10 Compensation and loans granted to members of the Board of Directors and Management Board
10.1 Compensation to the Board of Directors
CHF 1,000 | Year | Fixed | Committee | Total | Social | Share award granted (number) 2 | Fair value of shares granted3 | PSMP: Initial shares granted (number)4 | Fair value of initial shares granted5 | PSMP: Total matching shares granted (number) 6 | Fair value of matching shares PSMP 2011 earned in period7/8 | Fair value of matching shares PSMP 2012 earned in period7/9 | Total compensation |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Rolf Classon | 2012 | 150 | 18 | 168 | – | – | – | 739 | 44 | 924 | 4 | 16 | 232 |
2013 | 150 | 18 | 168 | – | 934 | 93 | – | – | – | – | – | 261 | |
Heinrich Fischer | 2012 | 85 | 20 | 105 | 8 | – | – | 370 | 22 | 463 | 2 | 8 | 145 |
2013 | 85 | 20 | 105 | 7 | 584 | 58 | – | – | – | – | – | 170 | |
Dr. Oliver S. Fetzer
| 2012 | 75 | 27 | 102 | – | – | – | 370 | 22 | 463 | 2 | 8 | 134 |
2013 | 75 | 30 | 105 | – | 467 | 47 | – | – | – | – | – | 152 | |
Dr. Karen Hübscher | 2012 | 50 | 7 | 57 | 5 | – | – | 370 | 22 | 463 | – | 8 | 92 |
2013 | 75 | 10 | 85 | 6 | 467 | 47 | – | – | – | – | – | 138 | |
Dr. Christa Kreuzberg (since April 2013) | 2012 | – | – | – | – | – | – | – | – | – | – | – | – |
2013 | 50 | 7 | 57 | 4 | 467 | 47 | – | – | – | – | – | 108 | |
Gérard Vaillant | 2012 | 75 | 13 | 88 | 8 | – | – | 370 | 22 | 463 | 2 | 8 | 128 |
2013 | 75 | 10 | 85 | 6 | 467 | 47 | – | – | – | – | – | 138 | |
Erik Walldén | 2012 | 75 | 10 | 85 | 8 | – | – | 370 | 22 | 463 | 2 | 8 | 125 |
2013 | 75 | 10 | 85 | 6 | 467 | 47 | – | – | – | – | – | 138 | |
Dominique F. Baly | 2012 | 75 | 20 | 95 | 9 | – | – | 370 | 22 | 463 | 2 | 8 | 136 |
2013 | 25 | 7 | 32 | 2 | – | – | – | – | – | – | – | 34 | |
Dr. Lukas | 2012 | 25 | 7 | 32 | 2 | – | – | – | – | – | 2 | – | 36 |
2013 | – | – | – | – | – | – | – | – | – | – | – | – | |
Total | 2012 | 610 | 122 | 732 | 40 | – | – | 2,959 | 176 | 3,702 | 16 | 64 | 1,028 |
2013 | 610 | 112 | 722 | 31 | 3,853 | 386 | – | – | – | – | 1,139 |
1 Employer’s contribution to social security including social security on share options exercised and shares transferred during the reporting.
2 Vesting condition: Graded vesting from May 1, 2013 to April 30, 2014. Vested shares are transferred at the end of the service period (April 30, 2014). The shares are fully included in the amount of fair value of shares granted.
3 Formula: Shares granted in 2013 * fair value at grant (CHF 100.00).
4 Vesting condition: Graded vesting from May 1, 2012 to April 30, 2015. Vested shares are blocked until the end of the performance period (April 30, 2015). The shares are fully included in the amount of fair value of initial shares granted.
5 Formula: Shares granted in 2012 * fair value at grant (CHF 65.75) * [1 - estimated labor turnover rate (10 %)]
6 Vesting conditions: Three years of service and performance target. The terms and conditions are disclosed in note 10.4 of the consolidated financial statements.
