Compensation, shareholdings and loans
Compensation, shareholdings and loans
The remuneration structure of the Board of Directors is annually reviewed and determined at the discretion of the Board of Directors. It consists of fixed fees and grants of Barry Callebaut AG share awards. In order to reinforce the independence of the Board in exercising its supervisory duties towards executive management, its remuneration is not linked to any performance criteria. Board members do not receive any lump-sum payments for expenses. The remuneration of the members of the Board is subject to the mandatory social security contributions.
Remuneration of the Board of Directors for fiscal year 2022/23 (audited figures)
|
in CHF |
Fixed compensation |
Other compensation1 |
Total cash- related remuneration |
Number of RSU2 |
Value of RSU3 |
Total remuneration 2022/23 |
|
Board Member |
||||||
|
Patrick De Maeseneire Chairman/Delegate |
400,000 |
144,373 |
544,373 |
353 |
707,805 |
1,252,178 |
|
Markus R. Neuhaus Vice-Chairman Chairman of the AFRQCC⁴ |
240,000 |
78,071 |
318,071 |
177 |
354,547 |
672,618 |
|
Fernando Aguirre Member of the NCC⁵ |
125,000 |
— |
125,000 |
126 |
252,856 |
377,856 |
|
Angela Wei Dong Member of the AFRQCC⁴ |
125,000 |
53,792 |
178,792 |
126 |
252,856 |
431,648 |
|
Thomas Intrator6 Member of the AFRQCC⁴ |
83,334 |
33,478 |
116,812 |
88 |
170,016 |
286,828 |
|
Nicolas Jacobs Member of the AFRQCC⁴ |
125,000 |
53,792 |
178,792 |
126 |
252,856 |
431,648 |
|
Elio Leoni Sceti Member of the NCC⁵ |
125,000 |
— |
125,000 |
126 |
252,856 |
377,856 |
|
Tim Minges Chairman of the NCC⁵ Member of the AFRQCC⁴ |
165,000 |
— |
165,000 |
126 |
252,856 |
417,856 |
|
Antoine de Saint-Affrique Member of the NCC⁵ |
116,667 |
73,905 |
190,572 |
126 |
252,856 |
443,428 |
|
Yen Yen Tan Member of the NCC⁵ |
125,000 |
53,792 |
178,792 |
126 |
252,856 |
431,648 |
|
Total remuneration Board of Directors |
1,630,001 |
491,203 |
2,121,204 |
1,500 |
3,002,360 |
5,123,564 |
1 Including social security contributions.
2 Number of shares granted in relation to the fiscal year under review; Grants to the BoD are based on the service period between Annual General Meetings of Shareholders.
3 Value defined as grant value at the beginning of the term of office.
4 Audit, Finance, Risk, Quality & Compliance Committee.
5 Nomination & Compensation Committee.
6 Member of the Board and member of the AFRQCC as of December 14, 2022.
Remuneration of the Executive Committee
The individual remuneration of the members of the Executive Committee is reviewed annually and determined at the discretion of the Board of Directors, based on the proposal of the NCC, in accordance with the principles set out in the Executive Total Reward Policy, market information and data, scope and level of responsibility of the position, and profile of the incumbents in terms of qualification, experience and skills set.
The remuneration structure for the Executive Committee of Barry Callebaut consists of four main remuneration elements: a fixed annual base salary, an annual short-term cash bonus pursuant to the Company’s Short-Term Incentive Plan, share-based long-term incentives pursuant to the Company’s Long-Term Incentive Plan and other benefits.
| Base salary (fixed) | Annual gross base salary |
|
| Annual cash bonus (variable) | Barry Callebaut Short-Term Incentive Plan (STIP) |
|
| Share based awards (variable) | Barry Callebaut Long-Term Incentive Plan (LTIP) |
|
| Other benefits | Risk benefits and perquisites |
|
Remuneration of the Executive Committee for fiscal year 2022/23 (audited figures)
|
in CHF |
Compensation fixed |
Compensation variable2 |
Post- employment benefits3 |
Other compensation4 |
Total cash- related remuneration |
Number of shares5 |
Value of shares6 |
Total remuneration 2022/23 |
|
Remuneration Executive Committee1 |
6,300,000 |
5,726,009 |
2,126,289 |
868,090 |
15,020,388 |
4,456 |
8,652,571 |
23,672,959 |
|
Highest individual remuneration within Executive Committee: Peter Feld, CEO Barry Callebaut Group |
666,667 |
666,667 |
447,873 |
36,210 |
1,817,417 |
2,528 |
4,939,771 |
6,757,188 |
1 Disclosure relates to the Executive Committee including all members during fiscal year 2022/23, i.e.: Peter Boone, Ben De Schryver, Olivier Delaunay, Peter Feld, Pablo Perversi, Steven Retzlaff, Massimo Selmo, Jo Thys, Rogier van Sligter, Vamsi Mohan Venkata Thati, Masha Vis-Mertens and Steve Woolley.
2 Based on best estimate of expected payout for fiscal year 2022/23 (accrual principle).
3 Including social security and pension contributions.
4 Includes international relocation costs, assignment related benefits such as tax equalization, schooling costs as well as international insurance coverage.
5 Number of shares granted in relation to the fiscal year 2022/23 as follows: CEO: Sign-on bonus amounting to 2,000 restricted shares (RS), blocked for 3 years; Executive Committee: sign-on bonus amounting to 255 restricted share units (RSU) vesting over three years. LTIP CEO: 264 ROIC-dependent performance share units and 264 share price dependent performance share units; LTIP for all other members of the Executive Committee: 838 ROIC-dependent performance share units and 835 share price-dependent performance share units.
6 The value of the RS and RSU is defined as fair value at grant date (CHF 1,963). The value of the ROIC-dependent PSU is the market price at grant date (CHF 1,934) discounted for dividends until the vesting. For share price-dependent PSU, the fair value is established based on a valuation performed by external experts applying the “Monte Carlo simulation” method (CHF 1,906) excluding the net present value of expected dividends.
