Compensation Report

This Compensation Report sets out the compensation system and the compensation paid to the members of the Board of Directors and the Management Board of Tecan Group Ltd. (Tecan). It is written in accordance with the Ordinance against Excessive Compensation in Listed Stock Corporations, the standard relating to information on Corporate Governance of the SIX Swiss Exchange, and the principles of the Swiss Code of Best Practice for Corporate Governance of the Swiss national federation economiesuisse. 

The Articles of Incorporation of Tecan contain provisions on compensation, which are described in the Governance Report on page 72 and are available on the corporate website (www.tecan.com/tecan-­corporate-policies). Those provisions relate to the role and responsibilities of the Compensation Committee (article 17), the compensation principles applicable to the Board of Directors and the Management Board (articles 18 and 23), the shareholders’ voting modalities on compensation motions at the Annual General Meeting, including the additional amount for members of the Management Board who were nominated after the shareholders’ approval on the maximum compensation amount (article 18), provisions around credits and loans to the Board of Directors and the Management Board (article 20), the maximum permissible number of external mandates for members of the Board of Directors and the Management Board (article 21), as well as provisions related to the contractual agreements with members of the Board of Directors and the Management Board (article 22).

The Ordinance against Excessive Compensation in Listed Companies (OeEC) took effect on January 1, 2014. The compensation and approval mechanism at Tecan was amended accordingly in 2015 and is set out in the company’s Articles of Incorporation. 

Each year, the Board of Directors proposes to the shareholders at the Annual General Meeting for its approval the maximum aggregate amount of compensation to be paid to the Board of Directors for the period up to the next Annual General Meeting and to the Management Board for the following fiscal year. In addition, the Board of Directors presents the Compensation Report at the Annual General Meeting for its retrospective, advisory approval, by the shareholders as shown in illustration [1]. For further details on the compensation votes at the upcoming 2020 Annual General Meeting, please refer to the section “Outlook and Motions on Compensation at the Annual General Meeting”.

The Board of Directors is supported by a Compensation Committee that is acting as preparatory body on all relevant compensation matters related to the Board of Directors and Management Board. In accordance with the Articles of Incorporation and the Organizational Regulations of Tecan, the Compensation Committee is composed of at least two members of the Board of Directors who are elected individually by the Annual General Meeting for a period of one year. At the 2019 Annual General Meeting, the shareholders confirmed Christa Kreuzburg (Chair), Oliver Fetzer and Dan Marshak as members of the Compensation Committee. The CEO, CFO and Corporate Head of Human Resources regularly attend meetings in an advisory capacity. Invited members of the Management Board do not take part in discussions on agenda items concerning themselves. Minutes are kept of the meetings and are available to all members of the Board of Directors. The Chair of the Compensation Committee reports to the Board of Directors regularily on the activities of the Committee. In the year under review, the Compensation Committee held four meetings in total, in three meetings all members were present and in one meeting one member could not attend.

The Compensation Committee acts in a preparatory capacity and proposes motions to the Board of Directors for approval. The Board of Directors approves the compensation policies for the entire Group as well as the general conditions of employment for members of the Management Board. The Compensation Committee proposes the compensation amounts to be paid to the members of the Management Board. The Board of Directors reviews and approves the performance achievement of the members of the Management Board and the actual variable compensation to be paid out to them. The amount and type of compensation to be paid to the Board of Directors is reviewed annually by the Compensation Committee and submitted to the Board of Directors for approval. The approval and authority levels of the different bodies on compensation matters are detailed in illustration [2] below.

The Compensation Committee may appoint external compensation advisors to provide services relating to executive compensation matters. In 2019 and 2018, two external consulting companies provided benchmarking services to the Compensation Committee as described below. These companies do not have other mandates with Tecan. 

Every two years, alternately, the compensation of the Board of Directors and of the Management Board is benchmarked against prevalent market practice by independent external specialists and, if necessary, adjustments are proposed. 

In 2019, a benchmarking analysis of the structure and level of the Board compensation was conducted. For this purpose, a peer group of Swiss companies listed on the SIX Swiss Exchange, excluding financial services, was selected. This peer group consisted of Also, Bachem, Belimo, Bell, Bucher Industries, Conzzeta, Dätwyler, Dormakaba, Forbo, Galenica, Idorsia, Landis+Gyr, SFS, Siegfried, Sulzer, VAT and Ypsomed. It was well balanced in terms of market capitalization, revenue size, and headcount. This analysis showed that while the compensation structure was broadly in line with prevalent market practice, the compensation levels were slightly below market. Based on this analysis and after several years with no adjustments, the compensation levels for the members of the Board of Directors will be adjusted accordingly from the 2020 Annual General Meeting, as described in the section “Outlook and Motions on Compensation at the Annual General Meeting” at the end of this report. 