7 The matching shares granted represent the maximum of potential shares granted in connection with Performance Share Matching Plans (PSMP). Due to the performance target, only a pro rata amount of the potential matching shares granted is included in the fair value of matching shares earned in the period. Fair values of matching shares earned in future periods will be reported in future total compensation amounts with true-ups for fluctuation, matching share factor and share price.
8 Formula for 2012: {initial shares granted in 2011 that qualify for matching shares [total 3,232 shares] * estimated matching share factor of 0.18} * individual service period pro rata * share price at year-end 2012 [CHF 76.50] = fair value of matching shares PSMP 2011 earned in period 2012; and formula for 2013: {initial shares granted in 2011 that qualify for matching shares [total 3,232 shares] * estimated matching share factor of 0.00} * individual service period pro rata * share price at year-end 2013 [CHF 105.50] = fair value of matching shares PSMP 2011 earned in period 2013.
9 Formula for 2012: {initial shares granted in 2012 that qualify for matching shares [total 2,959 shares] * estimated matching share factor of 1.25} * individual service period pro rata * share price at year-end 2012 [CHF 76.50] = fair value of matching shares PSMP 2012 earned in period 2012 and formula for 2013: {initial shares granted in 2012 that qualify for matching shares [total 2,959 shares] * estimated matching share factor of 0.00} * individual service period pro rata * share price at year-end 2013 [CHF 105.50] = fair value of matching shares PSMP 2012 earned in period 2013
Gérard Vaillant held the function of an interim CEO during the period from February to October 2012. The corresponding compensation is reported in the table “Compensation to the Management Board”. His total compensation in 2012 was CHF 1,139,000.
10.2 Compensation to the Management Board
CHF 1,000 | Year | Fixed salary | Variable salary1 | Taxable fringe benefits | Total | Social benefits2 | PSMP: Initial shares granted (number)3 | Fair value | PSMP: Total matching shares granted (number)5 | Fair value of matching shares PSMP 2010 earned in period6/7 | Fair value of matching shares PSMP 2011 earned in period6/8 | Fair value of matching shares PSMP 2012 earned in period6/9 | Fair value of matching shares PSMP 2013 earned in period6/10 | Total compensation |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dr. David Martyr (CEO)11/12 | 2012 | 139 | 120 | 10 | 269 | 57 | 1,774 | 105 | 4,435 | – | – | 113 | – | 544 |
2013 | 600 | 400 | 41 | 1,041 | 209 | 4,669 | 351 | 13,423 | – | – | – | 472 | 2,073 | |
Gérard Vaillant | 2012 | 952 | – | – | 952 | 59 | – | – | – | – | – | – | – | 1,011 |
2013 | – | – | – | – | – | – | – | – | – | – | – | – | – | |
Thomas Bachmann | 2012 | 458 | 275 | 9 | 742 | 160 | 4,929 | 292 | 18,853 | – | 42 | 401 | – | 1,637 |
2013 | – | – | – | – | – | – | – | – | – | – | – | – | – | |
Dr. Rudolf Eugster | 2012 | 345 | 131 | – | 476 | 108 | 3,697 | 219 | 12,350 | – | 32 | 315 | – | 1,150 |
2013 | 345 | 110 | – | 455 | 107 | 2,918 | 219 | 9,453 | – | – | – | 332 | 1,113 | |
Other members | 2012 | 1,349 | 397 | 19 | 1,765 | 455 | 13,776 | 815 | 36,162 | – | 52 | 781 | – | 3,868 |
2013 | 1,270 | 367 | 24 | 1,661 | 427 | 9,338 | 702 | 25,730 | – | – | – | 905 | 3,695 | |
| | | | ||||||||||||
Total | 2012 | 3,243 | 923 | 38 | 4,204 | 839 | 24,176 | 1,431 | 71,800 | – | 126 | 1,610 | – | 8,210 |
2013 | 2,215 | 877 | 65 | 3,157 | 743 | 16,925 | 1,272 | 48,606 | – | – | – | 1,709 | 6,881 |
1 Payment will be made in following year.
2 Employer’s contribution to social security, including social security on share options exercised and shares transferred during the reporting period, and contributions to post-employment benefit plans.
