Annual Report 2021

Annual Report 2021

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7. Group Executive Board: remuneration and share/option ownership in 2021

This section is audited by the external auditor.

7.1 Performance in 2021

In 2021, consolidated net sales rose by 15.9% to CHF 3,460 million – the strongest sales growth since going public in 1999. This development comprised an increase in local currencies of 14.7% and a positive foreign currency effect of 1.2%. The exceptional sales growth was due to the positive base effect and the home improvement trend as a result of COVID‑19, the build-up of inventories in the construction industry and market share gains. Despite the considerable challenges arising along the supply chains, we were able to safeguard product availability. When compared with 2019 – and thus with net sales before the COVID‑19 pandemic – also exceptionally strong growth after currency adjustments of 16.4% was seen across all regions.

Results saw significant double-digit increases at all levels. Operating cashflow (EBITDA) increased by 15.6% to CHF 1,069 million, which corresponds to an EBITDA margin of 30.9% (previous year 31.0%). The significant increase was largely due to the exceptional volume growth. Raw material prices, which have risen massively since the end of 2020, as well as substantially higher energy and freight costs had a negative impact on margins. However, these negative effects were partially offset by regular as well as extraordinary price increases. Results were also curtailed by the partial normalisation of marketing costs compared to the previous year. Currency effects had no significant impact on operating margins. The increase in the operating result and an improvement in the financial result led to an increase in net income of 17.7% to CHF 756 million, corresponding to a return on net sales of 21.8% (previous year 21.5%). By comparison, earnings per share saw a disproportionate increase of 18.9% to CHF 21.34 due to the positive impact of the share buyback programme.

At 27.1%, the return on invested capital (ROIC) reached a new record high since the integration of the ceramics business in 2015 (previous year 23.2%).

The variable cash remuneration (STI) of the Group Executive Board is determined on the basis of the following key performance indicators, which all have the same weighting: currency-adjusted net sales performance and EPS compared with the previous year as well as EBITDA margin and ROIC. The achievement of qualitative individual targets is also taken into consideration. The achievement of objectives exceeded the defined maximum targets for all key figures. As a result, the variable cash remuneration for the Group Executive Board – which is dependent on the company results – reached the maximum level.

7.2 Remuneration awarded in 2021

The remuneration of the Group Executive Board amounted to TCHF 10,715 in 2021 (previous year TCHF 9,791). The base salaries of all GEB members in 2021 remained unchanged compared to the previous year. The remuneration of the CEO amounted to TCHF 3,175 in the same period (previous year TCHF 3,009). The total remuneration of the Group Executive Board in 2021 was more than in the previous year. The CEO’s variable remuneration represented 100% of his fixed remuneration. For the other members of the Group Executive Board, the variable remuneration represented between 92.9% and 100% of their individual fixed remuneration (plus representation allowance).

At the 2020 Annual General Meeting, the shareholders approved a maximum aggregate amount of TCHF 11,500 for the remuneration of the Group Executive Board for the year 2021. The remuneration awarded for that period amounts to TCHF 10,715 and is therefore within the approved amount.

The total remuneration of the Group Executive Board in 2021 was more than in the previous year. The main reasons for this are in particular:

  • higher variable remuneration due to the maximum achievement of the financial goals
  • temporary double occupation of the CFO position
  • higher contributions to social security funds

Further information on the remuneration awarded to the Group Executive Board for the business year 2021, compared with the maximum potential amount of remuneration, is provided with the invitation to the ordinary Annual General Meeting 2022.

The following table shows details of remuneration (gross) for 2021 and 2020:

 

 

2021

 

2020

 

 

C. Buhl
CEO

 

Total

 

C. Buhl
CEO

 

Total

 

 

CHF

 

CHF

 

CHF

 

CHF

Salary

 

 

 

 

 

 

 

 

- Fixed remuneration (excluding representation allowance)

 

1,001,806

 

3,435,383

 

1,001,806

 

3,386,672

- Variable remuneration 1

 

1,015,000

 

3,305,000

 

897,550

 

2,889,359

Thereof in shares in 2021 2

 

 

 

 

 

896,629

 

2,397,088

Shares/Options

 

 

 

 

 

 

 

 

- Call options MSOP 2021/2020 3

 

870,419

 

2,451,172

 

870,432

 

2,391,556

- Call options MSPP 2021/2020 4

 

59,701

 

159,605

 

31,817

 

77,766

Non-cash benefits

 

 

 

 

 

 

 

 

- Private share of company vehicle 5

 

7,056

 

44,504

 

7,056

 

33,751

Expenditure on pensions

 

 

 

 

 

 

 

 

- Pension plans

 

97,444

 

665,472

 

96,628

 

511,364

- Social insurance

 

121,156

 

639,973

 

101,117

 

484,679

- Contribution health/accident insurance

 

2,153

 

14,116

 

2,350

 

15,529

Total 6/7

 

3,174,735

 

10,715,225

 

3,008,756

 

9,790,676

1

The amounts to be paid (current year), and the amounts effectively paid (previous year) respectively are shown. The payment of the variable remuneration occurs in the following year. Members of the Group Executive Board are free to choose between a payment in shares or in cash.