Regarding the compensation of the Management Board, a benchmarking analysis was conducted in 2018. The compensation levels and structure were evaluated in comparison with three different peer groups: 1. selected firms listed on the SIX Swiss Exchange that have a market capitalization between CHF 1.4 and 4.3 billion and revenues between CHF 200 million and CHF 1 billion; 2. selected firms listed on the London Stock Exchange with a market capitalization between CHF 1.4 and CHF 3.7 billion and revenues between CHF 450 and CHF 600 million; and 3. firms from the life science tools and services sector with a market capitalization between CHF 260 million and CHF 5.2 billion and revenues up to CHF 1.8 billion. As a general outcome, the compensation paid to individual members of the Management Board was in line with market practice, except for two roles for which the compensation levels were identified as below market and were adjusted since. The analysis showed, as in earlier benchmarking exercises, that the compensation system at Tecan is more weighted towards the long-term incentive, while short-term compensation is less competitive compared to the peer groups. 

Tecan has a set of uniform compensation policies, which are systematic, transparent and have a long-term focus. 

In line with good corporate principles, the compensation of the Board of Directors is fixed and does not contain any performance-­based elements in order to guarantee the Board’s independence in exercising its duties. The compensation is delivered in cash and in shares to strengthen the alignment with shareholders’ interests. 

The compensation of the Members of the Management Board is determined on the basis of four factors: financial performance of the Company, individual performance, position held and labor market situation. The ultimate goal of the compensation system is to attract highly qualified and motivated talents, to ensure their long-term loyalty to the Company, incentivize performance and to align their interests with those of the shareholders. The fixed and variable compensation programs are designed to cover the basic requirements, with the stock ownership plan aligning total compensation with the long-term financial success of the Group and the value creation for shareholders of the Company. 

In order to ensure their independence in their duties, members of the Board of Directors receive fixed compensation only. There is no performance-based compensation and members of the Board of Directors are not insured in the Company pension plan. The fixed compensation consists of a fee for services to the Board paid in cash and in restricted share units (RSU), as well as additional committee fees paid in cash. The cash compensation is paid in two settlements in May and November, while the RSUs are allocated annually at the beginning of the term of office on the basis of the Tecan share’s average closing price on the SIX Swiss Exchange during the first four months of the relevant fiscal year. The RSUs fully vest upon completion of the annual term, or pro rata in the event of an early exit. 

In addition, members of the Board of Directors receive committee fees for ad-hoc committee meeting participation. They receive reimbursement for business travel expenditures incurred, and a travel fee (for members located in the US only).

The compensation system for members of the Management Board did not change compared to the previous year. The system is based on three pillars: 

• a fixed remuneration including base salary and benefits
• a short-term variable compensation 
• a fixed monetary amount, which is converted into shares and serves as initial grant for the long-term stock ownership plan, the Performance Share Matching Plan (PSMP).

The compensation structure is based on the Variable Pay Policies adopted by the Board of Directors, which provide for a total target cash compensation determined individually, consisting of a fixed base salary and a short-term variable compensation component. For members of the Management Board, the total target cash compensation (assuming 100% performance achievement under the short-term variable compensation) consists of the following elements:

• CEO: 60% fixed base salary and 40% short-term variable compensation;
• Other members of the Management Board: 70% fixed base salary and 30% short-term variable compensation. 

In addition, members of the Management Board are eligible to an annual grant under the stock ownership plan PSMP.

The fixed base salary is a component of compensation paid in cash, typically monthly. It reflects the scope and key responsibilities of the role as well as the qualification and skills required to perform the role, along with the employee’s skill set and experience.

Fixed base salaries of the Management Board are reviewed annually, taking into consideration the benchmark information, market movement, economic environment, and individual performance.

In addition, the members of the Management Board participate in the pension and insurance plans of Tecan which are also offered to all employees in Switzerland. Benefits consist mainly of retirement and insurance plans that are designed to provide a reasonable level of protection for employees and their dependents with respect to the risk of retirement, disability, death, and illness. Management Board Members are also provided with a company car. The monetary value of that and other elements of compensation is evaluated at fair value and is included in the compensation table in illustration [8] below.

The short-term variable compensation is an annual variable incentive designed to reward the performance of the Group over a time horizon of one year. 

The short-term variable compensation target (i.e. at 100% achievement of the performance objectives) is expressed as a proportion of the total target cash compensation, as explained above, i.e. 40% of the total target cash compensation for the CEO and 30% for the other members of the Management Board. 

