Annual Report 2022

4 Compensation in the financial year

4.1 Compensation of the Board of Directors for the 2022/2023 term of office

At the Annual General Meeting on April 26, 2022, a maximum amount of CHF 1.30 million was approved for the total compensation and benefits for the Board of Directors for the 2022/2023 term of office; the actual total compensation and benefits of the members of the Board of Directors amounts to CHF 1.15 million (prior year CHF 1.16 million).

No loans or credits were granted to members of the Board of Directors or related parties in the reporting year.

The following tables list the compensation of the individual members of the Board of Directors for the 2022/23 (7 members) and 2021/22 (7 members) terms of office.

Compensation of the members of the Board of Directors for the 2022/2023 term of office

Compensation of Board of Directors for the 2022/2023 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

 

 

Dr. Heinz O. Baumgartner Chairman of the Board of Directors

175.0

 

175.1

 

15.0

 

43.7

 

408.8

 

 

Dr. Roland Abt Chairman of the Audit Committee

45.0

 

50.6

 

40.0

3

12.1

 

147.7

 

 

Dr. Matthias Auer Member of the Audit Committee

45.0

 

50.6

 

15.0

 

9.7

 

120.3

 

 

Inge Delobelle

45.0

 

50.6

 

0.0

 

5.0

 

100.6

 

 

Urs Riedener Chairman of the Human Resources Committee

45.0

 

50.6

 

30.0

 

18.2

 

143.8

 

 

Jacob Schmidheiny

45.0

 

50.6

 

0.0

 

8.8

 

104.4

 

 

Robert F. Spoerry Member of the Human Resources Committee

45.0

 

50.6

 

15.0

 

9.5

 

120.1

 

 

Total

445.0

 

478.7

 

115.0

 

107.0

 

1,145.7

 

 

1 In total, 719 shares will be transferred to members of the Board of Directors at the average share price of CHF 665.63; the transferred shares will remain restricted for a period of 4 years.

  On April 25, 2022, the blocking on a total of 488 shares of current and former members of the Board of Directors was lifted; these shares were transferred in 2018.

2 The total compensation will be paid out to the members of the Board of Directors no later than ten days after the Annual General Meeting on April 25, 2023.

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 10,000.

  Dr. Roland Abt has been Chairman of the Board of Trustees of the Conzzeta Pension Fund since 2022. This function entitles him to a gross annual fee of CHF 15,000, which is not included in the amount disclosed.

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

 

0.0

 

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 O. 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

 

0.0

 

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 were transferred to members of the Board of Directors at the average share price of CHF 1,278.40; the transferred shares will remain restricted 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 was paid out to the Board of Directors in April 2022.

3 The transition from Conzzeta to Bystronic required 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 10,000.

4.2 Compensation of the Executive Committee for the 2022 financial year

For the 2022 financial year, the active and former members of the Executive Committee received total compensation and benefits totaling CHF 4.7 million (previous year: CHF 7.7 million). This complied with the maximum total compensation for the Executive Committee of CHF 6.8 million approved at the Annual General Meeting in April 2021.

The average target attainment figure of the 2022 Short-Term Incentive (STI) of all active members of the Executive Committee is 51% below target based on the 2022 financial and individual results (previous year, 22% above target).

The 2022 short-term variable compensation for the active members of the Executive Committee amounted to between 16% and 28% of the fixed base salary (previous year: between 32% and 77%), or between 39% and 68% of the contractually agreed variable target compensation (previous year: between 98% and 142%).

The EPS factor, which determines the monetary value of the share allocation for the CEO, is calculated based on the result in the reporting year and is 0% (previous year: 117%). The EPS factor, which determines the monetary value of the RSU grant for the remaining active members of the Executive Committee, is calculated based on the result in the previous year and is 120%.

On  December 31, 2022, 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 prior year shows the pro rata annual compensation for the Executive Committee of the Bystronic Group from April 22, 2021 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 2022 financial year

Compensation of the Executive Committee for the 2022 financial year

Fixed compensation

 

Variable compensation

 

Benefits

 

Total compensation and benefits

 

Base salary

 

Short-term variable compensation

 

Long-term share-based compensation

 

Social security and pension plan

1

Fringe benefits

 

 

CHF thousand

 

CHF thousand

 

CHF thousand

 

CHF thousand

 

CHF thousand

 

CHF thousand

 

Active Executive Committee (8 members) 2

2,327.8

 

528.3

3

543.3

4

519.6

 

390.2

 

4,309.2

 

Former Executive Committee (2 members) 5

180.8

 

75.3

 

45.2

 

46.0

 

25.9

 

373.2

 

Total active and former Executive Committee

2,508.6

 

603.6

 

588.5

 

565.6

 

416.1

 

4,682.4

 

Highest individual amount: CEO, A. Waser

533.2

 

150.9

3

0.0

6

154.9

 

29.4

 

868.4

 

1 These figures include all employer contributions to compulsory and supplementary social security plans. Due to the social nature of public insurance plans, a significant portion of the reported contributions does not result in benefits for the individuals concerned.