2

Registered shares of the company with a par value of CHF 0.10 each, 3-year blocking period, valued at fair market value at grant date of CHF 569.65 (previous year: CHF 451.50).

3

Call options on registered shares of the company with a par value of CHF 0.10 each, issued within the scope of the Management Stock Option Programme (MSOP); 1 option entitles to purchase 1 registered share at an exercise price of CHF 569.65 (previous year: CHF 451.50); definitive vesting of the option subject to various conditions, 3- year vesting period (1 tranche at 100%); the total value of the call options is evaluated as of the grant date and afterwards measured annually according to the expected achievement of objectives. Market value of CHF 37.91 (previous year: CHF 16.58) determined using the binomial method.

4

Call options on registered shares of the company with a par value of CHF 0.10 each, issued within the scope of the Management Share Participation Programme (MSPP); 1 option entitles to purchase 1 registered share at an exercise price of CHF 569.65 (previous year: CHF 451.50); definitive vesting of the option subject to various conditions, 3-year vesting period (1 tranche at 100%); the total value of the call options is evaluated as of the grant date and afterwards measured annually according to the expected achievement of objectives. Market value of CHF 37.91 (previous year: CHF 16.58) determined using the binomial method.

5

Valuation in accordance with the guidelines of the Swiss Federal Tax Administration FTA (0.8% of the purchase cost per month).

6

Immaterial payments (below CHF 500) are not included in the total. Overall, these payments do not exceed CHF 2,000 per member of the Group Executive Board.

7

Departure of one member of the Group Executive Board as of December 31, 2021 and two members of the Group Executive Board as of March 31, 2020; one new member of the Group Executive Board as of November 1, 2021, and one member of the Group Executive Board as of April 1, 2020.

The parameters taken into consideration in the option valuation model are set out in Note 17, Participation plans of the consolidated financial statements.

7.3 Shareholdings of Group Executive Board

As of the end of 2021 and 2020, the Group Executive Board held the following shares in the company:

 

 

Maturity

 

Average exercise price in CHF

 

C. Buhl
CEO

 

R. Iff
CFO

 

T. Knechtle

 

R. van Triest

 

M. Baumüller

 

M. Ziegler

 

C. Rapp

 

Total

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholdings Group Executive Board

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

 

 

 

16,742

 

28,280

 

75

 

2,090

 

4,534

 

4,288

 

1,311

 

57,320

Percentage voting rights shares

 

 

 

 

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

0.16%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Call options 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of vesting period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lapsed

 

2022–2028

 

394.76

 

40,229

 

0

 

0

 

6,283

 

6,881

 

3,216

 

1,545

 

58,154

2022

 

2025–2028

 

424.97

 

47,421

 

22,641

 

0

 

14,498

 

11,294

 

11,377

 

1,775

 

109,006

2023

 

2028–2029

 

441.85

 

88,457

 

40,603

 

0

 

29,627

 

23,711

 

32,109

 

24,436

 

238,943

2024

 

2030

 

569.65

 

36,784

 

16,916

 

0

 

11,870

 

10,063

 

14,907

 

12,710

 

103,250

Total options

 

212,891

 

80,160

 

0

 

62,278

 

51,949

 

61,609

 

40,466

 

509,353

Percentage potential share of voting rights options

 

0.59%

 

0.22%

 

0.0%

 

0.17%

 

0.14%

 

0.17%

 

0.11%

 

1.42%

1

Purchase ratio 1 share for 1 option. The unvested options are subject to a performance-based vesting condition.

 

 

Maturity

 

Average exercise price in CHF

 

C. Buhl
CEO

 

R. Iff
CFO

 

R. van Triest

 

M. Baumüller

 

M. Ziegler

 

C. Rapp

 

Total

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholdings Group Executive Board

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

 

 

 

14,690

 

28,280

 

700

 

4,024

 

3,582

 

751

 

52,027

Percentage voting rights shares

 

 

 

 

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

0.14%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Call options 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of vesting period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lapsed

 

2021–2027

 

357.20

 

21,392

 

0

 

6,058

 

4,107

 

1,781

 

1,617

 

34,955

2021

 

2024–2028

 

409.97

 

19,945

 

10,746

 

6,653

 

3,462

 

2,548

 

766

 

44,120

2022

 

2025–2028

 

424.97

 

47,421

 

22,641

 

14,498

 

11,294

 

11,377

 

1,775

 

109,006

2023

 

2028–2029

 

429.13

 

88,457

 

40,603

 

29,627

 

23,711

 

32,109

 

24,436

 

238,943

Total options

 

177,215

 

73,990

 

56,836

 

42,574

 

47,815

 

28,594

 

427,024

Percentage potential share of voting rights options

 

0.48%

 

0.20%

 

0.15%

 

0.11%

 

0.13%

 

< 0.1%

 

1.15%

1

Purchase ratio 1 share for 1 option. The unvested options are subject to a performance-based vesting condition.

As of 31 December 2021, and in compliance with the Articles of Incorporation of Geberit AG, there were no outstanding loans or credits between the company and the members of the Group Executive Board, closely related parties or former members of the Group Executive Board.