The short-term variable compensation is based on the achievement of Group financial performance objectives and other strategic corporate goals. The highly ambitious growth and profitability targets are set annually before the beginning of the financial year by the Board of Directors. For 2019, the financial performance indicators were the same as in previous years: sales growth and EBITDA margin of the Group, which are equally weighted and account for 60% to 80% of the short-term variable compensation. The strategic goals amount to 20% to 40% of the short-term variable compensation and include (but are not limited to) growth initiatives, product quality, customer satisfaction, compliance, diverse corporate culture and talent management. For each performance objective, the Board of Directors determines a threshold level of performance below which the payout is 0%, a target level of performance corresponding to a 100% payout and a maximum level of performance, above which the payout is capped at 200%. The payout level between those points is calculated by linear interpolation. 

In addition, the Articles of Incorporation stipulate that the short-term variable compensation may not exceed 150% of the fixed salary for the CEO and 100% for the other Management Board members.

The description and respective weight of the performance objectives is included in illustration [5].

In addition to the cash compensation, the members of the Management Board participate in a long-term stock ownership plan, the PSMP (Performance Share Matching Plan or Performance Share Unit). The PSMP consists of an initial grant of registered shares and a potential subsequent allocation of matching shares based on the achievement of performance objectives during the three-year plan period. 

The target amount of the initial grant is expressed as a fixed monetary amount, which is converted into shares based on the Tecan share’s average closing price on the SIX Swiss Exchange during the first four months of the relevant fiscal year. The shares are blocked for three years – starting in the grant year as “year 1”. For each granted share, participants are eligible to receive additional shares (“matching shares”) if certain performance objectives are reached. This mechanism ensures that the interests of the Management Board are aligned with those of the shareholders.

Depending on the performance achievement during the three-year period, Management Board members may receive from 0 up to 2.5 matching shares for each share granted initially. The performance is assessed using a payout matrix based on two performance criteria: sales growth in local currencies and EBITDA margin. The matrix combines the performance of each of the criteria to calculate the payout, thus providing for a balanced focus on both top-line and bottom-line achievements. A payout factor of 2.5 would require an achievement significantly above the defined mid-term targets on the two performance criteria. An achievement level below a certain threshold on any of the criteria results in no additional matching shares. Different combinations of sales growth and EBITDA margin achievements within those ranges lead to payouts between a factor of 0 and a factor of 2.5. The sales growth component has been given a higher weighting, and accounts for two-thirds for the purposes of calculating the matching share payout factor. The parameter grid is specified each year on a forward-looking basis for the coming three-year period (i.e. financial objectives are pre-determined upfront). In case of resignation, the entitlement to any matching shares forfeit. In case of death, invalidity or change of control, the initially granted shares deblock immediately with an allocation of matching shares. 

Members of the Management Board are employed under employment contracts of unlimited duration. The employment contract of the CEO is subject to a notice period of 12 months, while all other employment contracts of the Members of the Management Board are subject to a notice period of 6 months. They are not contractually entitled to any severance payments, or any change of control provisions. Their contracts do not contain non-competition provisions. 

1. Employer’s contribution to social security.
2. Vesting condition: Graded vesting from May 1, 2018 to April 30, 2019 (Share Plan BoD 2018) and from May 1, 2019 to April 30, 2020 (Share Plan BoD 2019). Vested shares are transferred at the end of the service period (April 30, 2019 and April 30, 2020, respectively). The shares are fully included in the amount of fair value of shares granted.
3. Formula for 2018: Shares granted in 2018* fair value at grant (CHF 220.20) and formula for 2019: Shares granted in 2019 * fair value at grant (CHF 228.40).
4. Parting gift not included in the total compensation; worth CHF 9'500 (2018).
5. Parting gift not included in the total compensation; worth CHF 1'500 (2018).

At the 2018 Annual General Meeting, shareholders approved a maximum aggregate compensation amount of CHF 1,450,000 for the Board of Directors for the compensation period from the 2018 Annual General Meeting until the 2019 Annual General Meeting. The actual compensation paid to the Board of Directors for this term was CHF 1,187,000 and is therefore within the approved limits.

At the 2019 Annual General Meeting, shareholders approved a maximum aggregate compensation amount of CHF 1,450,000 for the Board for the term from the 2019 Annual General Meeting until the 2020 Annual General Meeting. This compensation period is not completed yet and a conclusive assessment will be provided in the 2020 Compensation Report.

The illustration [8] shows the compensation of the CEO and the other members of the Management Board granted in the reporting year.

