Compensation Report
The Compensation Report sets out the compensation principles, compensation programs, and the governance framework for the compensation of the Board of Directors and for the members of the Executive Committee of the Bystronic Group. In addition, the report contains detailed information on the compensation programs and the compensation paid to the Board of Directors for the 2021/2022 term of office and to the Executive Committee for the 2021 financial year.
The report conforms to the relevant provisions of the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (ERCO), the SIX Swiss Exchange Directive on Information Relating to Corporate Governance, and the Swiss Code of Best Practice for Corporate Governance published by the Swiss corporate union economiesuisse.
1 Compensation at a glance
1.2 Compensation of the Executive Committee
At the Annual General Meeting on April 21, 2021, the Executive Committee of the Conzzeta Group (hereinafter referred to as “the former Executive Committee”) was superseded by the new Executive Committee of the Bystronic Group (hereinafter referred to as “the current Executive Committee”). 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 total compensation and benefits of the current Executive Committee and the former Executive Committee, which stepped down during the reporting year, consisting of seven and six members respectively, are comprised as follows:
The following chart shows the target achievement levels with regard to the Short-Term Incentive (STI) and the Long-Term Incentive (LTI) 2021 for the members of the current Executive Committee:
The maximum amount (cap) of the short-term variable compensation (STI) is 150% of the contractually agreed target amount; the minimum level is 0%. The overall target achievement level of 122% (payout amount as a percentage of the contractually agreed target amount) is primarily attributable to the fact that the target values for total revenue were significantly exceeded in all regions. The target values for net operating assets/total revenue (NOA/TR) and the individual targets were also exceeded. However, the operating result (EBIT) remained largely below expectations.
The maximum amount (cap) of the long-term share-based compensation (LTI) stands at 150% of the contractually agreed target amount; the minimum level is 0% for the current CEO and 100% for the remaining members of the current Executive Committee, which results in a weighted value of 52%. The overall target achievement of 105% can be attributed to the fact that the adjusted EPS target 2021 for the continuing operations of Bystronic was exceeded.
The members of the former Executive Committee are entitled to the contractually agreed variable target compensation. The payment will be effected in March 2022.
The total compensation and benefits granted to the Executive Committee for the 2021 financial year lie within the maximum amount approved by the Annual General Meeting. The comparison reflects the pro rata total annual compensation and benefits of the current Executive Committee since April 22, 2021 (seven members) as well as the total compensation and benefits of the former Executive Committee (six members) for the full year 2021, or until the end of the employment contract of the respective member.
