Annual Report 2022

Annual Report 2022

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17. Participation plans

Share plans

In 2022, employees were able to purchase a defined number of shares at a discount of 50% (PY: 45%) compared to the market price (“Employee share purchase plan”). Geberit management was entitled to draw the previous year’s variable remuneration partly or entirely in shares valued at market price (“Management share purchase plan”). For each of these shares, management participants received 2 options (see part 2: “Option plans”). The members of the Board of Directors received a significant part of their compensation for 2021 in shares of Geberit AG (measured at current market value). All share plans are subject to blocking periods valid beyond the period of employment.

The share plans introduced in 2022 are summarised below:

 

 

End of blocking period

 

Number of participants

 

Number of shares issued

 

Issuing price

 

 

 

 

 

 

 

 

CHF

Employee share purchase plan (ESPP)

 

2024

 

3,455

 

21,165

 

275.90

Management share purchase plan (MSPP)

 

2025

 

141

 

16,222

 

584.10

Board of Directors compensation

 

2026

 

7

 

2,565

 

551.80

Total

 

 

 

 

 

39,952

 

 

The 39,952 shares required for these plans were taken from the stock of treasury shares.

As at 31 December 2022, the Board of Directors, the Group Executive Board and the employees owned a combined total of 411,998 (PY: 407,722) shares, i.e. 1.1% (PY: 1.1%) of the share capital of Geberit AG under these plans.

Option plans

The management has the opportunity to invest part or all of their variable remuneration in shares of Geberit AG through the management share purchase plan (MSPP). They may define a fixed number of shares to purchase, or a certain amount or a percentage of their variable remuneration to be invested in shares. In order to encourage management to participate in the program in 2022, two free options are provided for each share purchased through the program. These options are subject to a vesting period of three years.

In connection with an additional option plan (MSOP), the members of the Group Executive Board and managing directors are entitled to additional options. The options are subject to a vesting period of three years.

The exercise price of the options corresponds to the fair market value of the Geberit shares at the time of granting. The options have a term of ten years (MSPP & MSOP). They can be exercised between the vesting date and the maturity date. The vesting of share options is subject to the achievement of a performance criterion – the average Return on Invested Capital (ROIC) – over the respective vesting period.

The following numbers of options out of the 2022 grant are allocated with final effect at the end of the vesting period1:

 

 

Vesting period

 

Maturity

 

Number of participants

 

Number of granted options

 

Exercise price

 

 

 

 

 

 

 

 

 

 

CHF

Management share purchase plan (MSPP)

 

2022–2025

 

2032

 

141

 

32,444

 

584.10

Option plan (MSOP)

 

2022–2025

 

2032

 

100

 

195,935

 

584.10

Total

 

 

 

 

 

 

 

228,379

 

 

The fair value per options granted in 2022 as at March 2022 amounted on average to CHF 49.21 (PY: CHF 37.91) for MSPP and CHF 49.21 (PY: CHF 37.91) for MSOP at the respective granting date. The fair value was determined using the binomial model for “American Style Call Options”.

The calculation model was based on the following parameters:

 

 

Exercise price 1

 

Expected Ø volatility

 

Expected Ø dividend yield

 

Contractual period

 

Risk-free Ø interest rate

 

 

CHF

 

%

 

%

 

Years

 

%

Management share purchase plan (MSPP)

 

584.10

 

18.82

 

2.38

 

10

 

0.37

Option plan (MSOP)

 

584.10

 

18.82

 

2.38

 

10

 

0.37

1

The exercise price corresponds to the average price of Geberit shares for the period from 23.2.–22.3.2022.

The following table summarises all option plans in place as at 31 December 202212:

End of vesting period

 

Maturity

 

Number of options outstanding

 

Ø exercise price

 

Number of options in the money

 

Ø exercise price

 

 

 

 

 

 

CHF

 

 

 

CHF

Vested

 

2023–2028

 

319,567

 

411.36

 

249,677

 

404.48

2023

 

2028–2029

 

421,511

 

450.15

 

29,587

 

432.20

2024

 

2030

 

185,419

 

569.65

 

0

 

0

2025

 

2032

 

228,379

 

584.10

 

0

 

0

Total

 

 

 

1,154,876

 

485.09

 

279,264

 

407.42

This table also includes options under participation plans from earlier years that have different terms and vesting conditions.

The following movements took place in 2022 and 202112:

 

 

MSOP

 

MSPP

 

Total 2022

 

Total 2021

 

 

Number of options

 

Ø exercise price

 

Number of options

 

Ø exercise price

 

Number of options

 

Ø exercise price

 

Number of options

 

Ø exercise price

 

 

 

 

CHF

 

 

 

CHF

 

 

 

CHF

 

 

 

CHF

Outstanding 1 January

 

904,260

 

459.82

 

69,957

 

467.39

 

974,217

 

460.36

 

919,554

 

424.34

Granted options

 

195,935

 

584.10

 

32,444

 

584.10

 

228,379

 

584.10

 

197,785

 

569.65

Forfeited options

 

29,670

 

498.13

 

0

 

0

 

29,670

 

498.13

 

43,995

 

420.62

Expired options

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

Exercised options

 

14,560

 

381.99

 

3,490

 

380.09

 

18,050

 

381.62

 

99,127

 

361.91

Outstanding 31 December

 

1,055,965

 

482.87

 

98,911

 

508.75

 

1,154,876

 

485.09

 

974,217

 

460.36

Exercisable at 31 December

 

228,813

 

404.04

 

20,864

 

409.26

 

249,677

 

404.48

 

120,378

 

401.97

This table also includes options under participation plans from earlier years that have different terms and vesting conditions.

The numbers of the options of the plans 2019–2021 were changed to the effective number of options granted, which however has no impact on the financial statements of the Group.

The 1,154,876 options outstanding represent 3.2% of the outstanding shares of Geberit AG. In principle, the Group hedges this exposure with treasury shares.

The options outstanding as at 31 December 2022 had an exercise price of between CHF 361.75 and CHF 584.10 and an average remaining contractual life of 6.5 years (PY: 6.8 years).

Costs resulting from share plans amounted to MCHF 6.1 in 2022 (PY: MCHF 5.3); those for option plans totalled MCHF 9.7 (PY: MCHF 6.4).

1 1 The number of options allocated with final effect at the end of the vesting period depends on target achievement (average ROIC).

2 2 The number of options allocated with final effect at the end of the vesting period depends on target achievement (average ROIC).