2 The contractually agreed total target compensation of the members of the Executive Committee (including CEO) was adjusted once in the reporting year with effect from January 1, 2022.

  One member was appointed to the Executive Committee with effect from January 1, 2022. The composition of the Executive Committee remained unchanged throughout the reporting year.

3 These figures relate to the expected variable compensation for the reporting year (payment effected in the following year).

4 This figure relates to Restricted Share Units (RSUs) allocated during the reporting year. The EPS factor (calculated based on the result for the 2021 financial year) was 120%; at an allocation price of CHF 1,278.40, this resulted in a grant of a total of 425 RSUs on April 1, 2022; the RSUs are forfeitable for a period of 3 years.

  In the reporting year, a total of 187 Restricted Share Units of active members of the Executive Committee have vested; these RSUs were granted in 2019. Of these, 83 RSUs were settled by means of a cash payment in lieu of a transfer of shares.

5 The employment contracts of two members of the Conzzeta Executive Committee who departed in April 2021 terminated on March 31, 2022. The figures relate to the regular, fixed base salary and the pro rata entitlement to short-term and long-term variable compensation. The figure under “Fringe benefits” includes one-off special compensation amounting to CHF 14,500 for losses in connection with the discontinuation of the Conzzeta pension plan for executive-level staff.

6 This figure refers to the Restricted Share Plan (RSP). The EPS factor (calculated based on the result for the 2022 financial year) is 0%, meaning that the CEO is not entitled to a share allocation.

  The blocking on 118 shares of the CEO was lifted on March 25, 2022. These shares were transferred to him in 2018.

Compensation of the Executive Committee for the 2021 financial year

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. The following overview table documents the pro rata annual compensation of the current Executive Committee since April 22, 2021, as well as the compensation of the former Conzzeta 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 (Alex Waser) 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.

Compensation of the Executive Committee for the 2021 financial year

Compensation of the Executive Committee in the 2021 financial year

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 CEO, M. Willome 3

634.3

 

728.6

6

253.7

 

145.7

 

77.4

11

1,839.7

 

1 The contractually agreed total target compensation of the members of the current Executive Committee (including CEO) was adjusted once in the reporting year with effect from January 1, 2021. One member joined the company on May 1, 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 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 2021 financial year; their employment contracts expired on March 31, 2022.

3 Michael 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 These figures refer to the 2021 variable compensation as well as to the special allocations resulting from the retention plan 1 (see footnotes 5 and 6). The variable compensation was paid out in 2022 and corresponded precisely to the amounts shown.

5 Including special allocation resulting from the retention plan 1 totaling CHF 550,000; within the framework of the retention plan 1, entitlements of former members of the Executive Committee totaling CHF 2,156,000 were paid out in 2021. The members of the former Executive Committee were entitled to the contractually agreed variable target compensation (100%); the payout was effected in the 2022 financial year or upon expiry of the employment contract of the respective member.

6 Incl. special allocation resulting from the retention plan 1 totaling CHF 348,000; within the framework of the retention plan 1, entitlements of the former CEO totaling CHF 1,142,000 were paid out in 2021 (including compensation for the non-competition clause). The former CEO was entitled to the contractually agreed variable target compensation (100%; pro rata until his employment terminated); the payout was effected in the 2022 financial year.

7 These figures refer to the Restricted Share Plan (RSP) in the case of the current CEO and to the allocated Restricted Share Units (RSU) in 2021 in the case of the other members of the current Executive Committee, although one member was not yet entitled to RSUs in the reporting year due to his joining Bystronic during the course of 2021. The EPS factor under the RSP (2021) is 117%; at a reduced allocation price of CHF 1,150.56, this translated 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 the grant of a total of 196 RSUs on April 1, 2021; the RSUs are forfeitable for a period of 3 years.

  In 2021, a total of 21 Restricted Share Units of members of the current Executive Committee vested; these RSUs were granted 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 (or in January 2022 in the case of the former CEO), a cash payment based on the target LTI value (100%; pro rata until the expiry of the employment contract) was made to the members of the former Executive Committee to settle their entitlement to the 2021 LTI (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. By contrast, 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 public insurance plans, a significant portion of the contributions shown do not result in benefits for the individual concerned.

10 Including a one-off special compensation amounting to CHF 146,000 for losses in connection with the discontinuation of the Conzzeta pension plan for executive-level staff.

11 Including a one-off special compensation amounting to CHF 47,000 for losses in connection with the discontinuation of the Conzzeta pension plan for executive-level staff.

  1. For a more in-depth description of the retention plan, please refer to the 2021 Compensation Report.
5 Information on shareholdings 3 Compensation system and elements