3 Vesting conditions: Graded vesting from January 1, 2012 to December 31, 2014 (PSMP 2012) and from January 1, 2013 to December 31, 2015 (PSMP 2013). Vested shares are blocked until the end of the performance period (December 31, 2014 and 2015 respectively). The shares are fully included in the amount of fair value of initial shares granted.
4 Formula for 2012: Shares granted in 2012 * fair value at grant (CHF 65.75) * [1 - estimated labor turnover rate (10%)] and formula for 2013: Shares granted in 2013 * fair value at grant (CHF 83.50) * [1 - estimated labor turnover rate (10%)].
5 Vesting conditions: Three years of service and performance target. The terms and conditions are disclosed in note 10.4 of the consolidated financial statements.
6 The matching shares granted represent the maximum of potential shares granted in connection with Performance Share Matching Plans (PSMP). Due to the performance target, only a pro rata amount of the potential matching shares granted is included in the fair value of matching shares earned in the period. Fair values of matching shares earned in future periods will be reported in future total compensation amounts with true-ups for fluctuation, matching share factor and share price.
7 Formula for 2012: {initial shares granted 2010 plus mandatory and voluntary investments that qualify for matching shares [total 12,488 shares]) * estimated matching share factor of 0.00} * individual service period pro rata * share price at year-end 2012 [CHF 76.50] = fair value of matching shares PSMP 2010 earned in period 2012; formula for 2013: plan ended December 31, 2012.
8 Formula for 2012: {initial shares granted 2011 plus mandatory and voluntary investments that qualify for matching shares [total 14,428 shares]) * estimated matching share factor of 0.36} * individual service period pro rata * share price at year-end 2012 [CHF 76.50] = fair value of matching shares PSMP 2011 earned in period 2012; formula for 2013: {(initial shares granted 2011 plus mandatory and voluntary investments that qualify for matching shares [total 9,050 shares]) * estimated matching share factor of 0.00} * individual service period pro rata * share price at year-end 2013 [CHF 105.50] = fair value of matching shares PSMP 2011 earned in period 2013.
9 Formula for 2012: {initial shares granted 2012 plus mandatory and voluntary investments that qualify for matching shares [total 26,502 shares]) * estimated matching share factor of 2.50 * individual service period pro rata * share price at year-end 2012 [CHF 76.50] = fair value of matching shares PSMP 2012 earned in period 2012 and formula for 2013: {(initial shares granted 2012 plus mandatory and voluntary investments that qualify for matching shares [total 18,961 shares]) * estimated matching share factor of 0.00} * individual service period pro rata * share price at year-end 2013 [CHF 105.50] = fair value of matching shares PSMP 2012 earned in period 2013.
10 Formula for 2013: {initial shares granted 2013 plus voluntary investments that qualify for matching shares [total 19,442 shares]) * estimated matching share factor of 2.50 * individual service period pro rata * share price at year-end 2013 [CHF 105.50] = fair value of matching shares PSMP 2013 earned in period 2013.
11 The employment started on October 8, 2012.
12 Member of the Management Board with the highest compensation in 2013.
13 Gérard Vaillant was interim CEO during the period from February to October 2012. His total compensation is reported in note 10.1.
14 Thomas Bachmann was released from work on February 13, 2012, whereas the formal employment ended on October 31, 2012.
15 Member of the Management Board with the highest compensation in 2012.
16 2012: Total six members, including two members who left and one member who joined the Management Board during the year.
17 2013: Total seven members, including one member who left and three members who joined the Management Board during the year.
No termination benefits were paid in 2012 and 2013.