04 Disclosure of compensation of the Board of Directors and Executive Committee
04.1 Current members of the Board of Directors (including related parties)
The compensation of the Board of Directors is set at the Annual Shareholder Meeting for a period of one year. The Board’s term of office, and therefore its annual compensation period, do not match the fiscal year.
The Annual Shareholder Meeting prospectively approves the Board’s compensation for a period of one year, ending at the subsequent Annual Shareholder Meeting. The following tables show the actual compensation for the Board of Directors for fiscal year 2021 and 2020. As can be seen from the tables, the Board compensation for the term of office ending at the 2022 Annual Shareholder Meeting will be within the maximum aggregate amount approved by the Annual Shareholder Meeting. The aggregate amount of the Board’s compensation was lower in fiscal year 2021 than in the prior fiscal year due to a reduction in the number of Board members.
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Fiscal years 2021 and 2020 |
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In CHF (gross) |
Total cash compensation 1 |
Stock compensation 2 |
Total before social security contributions |
Social security contributions 3 |
Total compensation in fiscal year 2021 |
Total compensation in fiscal year 2020 |
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1/1/2020 to 4/23/2020 |
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Christoph Kutter, member |
— |
— |
— |
— |
— |
22,000 |
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Franz Richter, member |
— |
— |
— |
— |
— |
22,000 |
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1/1/2020 to 4/22/2021 |
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Rolf Huber, Vice Chairman |
22,000 |
— |
22,000 |
2,027 |
24,027 |
107,702 |
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1/1/2020 to 12/31/2021 |
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Heinz Kundert, Chairman |
132,000 |
66,000 |
198,000 |
— |
198,000 |
211,968 |
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Gian-Luca Bona, member |
66,000 |
33,000 |
99,000 |
8,632 |
107,632 |
107,702 |
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Mariel Hoch, Vice Chairwoman |
66,000 |
33,000 |
99,000 |
8,632 |
107,632 |
107,702 |
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Patrick Jany, member |
66,000 |
33,000 |
99,000 |
8,632 |
107,632 |
107,702 |
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4/22/2021 to 12/31/2021 |
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Tosja Zywietz, member |
44,000 |
33,000 |
77,000 |
— |
77,000 |
— |
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Board of Directors, total |
396,000 |
198,000 |
594,000 |
27,923 |
621,923 |
686,777 |
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Total Board compensation prospectively approved at the Annual Shareholder Meeting on April 22, 2021 and April 23, 2020, respectively |
800,000 |
700,000 |
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The total compensation paid to members of the Board of Directors (for the period from the Annual Shareholder Meeting to the year-end) plus estimated amounts yet to be paid in the following fiscal year (for the period from January to the next Annual Shareholder Meeting) are within the maximum aggregate amount approved by the Annual Shareholder Meeting indicated above |
YES |
YES |
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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.
04.2 Current and former members of the Executive Committee (including related parties)
A total of seven persons served as Executive Committee members during fiscal year 2021. On average for the fiscal year, this represented 5.4 full-time equivalents (fiscal year 2020: 5.8). The total compensation of the current and former members of the Executive Committee, as well as the highest individual compensation, are presented in the table below. 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.
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Fiscal year 2021 |
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In CHF (gross) |
Footnote |
Current Executive Committee members 1 |
Former Executive Committee members 2 |
Total, Executive Committee |
Of which K. Crofton (CEO) |
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Fixed compensation (cash) |
3 |
2,006,699 |
— |
2,006,699 |
650,000 |
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Short-term incentive compensation (STIP, cash) |
4 |
1,737,924 |
— |
1,737,924 |
794,748 |
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Short-term incentive compensation (STIP, stock) |
5 |
868,962 |
— |
868,962 |
397,374 |
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Long-term incentive compensation (LTIP, stock) |
6 |
104,595 |
— |
104,595 |
44,297 |
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Subtotal |
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4,718,180 |
— |
4,718,180 |
1,886,419 |
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Other benefits, incl. benefits in kind |
7 |
24,776 |
— |
24,776 |
20,112 |
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Employer contributions to social security plans |
8 |
436,750 |
— |
436,750 |
180,360 |
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Retirement benefits |
9 |
310,659 |
— |
310,659 |
148,580 |
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Total compensation to members of the Executive Committee |
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5,490,365 |
— |
5,490,365 |
2,235,471 |
1 The composition of and changes in the Executive Committee membership are presented in the corporate governance report.
2 In the fiscal year, no compensation was paid to former Executive Committee members.
3 For their work, the members of the Executive Committee receive a fixed compensation component, which is paid in cash. This item also includes any other, one-time cash compensation, such as length-of-service awards.
4 This item represents the portion of the STIP compensation paid in cash for 2021, 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 2021. 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 2021, 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 certain members of the Executive Committee for 2021.
8 This item represents employer contributions to the old age and survivors (AHV) and unemployment insurance plans (ALV), to the family allowance fund (FAK) and to the short-term disability insurance and accident insurance plans.