1. Including the third third of the special payment to a new MB member for lost LTI as well as the relocation costs for a new MB member
2. Employer's contribution to social security and contributions to post-employment benfit plans (including social security on shares transferred during the reporting period)
3. Payment will be made in the following year
4. Formula for 2018: Shares granted in 2018 * fair value at grant (CHF 220.20); Formula for 2019: Shares granted in 2019 * fair value at grant (CHF 228.40)
5. Formula for 2018: Shares granted in 2018*fair value at grant (CHF 220.20)*1.25; Formula for 2019: Shares granted in 2019*fair value at grant (CHF 228.40)*1.25. The disclosed amount corresponds to the fair value of the matching shares at the time of grant (e.g. based on performance achievement at target). This value may differ from the value of the accruals disclosed under IFRS reporting, as those are based on a best-estimate at the end of the reporting year.
6. Member of the Management Board with the highest compensation in 2018 and 2019
7. Member of the Management Board with the second highest compensation in 2018 and 20192018: Total six members; 2019: Total six members (entry of a member August 3; one member becomes CEO on April 1)

Explanatory comments on the compensation table

• The achievement of targets for short-term variable compensation was lower in 2019 than in 2018, details of which are given below.
• The allotment value of the long-term stock ownership program increased by 9.8% compared to the previous year. The reasons for this was the addition of a further Management Board member and the succession of the CEO.

At the 2018 Annual General Meeting, shareholders approved a maximum aggregate compensation amount of CHF 18,500,000 for the Management Board for the fiscal year 2019. The actual compensation awarded to the Management Board in 2019 was CHF 14,079,000 and is therefore within the approved limits.

In the year under review, the Group sales growth, the EBITDA margin, as well as the corporate strategic objectives were in line with expectations. Consequently, the overall short-term variable compensation payout amounted for the CEO slightly below 100% and all other members of the Management Board around 100%. In the year under review, the 2017 to 2019 PSMP cycle came to an end. The performance achievement over the performance period resulted in a matching share factor of 2.23. 

No compensation was paid to former members of the Board of Directors or the Management Board in 2019 after the end of their term of office or contract with Tecan, respectively.

No compensation was paid in 2019 or the previous year to parties related to present or former members of the Board of Directors or the Management Board.

Neither in 2019 nor in the previous year were any loans or credits extended to current or former members of the Board or the Management Board that remained outstanding at the end of the year.

Neither in 2019 nor in the previous year were any loans or credits extended to related parties of current or former members of the Board of Directors or the Management Board that remained outstanding at the end of the year.

Information regarding participations of the Board of Directors and Group Management in Tecan Group Ltd. can be found in the Notes to the financial statements of Tecan Group Ltd. (Note 12.2 on ­pages 174-175 of the Annual Report).

In total as of December 31, 2019, the equity overhang granted to all Board of Directors and Management Board Members, defined as the total number of blocked shares and matching shares outstanding divided by the total number of outstanding shares ( 11’870’912 registered shares) amounts to 226’757 shares, which corresponds to 1.91% equity overhang. 

The number of equities (shares and matching shares) granted in 2019 (83191 shares) divided by the total number of common shares outstanding equals 0.70%.

At the 2020 Annual General Meeting, the Board of Directors will propose: 

• the maximum aggregate compensation amount for the Board of Directors, for the next term of office (binding vote);
• the maximum aggregate compensation amount for the Management Board, for the fiscal year 2021 (binding vote);
• the 2019 Compensation Report (retrospective advisory vote).

The maximum aggregate compensation amount to the Board of Directors for the term of office between the 2020 and the 2021 Annual General Meeting submitted to vote is based on the following elements:

• Seven members of the Board of Directors;
• Fixed basic fee paid in cash and restricted share unit;
• Committee fees paid in cash;
• Additional committee fees for ad-hoc committees and travel fee (for members located in the US only). 

Following the benchmarking analysis conducted in 2019, the level of the fixed basic fee and the committee fees will be adjusted as of the 2020 Annual General Meeting as shown in illustration [12].

The maximum aggregate compensation amount to the Management Board for the fiscal year 2021 submitted to vote is based on the following elements:

• Nine members of the Management Board;
• Short-term variable compensation: the maximum amount assumes that the defined performance targets are significantly exceeded and that the short-term variable compensation payout amounts to 200% (maximum);
• Long-term stock ownership plan (PSMP): the maximum amount is based on a matching share factor of 2.5 (maximum). A possible share price appreciation during the three-year vesting period is not considered.

The compensation system for the Management Board is expected to remain unchanged. The weighting of the performance criteria starting in fiscal year 2020 will include ESG (environment, social, governance) objectives for all members of the Management Board, mainly around targets for customer satisfaction and loyalty as well as employee engagement and talent development. The split between the financial criteria and the ESG criteria will be 80-20.

Illustration [14] below shows a comparison between the maximum aggregate compensation amounts approved and the compensation effectively awarded in recent years.

1 to be proposed to the 2020 Annual General Meeting

2 compensation period not yet completed

Note: The approved compensation amount is based on the assumption that all performance indicators under both the short-term variable compensation and the PSMP will be significantly over-achieved and that the payout factor will be at the maximum possible level. The approved compensation amount does not account for any share price appreciation over the three-year period of the PSMP. The awarded compensation amount is based on the short-term variable compensation effectively paid and on the fair value of the initial shares and of the matching shares granted under the PSMP in the respective year.