Remuneration awarded for 2022 and 2021
Remuneration awarded to the Board of Directors for 2022 and 2021
Comments to the remuneration tables of the members of the Board of Directors
In 2022, the Board of Directors consisted of seven members. The total remuneration awarded to the Board of Directors (including the Chairwoman) amounts to CHF 1.5 million and is within the amount of CHF 1.9 million approved at the Annual General Meeting in 2021. It corresponds to an increase of 6.9% compared to the previous year, which is solely due to the composition of the Board (seven members in 2022 compared to six members in 2021). The remuneration system remained unchanged compared to the previous year.
Remuneration awarded to the CEO and the members of the Corporate Executive Committee for 2022 and 2021
Comments to the remuneration tables of the members of the Corporate Executive Committee
In 2022, Marc Werner, CEO, was the member of the Corporate Executive Committee with the highest remuneration.
The remuneration awarded to the CEO in the year 2022 and the Corporate Executive Committee amounts to CHF 6.2 million and is within the amount of CHF 7.2 million approved at the Annual General Meeting in 2021. It is an increase compared to previous year, for the following reasons:
- The aggregated amount of base salaries was higher compared with the previous year. This is due to the new composition of the Corporate Executive Committee (seven members in 2022 compared to six members in 2021). The individual base salaries of the members of the Corporate Executive Committee were not increased in the reporting year.
- While the strong performance in 2022 led to an STI payout above target, it was below the payout level in 2021, which nearly reached the maximum due to an outstanding and extraordinary performance. Additional details are provided in the section "Performance in 2022" below.
- The LTI grant value increased compared to the previous year. This is due to the different composition of the Corporate Executive Committee with seven members compared to six members in 2021. The grant size of the individual Corporate Executive Committee members remained unchanged compared to previous year.
- The variable remuneration in the year 2022 amounted to 142% of the annual base salary for the CEO (previous year: 151%) and ranged between 101% and 119% of the annual base salary for the other members of the Corporate Executive Committee (previous year: 106% and 127%).
Performance in 2022
In the 2022 financial year, the Galenica Group generated consolidated net sales of CHF 4,014.3 million, thus exceeding the CHF 4 billion mark for the first time. This corresponds to strong growth of 4.7% compared to the previous year.
Adjusted¹ operating profit (EBIT), i.e. excluding the effects of the accounting standards IFRS 16 (leasing) and IAS 19 (employee benefits), declined by 5.8% to CHF 200.8 million. Adjusted¹ return on sales (ROS) fell year-on-year from 5.6% to 5.0%. Excluding the exceptional results from the COVID 19 initiatives (estimated at CHF 25 million) and the sale of real estate at the Bern headquarters (CHF 9.4 million), adjusted¹ EBIT growth was a strong 12.4%.
Adjusted¹ net profit decreased by 5.2% to CHF 165.7 million (previous year: CHF 174.8 million) due to the aforementioned special effects in the previous year. Reported net profit was slightly below the previous year's level at CHF 165.9 million (previous year: CHF 168.2 million, -1.4%).
1) See section Alternative performance measures in the Annual report 2022.
Remuneration of the members of the Board of Directors in 2022
|
|
Remuneration |
Number of shares |
||||
|
Payments in thousand CHF |
Fees in cash |
Equivalent in shares 1) |
Other remuneration 2) |
Total |
Held as at 31.12.2022 3) |
Allocated for 2022 |
|
Daniela Bosshardt, Chairwoman |
175 |
233 |
45 |
453 |
25,695 |
3,167 |
|
Pascale Bruderer 4) |
60 |
80 |
16 |
156 |
2,963 |
1,086 |
|
Michel Burnier |
60 |
80 |
12 |
152 |
9,487 |
1,086 |
|
Bertrand Jungo 4) |
75 |
100 |
20 |
195 |
8,248 |
1,357 |
|
Judith Meier (from 12 May 2022) |
– |
107 |
11 |
118 |
– |
1,448 |
|
Markus R. Neuhaus |
80 |
107 |
22 |
208 |
9,084 |
1,448 |
|
Andreas Walde |
– |
200 |
20 |
220 |
13,509 |
2,715 |
|
Remuneration of the members of the Board of Directors 5) |
450 |
907 |
146 |
1,503 |
68,986 |
12,307 |
|
Maximum amount according to AGM resolution |
1,900 |
|
|
|||
1) The amounts include the calculated discount of 25 %, granted due to the five-year blocking period
2) Other remuneration corresponds to the social security charges (both employer and employee contributions)
3) Shares held by related parties of members of the Board of Directors are included in the declaration of the totals disclosed above
4) Those board members participate in the pension fund and finance the entire cost themselves
5) See chapter Board of Directors of the Corporate Governance section for roles and membership of committees
Remuneration of the members of the Board of Directors in 2021
|
|
Remuneration |
Number of shares |
||||
|
Payments in thousand CHF |
Fees in cash |
Equivalent in shares 1) |
Other remuneration 2) |
Total |
Held as at 31.12.2021 3) |
Allocated for 2021 |
|
Daniela Bosshardt, Chairwoman |
175 |
233 |
45 |
453 |
22,131 |
