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:
- 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 (eight members in 2023 compared to seven members in 2022). The individual base salaries of the members of the Corporate Executive Committee were not increased in the reporting year.
- The Galenica Group achieved a solid result in 2023, but did not quite reach the ambitious targets set at the beginning of the year. As a result, the short-term bonus payout was 47.2%. Additional details are provided in the section “Performance in 2023” below.
- The LTI grant value increased compared to the previous year. This is due to the different composition of the Corporate Executive Committee with eight members compared to seven members in 2022. The grant size of the individual Corporate Executive Committee members remained unchanged compared to previous year.
- The variable remuneration in the year 2023 amounted to 70% of the annual base salary for the CEO (previous year: 142%) and ranged between 34% and 54% of the annual base salary for the other members of the Corporate Executive Committee (previous year: between 101% and 119%).
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%.