05 Disclosure of compensation of the Board of Directors and Executive Committee

The following disclosures represent all compensation of the members of the Board of Directors and Executive Committee and their related parties¹ for fiscal years 2019 and 2020, disclosed in accordance with the Ordinance Against Excessive Compensation at Listed Companies (OAEC). Further details on the included individuals and their positions in the Group are provided in the corporate governance section of this annual report.

¹ Related parties are persons outside the Comet Group who are related to members of the Board of Directors or Executive Committee within the meaning of section 678 of the Swiss Code of Obligations by virtue of close personal or economic ties in law or in fact. 

The compensation of the Board of Directors is set at the Annual Shareholder Meeting for a period of one year. As the Board’s term of office does not match the fiscal year, the compensation stated in the annual report may differ from the pre-set amount.

05.1 Current members of the Board of Directors (including related parties)

The 2020 Annual Shareholder Meeting had prospectively approved an aggregate amount of CHF 700,000 (prior year: CHF 870,000) for the term of office ending at the 2021 Annual Shareholder Meeting. The actual compensation in fiscal year 2020 was CHF 686,777. The amount of the Board’s compensation was lower than in the prior fiscal year due to a reduction in the number of Board members.

1. The compensation consists of a fixed retainer; two-thirds of it is paid in cash and disclosed in this item.
2. This item represents the one-third of the fixed retainer which is paid in stock. The actual transfer of the stock occurs in the subsequent year. The stock is subject to a holding period of three years from the date of the award, during which it cannot be sold.
3. This item represents employer contributions to social security plans and to the family allowance fund. No pension fund contributions, short-term disability insurance premiums or accident insurance premiums are paid.

Related party transactions

In the fiscal year there were no transactions with related parties (prior year: no such transactions).

05.2 Current members of the Executive Committee (including related parties)

A total of eight persons served as Executive Committee members during fiscal year 2020. On average for the fiscal year, this represented 5.8 full-time equivalents (prior year: 8.6). The compensation of the members of the Executive Committee for which an expense was accrued is presented in the table below.

The 2019 Annual Shareholder Meeting had prospectively approved an aggregate amount of CHF 3,500,000 for the fixed compensation for fiscal year 2020. The actual aggregate fixed compensation (including proportionate social security contributions and benefits in kind) reported for fiscal year 2020 was CHF 2,121,308. This amount is within the limits approved by shareholders for the fiscal year.

Further, for the prior fiscal year 2019, the 2020 Annual Shareholder Meeting retrospectively approved the proposed aggregate amount of CHF 343,980 for profit-sharing compensation of the Executive Committee (including proportionate social security contributions). This was paid out in May 2020, including 31% that was paid in stock (prior year: 43% in stock). The profit-sharing compensation of the Executive Committee (including proportionate social security contributions) for 2020 amounts to CHF 595,101 and will be submitted to shareholders’ vote at the 2021 Annual Shareholder Meeting.

1. The Executive Committee included the following members during fiscal year 2020, some of whom served for only part of the year: Heinz Kundert, Kevin Crofton, Eric Dubuis, Stephan Haferl, Michael Kammerer, Elisabeth Pataki, Keighley Peters and Thomas Wenzel. During fiscal year 2019, the Executive Committee included the following members, some of whom also served for only part of the year: Heinz Kundert, René Lenggenhager, Eric Dubuis, Stephan Haferl, Prisca Hafner, Michael Kammerer, Markus Portmann, Thomas Wenzel and Beat Malacarne.
2. Michael Kammerer, President of Plasma Control Technologies, was the Executive Committee member with the highest individual compensation for 2020. René Lenggenhager, CEO until June 21, 2019, was the Executive Committee member with the highest individual compensation in 2019. In the table above, the compensation for these two individuals is both disclosed separately and included in the total compensation of the Executive Committee.
3. For their work the members of the Executive Committee receive a fixed compensation component, which is paid in cash. This item comprises the fixed compensation of all Executive Committee members who served during all or part of the fiscal year. This item also includes any other, one-time cash compensation, such as length-of-service awards.
4. This item includes the portion of the STIP compensation paid in cash for 2020 and 2019, which is calculated based on the criteria of the compensation system. The actual payment occurs in the respective subsequent year.
   
5. This item represents the portion of the STIP compensation paid in stock for 2020 and 2019. The actual transfer of the stock occurs in the respective subsequent year. The stock is subject to a holding period of three years from the date of the award, during which it cannot be sold.
6. This item represents the LTIP compensation awarded for 2020 and 2019, all of which is paid in stock. The actual transfer of the stock occurs in the respective subsequent year. 
7. This item represents the annual cost of public ground transportation for two members of the Executive Committee for 2020 and 2019.
8. This item represents employer contributions to the governmental social security plans (for Executive Committee members in Switzerland, these are the old age and survivors (AHV) and unemployment insurance plans (ALV) as well as the family allowance fund (FAK)), to the employee pension plans and to the short-term disability insurance and accident insurance plans.

The amounts set out in the table above are not identical to the taxable income of the Executive Committee members, as the total compensation for the purposes of section 663 of the Code of Obligations includes employer social security contributions. The aggregate profit-sharing compensation (including proportionate social security contributions) reported for 2020 is CHF 595,101. The profit-sharing compensation of the Executive Committee members for 2020 will be paid out after its retrospective approval by shareholders at the 2021 Annual Shareholder Meeting.

Compensation mix

The average percentage of total compensation paid to members of the Executive Committee as fixed compensation in fiscal 2020 was 76% (excluding proportionate social security contributions) and 24% was variable. Therefore, the variable compensation amounted to 32% of fixed compensation. Of the variable compensation of the Executive Committee members, 33% was paid in stock. For the highest-paid member of management, the percentage of total compensation paid as fixed compensation was 75% (excluding proportionate social security contributions) and 25% was variable. Therefore, the variable compensation amounted to 33% of fixed compensation. Of the variable compensation, 33% was paid in stock.

05.3 Former members of the Board of Directors and Executive Committee (including related parties)

Former members of the Executive Committee are those members who were no longer active in the fiscal year but who, as a result of notice periods under their employment contracts, still received compensation. 

1. In the fiscal year, compensation was paid to two former Executive Committee members: René Lenggenhager and Prisca Hafner (in 2019, compensation was paid to the following two former Executive Committee members: Detlef Steck and Thomas Polzer).
2. This item includes the portion of the STIP compensation paid in cash for 2020 and 2019, which is calculated based on the criteria of the compensation system.
3. This item represents the portion of the STIP compensation paid in stock for 2020 and 2019. The actual transfer of the stock occurs in the respective subsequent year. The stock is subject to a holding period of three years from the date of the award, during which it cannot be sold.
4. In 2019, one member of the Executive Committee was reimbursed for expenses in connection with an international equalization of tax and of social security benefits, as well as receiving an amount toward additional travel and living expenses.
5. This item represents employer contributions to the old age and survivors (AHV) and unemployment insurance plans (ALV), to the family allowance fund (FAK), to the employee pension plans and to the short-term disability insurance and accident insurance plans.

05.4 Supplementary information on compensation

In 2020 no signing bonuses were paid to present or former members of the Board of Directors or of the Executive Committee and no termination benefits were granted or paid.

No loans or other credits were granted in the year under review, and no loans or other credits were outstanding at the balance sheet date. The Comet Group has not provided any guarantees or other security. The members of the Board of Directors and the Executive Committee did not receive benefits in kind. No material changes related to compensation have occurred after the balance sheet date of December 31, 2020.

05.5 Interim management contracts

There were no interim management contracts in 2020.