Annual Report 2023

Annual Report 2023

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7. Group Executive Board: remuneration and share/option ownership in 2023

This section was audited by the external auditor.

7.1 Performance in 2023

In 2023, the Geberit Group’s net sales fell by 9.1% to CHF 3,084 million. This decrease was strongly influenced by negative currency effects of CHF 147 million as a result of the Swiss franc, which was significantly stronger compared to most other currencies. In local currencies, this resulted in a decline of 4.8%. Price increases of around 8% had a positive impact on the development. Volumes were significantly lower due to the declining building construction industry in Europe and the high prior-year level. Furthermore, the sanitary industry in some countries was negatively impacted by the shift in demand from sanitary to heating solutions.

In Swiss francs, all results were heavily impacted by the negative currency development. In total, operating cashflow (EBITDA) increased by 1.4% to CHF 921 million. After currency adjustments, this corresponded to an increase of 7.8%. The EBITDA margin increased significantly by 310 basis points to 29.9% compared to the same period in the previous year. Mainly due to a positive one-off tax effect in the previous year and a more negative financial result compared with the previous year, net income declined by 12.6% to CHF 617 million (currency-adjusted -6.3%), corresponding to a return on net sales of 20.0% (previous year 20.8%). Earnings per share fell by 10.2% to CHF 18.39 (previous year CHF 20.48). However, due to the positive effects of the share buyback programme, the decrease was less than proportional compared to the development of net income. Currency-adjusted, this resulted in a decrease of 3.7%. The return on invested capital (ROIC) decreased to 23.6% (previous year 26.5%), mainly due to the positive one-off tax effect in the previous year.

The variable 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, EBITDA margin and ROIC as well as reduction of the CO2 emissions. The achievement varied by key performance indicator, whereas the weighted average of all key figures which is taken to calculate the variable remuneration was above target. The achievement of qualitative individual targets is also taken into consideration.

7.2 Remuneration awarded in 2023

The remuneration of the Group Executive Board amounted to TCHF 10,179 in 2023 (previous year TCHF 9,436). The remuneration of the CEO amounted to TCHF 3,161 in the same period (previous year TCHF 3,148). The total remuneration of the Group Executive Board was slightly higher in 2023 compared to the previous year. There were seven members in the Group Executive Board in 2023 who received compensation for the full year. This compares to seven members in 2022, of whom six served on a full year basis. The additional member of the Group Executive Board was appointed in November 2022 with the associated increase in the individual remuneration elements. The CEO’s variable remuneration represented 69.3% of his fixed remuneration. For the other members of the Group Executive Board, the variable remuneration represented between 64.3% and 69.3% (previous year: between 61.1% and 68.3%) of their individual fixed remuneration (plus representation allowance).

At the 2022 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 2023. The remuneration awarded for that period amounts to TCHF 10,179 and is within the approved amount.

Further information on the remuneration awarded to the Group Executive Board for the business year 2023, compared with the maximum potential amount of remuneration, is provided with the invitation to the ordinary Annual General Meeting 2024.

The following table shows details of remuneration (gross) for 2023 and 2022:

 

 

2023

 

2022

 

 

C. Buhl
CEO

 

Total

 

C. Buhl
CEO

 

Total

 

 

CHF

 

CHF

 

CHF

 

CHF

Salary

 

 

 

 

 

 

 

 

- Fixed remuneration (excluding representation allowance)

 

1,026,805

 

3,577,638

 

1,022,801

 

3,330,871

- Variable remuneration 1

 

720,720

 

2,468,090

 

707,440

 

2,231,550

Thereof in shares in 2023 2

 

 

 

 

 

706,694

 

1,657,109

Shares/options

 

 

 

 

 

 

 

 

- Call options MSOP 2023/2022 3

 

1,112,774

 

2,925,715

 

1,109,981

 

2,709,405

- Call options MSPP 2023/2022 4

 

94,221

 

220,937

 

90,448

 

200,482

Non-cash benefits

 

 

 

 

 

 

 

 

- Private share of company vehicle 5

 

7,932

 

42,144

 

7,932

 

42,195

Expenditure on pensions

 

 

 

 

 

 

 

 

- Pension plans

 

101,421

 

609,911

 

97,544

 

557,277

- Social insurance

 

96,024

 

323,516

 

110,108

 

354,434

- Contribution health/accident insurance

 

1,531

 

11,137

 

1,551

 

10,114

Total 6/7

 

3,161,428

 

10,179,088

 

3,147,805

 

9,436,328

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 489.40 (previous year: CHF 551.80).

