Compensation, shareholdings and loans

The Board of Directors has the final responsibility for the remuneration of the Board of Directors and the Executive Committee.
The Nomination & Compensation Committee (NCC) of Barry Callebaut assists the Board of Directors in fulfilling its responsibility by regularly evaluating the remuneration strategy and proposing individual compensation packages for the Board of Directors, the members of the Executive Committee, and other key members of the Management. The Board of Directors has not delegated any decision power to the NCC, therefore remuneration decisions are taken by the full Board of Directors upon recommendations of the NCC.

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 2020/21 (audited figures)

in CHF                                                                   
Board Member Compensation fix Other compensation1 Total cash-related remuneration Number of shares2 Value of shares3 Total
remuneration
2020/21
Patrick De Maeseneire
Chairman/Delegate
400,000 155,033 555,033 375 749,858 1,304,891
Markus R. Neuhaus
Vice-Chairman
Chairman of the AFRQCC⁴
240,000 83,697 323,697 188 375,262 698,959
Fernando Aguirre
Member of the NCC⁵
125,000 125,000 134 268,616 393,616
Suja Chandrasekaran6
Member of the NCC⁵
41,666 22,944 64,610 51 101,949 166,559
Nicolas Jacobs
Member of the AFRQCC⁴
125,000 54,231 179,231 134 268,616 447,847
Tim Minges
Chairman of the NCC⁵
Member of the AFRQCC⁴
165,000 165,000 134 268,616 433,616
Elio Leoni Sceti
Member of the NCC⁵
125,000 125,000 134 268,616 393,616
Angela Wei Dong
Member of the AFRQCC⁴
125,000 63,245 188,245 134 268,616 456,861
Yen Yen Tan7
Member of the NCC⁵
83,334 40,302 123,636 83 166,667 290,303
Total remuneration
Board of Directors
1,430,000 419,452 1,849,452 1,367 2,736,816 4,586,268

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. The 15% reduction of the number of shares for the compensation period from the AGM 2019 until the AGM 2020 is reflected pro rata from September 1, 2020, until December 9, 2020.
3    Value defined as closing share price 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 NCC until December 9, 2020.
7    Member of the Board and NCC as of December 9, 2020. 

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 Annual gross base salary
  • Determined at the discretion of the Board of Directors based on various criteria such as market value of the role, scope of the position and profile (experience, skills) of the incumbent
  • Target weight in % of total remuneration: CEO 25%–40%, Executive Committee 25%–40%
Variable annual bonus Barry Callebaut Short-Term Incentive Plan (STIP)
  • Target 100% of annual base salary for members of the Executive Committee
  • Based on the achievement of financial and strategic targets
  • Maximum payout: 200% of target
  • Payout in cash annually after release of full-year results
  • Target weight in % of total remuneration: CEO 25%–40%, Executive Committee 25%–40%
Share awards Barry Callebaut Long-Term Incentive Plan (LTIP)
  • Individual grant values approved by the Board of Directors; number of shares determined by dividing the grant value by the average share price over three months prior to the grant
  • Vesting of award over a three-year vesting cycle: 25% in the first and second year each,
  • 50% in the third year subject to performance criteria
  • Performance criteria: vesting of the final tranche based on two performance criteria, 50% on the relative performance of the Barry Callebaut share price compared to peer companies and 50% on the ROIC performance of the Company over the three-year vesting period
  • Target weight in % of total remuneration: CEO 20%–50%, Executive Committee 20%–50%
Other benefits Risk benefits and perquisites
  • Social security contributions by employer
  • Post-employment and retirement benefits
  • Health care and medical insurances
  • Executive perquisites such as company car, relocation costs, etc.

 

Performance achievement scenario

 

Performance achievement scenario

Share awards
1st Tranche

Share awards
2nd Tranche

Share awards
3rd Tranche

Total share awards vested over a
vesting cycle

100% achievement of performance criteria

25%

25%

50%

100%

Top achievement of performance criteria (cap)

25%

25%

150%

200%

Lowest achievement of performance criteria (floor)

25%

25%

0%

50%

Remuneration of the Executive Committee for fiscal year 2020/21 (audited figures)

in CHF                
  Compen-
sation
fixed
Compen-
sation variable2
Post-employ-
ment benefits3
Other compen-
sation4
Total cash-related remunera-
tion
Number of shares5 Value of shares6 Total remunera-
tion 2020/21
Remuneration Executive Committee1 5,366,377 6,947,904 1,901,120 1,849,341 16,064,742 3,254 7,149,116 23,213,858
Highest individual remuneration within Executive Committee: Antoine de Saint-Affrique, CEO Barry Callebaut Group 1,600,000 2,100,000 462,910 41,691 4,204,601 897 1,970,644 6,175,245

1    Disclosure relates to the Executive Committee including all members during fiscal year 2020/21, i.e.: Antoine de Saint-Affrique, Remco Steenbergen, Ben De Schryver, Peter Boone, Olivier Delaunay, Isabelle Esser, Andrew Fleming, Pablo Perversi, Steven Retzlaff, Rogier van Sligter, Jo Thys. 
2    Based on best estimate of expected payout for fiscal year 2020/21 (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 2020/21; vesting subject to meeting service and/or performance conditions. For the Executive Committee, the amount includes 1,628 RSU, 813 ROIC- dependent PSU and 813 share price-dependent PSU.
6    Value of shares is defined as fair value at grant date. The fair value of the RSU and ROIC-dependent PSU is the market price at grant date (CHF 2,000) 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 2,938) excluding the net present value of expected dividends.

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