3,564 |
|
Pascale Bruderer 4) |
62 |
82 |
17 |
161 |
1,703 |
1,260 |
|
Michel Burnier |
60 |
80 |
12 |
152 |
8,265 |
1,222 |
|
Bertrand Jungo 4) |
– |
215 |
22 |
237 |
4,964 |
3,284 |
|
Markus R. Neuhaus |
82 |
109 |
22 |
213 |
7,416 |
1,668 |
|
Philippe Nussbaumer (until 12 May 2021) |
– |
60 |
6 |
66 |
– |
916 |
|
Andreas Walde |
75 |
100 |
20 |
195 |
11,982 |
1,527 |
|
Remuneration of the members of the Board of Directors 5) |
454 |
880 |
144 |
1,477 |
56,461 |
13,441 |
|
Maximum amount according to AGM resolution |
1,900 |
|
|
|||
1) The amounts include the calculated discount of 25 %, granted due to the five-year blocking period
2) Other remuneration corresponds to the social security charges (both employer and employee contributions). These figures have been restated to also include the employer contributions (not included in the past, but mentioned in the footnote)
3) Shares held by related parties of members of the Board of Directors are included in the declaration of the totals disclosed above
4) Those board members participate in the pension fund and finance the entire cost themselves
5) See chapter Board of Directors of the Corporate Governance section for roles and membership of committees
Remuneration of the members of the Corporate Executive Committee in 2022
|
Gross payments in thousand CHF |
Total |
of which Marc Werner, CEO |
|
Base salary |
2,452 |
500 |
|
Short-term bonus in cash (STI) 1) |
1,264 |
301 |
|
Short-term bonus in shares (STI) 2) |
793 |
189 |
|
Long-term incentive (LTI) 3) |
690 |
222 |
|
Contributions to pension funds |
487 |
118 |
|
Other remuneration 4) |
58 |
18 |
|
Remuneration awarded |
5,744 |
1,348 |
|
Social security costs |
421 |
93 |
|
Remuneration of the members of the Corporate Executive Committee |
6,165 |
1,440 |
|
Maximum amount according to AGM resolution |
7,200 |
|
Seven members in 2022
1) The short-term bonus for the reporting year, which is paid out in the following year
2) The amounts include the calculated discount of 25% granted due to the five-year blocking period
3) Performance share units falling due after three years are included with the fair value at allocation based on the estimated target achievement
4) Including private use of company car
Remuneration of the members of the Corporate Executive Committee in 2021
|
Gross payments in thousand CHF |
Total |
of which Marc Werner, CEO |
|
Base salary |
2,178 |
500 |
|
Short-term bonus in cash (STI) 1) |
1,234 |
329 |
|
Short-term bonus in shares (STI) 2) |
774 |
207 |
|
Long-term incentive (LTI) 3) |
621 |
219 |
|
Contributions to pension funds |
374 |
92 |
|
Other remuneration 4) |
48 |
18 |
|
Remuneration awarded |
5,228 |
1,365 |
|
Social security costs |
381 |
95 |
|
Remuneration of the members of the Corporate Executive Committee |
5,609 |
1,460 |
|
Maximum amount according to AGM resolution |
6,300 |
|
Six members in 2021
1) The short-term bonus for the reporting year, which is paid out in the following year
2) The amounts include the calculated discount of 25% granted due to the five-year blocking period
3) Performance share units falling due after three years are included with the fair value at allocation based on the estimated target achievement
4) Including private use of company car
Short term incentive (STI)
In 2022, a GEP of CHF 67.4 million was achieved. This corresponds to a decrease of 7.7% compared to the previous year (without the one-off gain from the property sale of the headquarters), see Value based management section, under Alternative performance measures in the Annual report 2022. This represents a payout factor of 208.2% for the financial year 2022 for the portion of the STI payout based on GEP performance.
The Group annual net sales growth achieved was 4.7%, corresponding to a payout factor of 192.1% for that portion of the STI.
Collective performance is measured using 3 qualitative and quantitative personal objectives defined for the Corporate Executive Committee member. The payout factor for the members of the Corporate Executive Committee was 99.6%.
Consequently, the overall STI payout amounts to 177.0% of target for the CEO and to 177.0% of target for the other members of the Corporate Executive Committee. This compares to a payout of 193.6% for the CEO and of 190.0% to 196.5% of the target value for the other Corporate Executive Committee members in 2021.
Performance / payout factor under STI in 2022
|
KPIs |
2022 objectives |
Payout |
2022 results |
|
Group financial performance: |
|
|
|
|
Galenica economic profit (GEP) (50% weighting) |
Maximum |
220% |
GEP achieved: CHF 67.4 million Payout factor: 208.2% |
|
Target |
100% |
||
|
Threshold |
50% |
||
|
Group annual net sales growth (25% weighting) |
Maximum |
220% |
Net sales growth achieved: 4.7% Payout factor: 192.1% |
|
Target |
100% |
||
|
Threshold |
50% |
||
|
Personal objectives (25% weighting) |
3 quantitative and qualitative KPIs |
0% – 150% |
Average payout factor Corporate Executive Committee (incl. CEO): 99.6% |
|
Payout |
|
|
2022 |
|
CEO |
|
|
177.0% |
|
Corporate Executive Committee (without CEO) |
|
|
177.0% |
Long-term incentive
For the LTI plan 2020-2022, payable in early 2023, the GEP achievement was CHF 67.4 million. This represents a vesting multiple of 140.4%.