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 504.45 (previous year: CHF 584.10); allocation corresponds to the remuneration in the case of 100% target achievement; definitive vesting of the option subject to effective target achievement, 3-year vesting period (1 tranche at 100%); the total value of the call options is evaluated as of the grant date. Market value of CHF 65.25 (previous year: CHF 49.21) 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 504.45 (previous year: CHF 584.10); allocation corresponds to the remuneration in the case of 100% target achievement; definitive vesting of the option subject to effective target achievement, 3-year vesting period (1 tranche at 100%); the total value of the call options is evaluated as of the grant date. Market value of CHF 65.25 (previous year: CHF 49.21) determined using the binomial method.

5

Valuation in accordance with the guidelines of the Swiss Federal Tax Administration FTA (0.9% 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

Appointment of a new Group Executive Board member as of 1 October 2022.

The parameters taken into consideration in the option valuation model are set out in Consolidated Financial Statements Geberit Group, Note 17.

7.3 Shareholdings of the Group Executive Board

As of the end of 2023 and 2022, the members of the Group Executive Board held the following shares in the company:

 

 

Maturity

 

Average exercise price in CHF

 

C. Buhl
CEO

 

T. Knechtle
CFO

 

R. van Triest

 

M. Baumüller

 

M. Ziegler

 

C. Rapp

 

A. Lange

 

Total

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholdings Group Executive Board

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

 

 

 

20,024

 

887

 

2,090

 

4,965

 

5,928

 

2,373

 

690

 

36,957

Percentage voting rights shares

 

 

 

 

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

0.11%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Call options 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of vesting period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lapsed

 

2023–2029

 

417.63

 

174,483

 

0

 

50,408

 

40,930

 

46,002

 

27,756

 

6,281

 

345,860

2024

 

2030

 

569.65

 

36,784

 

0

 

11,870

 

10,063

 

14,907

 

12,710

 

1,570

 

87,904

2025

 

2032

 

584.10

 

48,788

 

14,911

 

12,395

 

10,478

 

16,203

 

13,687

 

1,802

 

118,264

2026

 

2033

 

504.45

 

36,996

 

12,501

 

9,226

 

7,295

 

12,111

 

10,272

 

8,048

 

96,449

Total options

 

297,051

 

27,412

 

83,899

 

68,766

 

89,223

 

64,425

 

17,701

 

648,477

Percentage potential share of voting rights options

 

0.84%

 

0.08%

 

0.24%

 

0.20%

 

0.25%

 

0.18%

 

0.05%

 

1.84%

1

Purchase ratio: 1 share for 1 option. The number of options corresponds to the allocation in the event of maximum target achievement, i.e. the unvested options are subject to a performance-based vesting condition.

 

 

Maturity

 

Average exercise price in CHF

 

C. Buhl
CEO

 

T. Knechtle
CFO

 

R. van Triest

 

M. Baumüller

 

M. Ziegler

 

C. Rapp

 

A. Lange

 

Total

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholdings Group Executive Board

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

 

 

 

18,580

 

215

 

2,090

 

5,660

 

4,776

 

1,957

 

528

 

33,806

Percentage voting rights shares

 

 

 

 

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

0.09%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Call options 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of vesting period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lapsed

 

2023–2028

 

409.16

 

87,650

 

0

 

20,781

 

17,219

 

14,317

 

3,320

 

2,965

 

146,252

2023

 

2028–2029

 

441.85

 

88,457

 

0

 

29,627

 

23,711

 

32,109

 

24,436

 

3,316

 

201,656

2024

 

2030

 

569.65

 

36,784

 

0

 

11,870

 

10,063

 

14,907

 

12,710

 

1,570

 

87,904

2025

 

2032

 

584.10

 

48,788

 

14,911

 

12,395

 

10,478

 

16,203

 

13,687

 

1,802

 

118,264

Total options

 

261,679

 

14,911

 

74,673

 

61,471

 

77,536

 

54,153

 

9,653

 

554,076

Percentage potential share of voting rights options

 

0.73%

 

0.04%

 

0.21%

 

0.17%

 

0.22%

 

0.15%

 

0.03%

 

1.55%

1

Purchase ratio: 1 share for 1 option. The number of options corresponds to the allocation in the event of maximum target achievement, i.e. the unvested options are subject to a performance-based vesting condition.

As of 31 December 2023, 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.