The Compensation Report contains information on the compensation policy, compensation programs and processes for determining the compensation paid to the Board of Directors and Group Management of the Mikron Group. It also provides detailed information on compensation paid in 2022. The Compensation Report satisfies the transparency requirements set out in the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (ERCO)*.
Fair and transparent
The compensation models are simple, clearly structured and transparent. They guarantee fair remuneration that reflects responsibilities and competencies.
Results- and performance-based
Part of the remuneration paid is linked directly to the Mikron Group‘s results and to individual performance.
Part of the compensation can be paid in the form of shares subject to a lock-up period. This gives recipients a share in the company’s long-term performance and ensures alignment with shareholder interests, including retention of key personnel.
Geared to the labor market
Compensation is geared to the market environment so as to attract and retain talent managers and employees.
*The adjustment in the disclosure required by the transition of the ERCO to the Code of Obligations
will be implemented in the remuneration report for the 2023 financial year.
|Instrument||Purpose||Influencing factors||Performance targets|
|Fixed annual basic salary (fixed compensation)||Monthly cash compensation||Remuneration for function||Scope and responsibility, individual qualifications and experience||–|
|Short-term incentive bonus in cash (short-term incentive)||Annual cash compensation||Remuneration for performance||Company results, individual performance||Order intake, EBIT, free cashflow, quantitative and qualitative targets|
|Long-term incentive plan (long-term incentive)||Locked-up shares (min. 3-year lock-up period)||Share in long-term performance, geared to shareholder interests and retention of key personnel||Contribution to the Group’s strategic development||Order intake and EBIT|
|Pension and benefits||Pension and social security
|Protection against risks
practice and position
The compensation of the Board of Directors and Group Management decided on by the General Meeting refers to the following periods in time:
The General Meeting elects individually at least two but not more than four members of the Board of Directors as members of the Remuneration Committee. The term of office of the members of the Remuneration Committee is one year and ends at the next ordinary General Meeting. Re-election is possible.
The members of the Remuneration Committee in the year under review were the Board members Andreas Casutt (Chairman) and Hans-Christian Schneider.
Subject to and within the scope of the approved overall compensation by the General Meeting, the Remuneration Committee proposes to the Board of Directors the remuneration of its members and proposes or determines the remuneration of the members of Group Management.
|In scope of audit opinion|
|in CHF 1,000||Base compensation||Compensation in shares||Social security and other expenses||Total|
|P. Zumbühl, Chairman**||144||108||68||68||13||13||225||189|
|H. Spoerry, Chairman**||0||2||0||0||0||3||0||5|
|A. Casutt, Vice-Chairman ***||50||41||87||22||10||8||88||71|
|E. Rikli, Vice-Chairman ***||18||51||0||7||3||10||24||88|
|P. Kilchmann*, Member||14||40||0||22||2||5||16||67|
|H-M. Hauser, Member||41||41||21||22||9||8||72||71|
|A. Bendler, Member||28||0||21||0||7||0||56||0|
|H.-C. Schneider, Member||28||0||21||0||7||0||56||0|
* P. Kilchmann’s compensation is settled through Ammann Group.
** P. Zumbühl was elected as H. Spoerry’s succsessor as Chairman of the board of directors in April 2021.
*** A. Casutt was elected as E. Rikli’s succsessor as Vice-Chairman of the board of directors in April 2022.
Members of the Board of Directors receive a fixed compensation in cash and a fixed amount converted into a number of shares blocked for at least 3 years. Furthermore, a lump sum is paid out as compensation for expenses in accordance with the regulations, which have been approved by the tax authorities. In April 2022, the General Meeting approved a total remuneration payable to the Board of Directors for the period up to the next meeting of a maximum of CHF 600,000. The remuneration disclosed in the table above covers the respective fiscal year and is not equal to the period between the Annual General Meetings. In the period between the Annual General Meetings the total of CHF 600,000 was not exceeded.
|In scope of audit opinion|
|CHF 1,000||M. Desrayaud, CEO||R. Rihs, COO Automation||Total compensation of Group Management|
|Pension and benefits||160||136||409||412|
|Total fixed compensation and short-term incentive||838||555||1,878||2,008|
|Total approved by previous General Meetings**||1,900||1,850|
|Pension and benefits||8||13|
|Total approved long-term incentive***||110||186|
|Long-term incentive to be approved by General Meeting 2023||266|
|Pension and benefits||19|
|Total to be approved by General Meeting||285|
* Any difference between the variable compensation accrued in the previous year and the amount actually paid out is included in the current year’s variable compensation disclosure. The short-term incentive of the CEO includes a contractual share-based compensation of CHF 140,000 in 2022 which will be part of the long-term incentive program from 2024 onwards.
