|
||||
Base salary |
|
Short-term variable compensation |
2 |
Long-term share-based compensation |
5 |
Social security and pension plan |
6 |
Fringe benefits |
|
|
||
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Committee (7 members) 1 |
2,875.3 |
|
2,150.1 |
3 |
0.0 |
|
824.1 |
|
199.7 |
|
6,049.2 |
|
Highest individual amount: Group CEO, M. Willome |
761.1 |
|
865.2 |
4 |
0.0 |
|
208.3 |
|
36.0 |
|
1,870.6 |
|
1 One member of the Executive Committee stepped down on February 28, 2020.
2 The figures refer to the special allocations resulting from the retention plan (see footnotes 3 and 4) and to the 2020 variable compensation. The variable compensation was paid out in the following year and corresponded precisely to the amounts shown.
3 Incl. special allocation resulting from the retention plan totaling CHF 1,607 thousand; within the framework of the retention plan, entitlements of former members of the Executive Committee totaling CHF 292 thousand were paid out in the 2020 financial year.
4 Incl. special allocation from the retention plan amounting to CHF 694 thousand; in the 2020 financial year, no payment was made to the former CEO within the framework of the retention plan.
5 The figures refer exclusively to the Restricted Share Plan (RSP). For the 2020 financial year, the minimum EPS value was not achieved, which means that the members of the former Executive Committee were not entitled to a share transfer for the year 2020.
6 The figures only include pension-forming contributions by the employer. Due to the social nature of statutory social security plans (in particular the Swiss OASI), a significant portion of the reported contributions does not result in benefits for the individuals concerned.