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Remuneration awarded for 2023 and 2022

Remuneration awarded to the Board of Directors for 2023 and 2022

Comments to the remuneration tables of the members of the Board of Directors

In 2023, the Board of Directors consisted of seven members. The total remuneration awarded to the Board of Directors (including the Board Chair) amounts to CHF 1.6 million and is within the amount of CHF 1.9 million approved at the Annual General Meeting in 2022. It corresponds to an increase of 4.3% compared to the previous year. The remuneration system remained unchanged compared to the previous year.

Remuneration awarded to the CEO and the members of the Corporate Executive Committee for 2023 and 2022

Comments to the remuneration tables of the members of the Corporate Executive Committee

In 2023, Marc Werner, CEO, was the member of the Corporate Executive Committee with the highest remuneration.

The remuneration awarded to the CEO in the year 2023 and the Corporate Executive Committee amounts to CHF 4.7 million and is within the amount of CHF 8.5 million approved at the Annual General Meeting in 2022. It is a decrease compared to the previous year, for the following reasons:

Performance in 2023

In the 2023 financial year, the Galenica Group generated consolidated net sales of CHF 3,746.0 million. This corresponds to strong growth of 4.4% 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), slightly increased by 0.4% to CHF 191.3 million. Adjusted¹ return on sales (ROS) fell year-on-year from 5.3% to 5.1%. 

Adjusted¹ net profit increased by 2.8% to CHF 161.6 million (previous year: CHF 157.2 million). Reported net profit was above the previous year's level at CHF 165.7 million (previous year: CHF 157.3 million, +5.3%).

1) See section Alternative performance measures in the Annual report 2023.

Remuneration and shareholdings of the members of the Board of Directors in 2023

 

Remuneration

Number of shares

Payments in thousand CHF

Fees in cash

Equivalent in shares 1)

Other remuneration 2)

Total

Held as at 31.12.2023 3)

Allocated for 2023

Chair of the Board of Directors

 

 

 

 

 

 

Markus R. Neuhaus, Chairman (since 11 May 2023)

96

127

20

243

10,532

1,766

Daniela Bosshardt, Chairwoman (until 11 May 2023)

58

78

15

151

 

1,078

 

 

 

 

 

 

 

Members of the Board of Directors

 

 

 

 

 

 

Pascale Bruderer 4)

70

93

19

182

4,049

1,294

Michel Burnier (until 11 May 2023)

20

27

4

51

 

370

Bertrand Jungo 4)

78

104

21

204

9,605

1,448

Judith Meier 4)

160

16

176

1,448

2,218

Markus R. Neuhaus (until 11 May 2023)

48

64

10

122

 

883

Solange Peters (since 11 May 2023)

40

53

11

105

739

Andreas Walde

182

18

201

16,224

2,526

Jörg Zulauf (since 11 May 2023)

124

9

134

300

1,725

Remuneration of the members of the Board of Directors 5)

410

1,013

145

1,568

42,158

14,047

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 and shareholdings 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 Corporate Executive Committee in 2023

Gross payments in thousand CHF

Total

of which Marc Werner, CEO

Base salary

2,533

500

Short-term bonus in cash (STI) 1)

343

80

Short-term bonus in shares (STI) 2)

215

50

Long-term incentive (LTI) 3)

702

221

Contributions to pension funds

497

118

Other remuneration 4)

57

12

Remuneration awarded

4,348

981

Social security costs

328

69

Remuneration of the members of the Corporate Executive Committee 5)

4,676

1,050

Maximum amount according to AGM resolution

8,500

 

Eight members in 2023

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

4) Including private use of company car

5) Including remuneration of Arianne Hasler since 1 September 2023 as Chief People & Culture

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

4) Including private use of company car

Short-term incentive (STI)

In 2023, a GEP of CHF 49.0 million was achieved. This corresponds to a decrease of 17.2% compared to the previous year, see Value based management section, under Alternative performance measures in the Annual report 2023. This represents a payout factor of 0.0% for the financial year 2023 for the portion of the STI payout based on GEP performance.

The Group annual net sales growth achieved was 4.4%, corresponding to a payout factor of 92.5% for that portion of the STI.

ESG performance is measured using two objectives: Net Promoter Score (NPS) and employees who recommend Galenica as an employer. The payout factor for the ESG component for the members of the Corporate Executive Committee was 96.3%.

Consequently, the overall STI payout amounts to 47.2% of target for the CEO and the other members of the Corporate Executive Committee. This compares to a payout of 177.0% for the CEO and the other Corporate Executive Committee members in 2022.

Performance / payout factor under STI in 2023

KPIs

2023 objectives

Payout

2023 results

Group financial performance:

 

 

 

Galenica economic profit (GEP) (50% weighting)

Maximum

220%

GEP achieved: CHF 49.0 million Payout factor: 0.0%

Target

100%

Threshold

50%

Group annual net sales growth (25% weighting)

Maximum

220%

Net sales growth achieved: 4.4% Payout factor: 92.5%

Target

100%

Threshold

50%

ESG component (25% weighting)

NPS and employees who recommend Galenica as an employer

0% – 150%

Payout factor: 96.3%

Payout

 

 

2023

CEO

 

 

47.2%

Corporate Executive Committee (without CEO)

 

 

47.2%

Long-term incentive

For the LTI plan 2021-2023, payable in early 2024, the average GEP achievement was CHF 63.1 million. This represents a vesting multiple of 139.7%. For relative TSR Galenica achieved an average percentile ranking of 62.7%, which correspond to a vesting multiple of 126.0%. Consequently, the overall vesting level was 132.9%.

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