9 This item represents employer contributions to the employee pension plans.
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Fiscal year 2020 |
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In CHF (gross) |
Footnote |
Current Executive Committee members 1 |
Former Executive Committee members 2 |
Total, Executive Committee |
Of which M. Kammerer (President, PCT division) |
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Fixed compensation (cash) |
3 |
1,529,849 |
182,500 |
1,712,349 |
300,000 |
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Short-term incentive compensation (STIP, cash) |
4 |
307,774 |
55,914 |
363,688 |
64,572 |
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Short-term incentive compensation (STIP, stock) |
5 |
153,887 |
27,957 |
181,844 |
32,286 |
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Long-term incentive compensation (LTIP, stock) |
6 |
3,437 |
— |
3,437 |
1,040 |
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Subtotal |
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1,994,947 |
266,371 |
2,261,318 |
397,898 |
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Other benefits, incl. benefits in kind |
7 |
12,553 |
— |
12,553 |
— |
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Employer contributions to social security plans |
8 |
185,353 |
26,970 |
212,323 |
40,292 |
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Retirement benefits |
9 |
197,744 |
35,907 |
233,651 |
50,481 |
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Total compensation to members of the Executive Committee |
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2,390,597 |
329,248 |
2,719,845 |
488,671 |
1 The composition of and changes in the Executive Committee membership are presented in the corporate governance report.
2 In 2020, compensation was paid to two former Executive Committee members: René Lenggenhager and Prisca Hafner.
3 For their work the members of the Executive Committee receive a fixed compensation component, which is paid in cash. This item also includes any other, one-time cash compensation, such as length-of-service-awards.
4 This item represents the portion of the STIP compensation paid in cash for 2020, 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. 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, 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 certain members of the Executive Committee for 2020.
8 This item represents employer contributions to the old age and survivors (AHV) and unemployment insurance plans (ALV), to the family allowance fund (FAK) and to the short-term disability insurance and accident insurance plans.
9 This item represents employer contributions to the employee pension plans.
04.3 Shareholders’ say on pay regarding Executive Committee compensation and compensation mix
The tables below provide a comparison of the prospective approval of the fixed compensation and the retrospective approval of the variable compensation of the Executive Committee members by the Annual Shareholder Meeting. For fiscal years 2021 and 2020, the fixed compensation was within the maximum aggregate amount approved by the Annual Shareholder Meeting. In addition, the subsequent information provides an overview of the compensation mix for 2021 and 2020.
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In CHF (gross) |
Total, Executive Committee |
Total, Executive Committee |
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2021 |
2020 |
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Fixed compensation |
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Fixed compensation - cash portion |
2,006,699 |
1,712,349 |
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Employer contribution to social security and, retirement plans that is based on fixed compensation and other benefits, incl. benefits in kind |
522,432 |
408,958 |
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Total fixed compensation |
2,529,131 |
2,121,307 |
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Prospective approval of total fixed compensation by the preceding Annual Shareholder Meeting |
3,500,000 |
3,300,000 |
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Within range |
YES |
YES |
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In CHF (gross) |
Total, Executive Committee |
Total, Executive Committee |
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2021 |
2020 |
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Variable compensation |
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Short-term incentive compensation (STIP) – cash portion |
1,737,924 |
363,688 |
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Short-term incentive compensation (STIP) – stock portion |
868,962 |
181,844 |
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Long-term incentive compensation (LTIP) – stock |
104,595 |
3,437 |
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Employer contribution to social security and retirement plans that is based on variable compensation |
249,753 |
49,569 |
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Total variable compensation |
2,961,234 |
598,538 |
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Total variable compensation retrospectively approved by the subsequent Annual Shareholder Meeting |
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598,538 |
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In CHF (gross) |
Total, Executive Committee |
Highest-paid member of the Executive Committee |
Total, Executive Committee |
Highest-paid member of the Executive Committee |
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2021 |
2021 |
2020 |
2020 |
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Total compensation to members of the Executive Committee |
5,490,365 |
2,235,471 |
2,719,845 |
488,671 |
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Total fixed compensation in % of total compensation |
46% |
40% |
78% |
78% |
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Total variable compensation in % of total compensation |
54% |
60% |
22% |
22% |
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Variable compensation paid in cash in % of total STIP/LTIP variable compensation (excl. social security/retirement benefits) |
64% |
64% |
66% |
66% |
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Variable compensation paid in stock in % of total STIP/LTIP variable compensation (excl. social security/retirement benefits) |
36% |
36% |
34% |
34% |
04.4 Supplementary information on compensation
In fiscal year 2021, no signing bonuses were paid to present or former members of the Board of Directors or of the Executive Committee (fiscal year 2020: nil). No termination benefits were granted or paid (fiscal year 2020: nil).
In fiscal year 2021, no transactions with related parties were recorded (fiscal year 2020: nil) and no interim management contracts were in place (fiscal year 2020: nil).
No loans or other credits were granted to members of the Board of Directors or Executive Committee in the year under review (fiscal year 2020: nil). No loans or other credits were outstanding at the balance sheet date (December 31, 2020: nil). As well, Comet has not provided any guarantees or other security in the year under review (fiscal year 2020: nil).
No material changes related to compensation have occurred after the balance sheet date of December 31, 2021.