** The pre-approved maximum compensation does not include an additional CHF 1,000,000 at the discretion of the Board of Directors as per the by- laws of the Mikron Holding AG for joining members of Group Management. In 2021 the exceeding amount of CHF 158,000 is fully attributable to the newly hired CEO Marc Desrayaud. The General Meeting does not vote on this additional amount.
*** The disclosed compensation 2021 is identical with the prior-year annual report. The value of the LTI compensation for the Group Management valuated as per the share transfer date is CHF 188,000 (CHF 111,000 for the COO Automation) instead of the disclosed CHF 186,000 (CHF 110,000 for the COO Automation).
Group Management is composed of the CEO, CFO and the Head of the Mikron Automation business segment. These persons are employed at Mikron Switzerland AG, Langenthal. The compensation is booked applying the accrual principle.
Members of Group Management receive a fixed compensation paid in 13 instalments and a short-term incentive. The short-term incentive is set by the Board of Directors within the boundaries approved by the General Meeting. The target incentive is significantly below the maximum allowed by the Articles of Association. The table below shows the short-term incentive as a percentage of the fixed compensation for 2022:
|Effective||Maximum set by Board of Directors||Maximum allowed as per Articles of Association|
|M. Desrayaud , CEO|
Furthermore, a lump sum is paid out as compensation for expenses in accordance with the regulations, which have been approved by the tax authorities. Expenses that are not covered by the lump sum compensation for expenses pursuant to the expense regulations of the Company are reimbursed against presentation of the relevant receipts. This additional compensation for expenses actually incurred does not need to be approved by the General Meeting. Payments are made in cash. Furthermore, members of Group Management are provided with company vehicles which may also be used for private travel. Expenditure for pension and social security includes employer contributions to social insurance and to the pension fund and senior management pension fund.
In April 2021, the General Meeting approved a total fixed compensation and short-term incentive which may be paid to Group Management during the 2022 financial year of maximum CHF 1,900,000, excluding the long-term incentive plan with separate approval. In April 2022, the amount of CHF 2,000,000, excluding the long-term incentive plan with separate approval, was approved, and may be paid out during the 2023 financial year.
The individual targets of the short-term incentive plan for Group Management reflect the importance of the targets depending on the role of the individual. The achievement is measured against qualitative and quantitative targets. The targets are defined by the Board of Directors at the beginning of the performance period on an annual basis. In extraordinary circumstances, the targets may be modified within the period at the discretion of the Board of Directors or the Remuneration Committee. The targets for the year 2022 were as follows:
|M. Desrayaud*||J. Perez Freije||R. Rihs|
|Order intake (Group and/or segment)||–||–||5%|
|Sales (Group and/or segment)||–||10%||20%|
|EBIT (Group and/or segment)||–||35%||30%|
|Strategic programs and internal initiatives||–||25%||35%|
|Other Group financial targets||–||15%||–|
*contractually fixed lump sum for 2021 and 2022.
An additional long-term incentive in the form of shares in the company may be provided to the members of Group Management. A total of 22,406 shares were distributed during the year 2022 as approved by the 2022 General Meeting. For the target achievement of the long-term incentive plan, the order intake and operating profit (EBIT excluding the investment property) as a percentage of the sales of the year are compared with the expectations as per the mid-term plan. In addition to the points carried forward from the prior year, a maximum of 150 bonus points, representing a target achievement of 150%, are awarded to the points basket and a maximum -50 points are deducted from the points basket, if the threshold of 0% target achievement is reached. At the end of each year, after the allocation or deduction of the yearly points, one third of the total is converted into a corresponding number of shares. The shares are transferred to the members after approval by the General Meeting and are blocked for a period of at least three years. The Board of Directors will pro- pose to the next General Meeting to approve an allocation of 30,185 shares to the members of Group Management as long-term-incentive compensation for 2022. The share price for the valuation at year-end was CHF 8.80. The remaining two thirds of the total are carried forward to the next year.
|In scope of audit opinion|
|Number of shares||Voting power||Number of shares||Voting power|
|Board of Directors|
|P. Zumbühl, Chairman||70,635||0.42%||61,963||0.37%|
|E. Rikli, Vice-Chairman (until 30.04.2022)||n/a||n/a||33,827||0.20%|
|A. Casutt, Vice-Chairman (since 01.05.2022)||14,881||0.09%||11,365||0.07%|
|H.-M. Hauser, Member||14,099||0.08%||11,365||0.07%|
|A. Bendler, Member||2,734||0.02%||n/a||n/a|
|H.-C. Schneider, Member||2,734||0.02%||n/a||n/a|
|M. Desrayaud, CEO||26,275||0.16%||9,775||0.06%|
|R. Rihs, COO||62,797||0.38%||49,617||0.30%|
|J. Perez Freije, CFO||28,457||0.17%||19,231||0.12%|
|These figures include shares held by related parties of these persons.|