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 (for further details please refer to the “Functioning of the Board” section in the Corporate Governance Report).

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 2018/19 (audited figures)

in CHF

 

 

 

 

 

 

 

 

 

 

 

 

BoD Member

 

Compensation fix

 

Other compensation1

 

Total cash-related remuneration

 

Number of shares2

 

Value of shares3

 

Total
remuneration
2018/19

Patrick De Maeseneire
Chairman/Delegate

 

400,000

 

164,992

 

564,992

 

500

 

854,667

 

1,419,659

Jakob Baer
Vice Chairman
Chairman of the AFRQCC4

 

200,000

 

77,754

 

277,754

 

250

 

427,333

 

705,087

Fernando Aguirre
Member of the NCC5

 

125,000

 

 

125,000

 

180

 

307,680

 

432,680

Suja Chandrasekaran6
Member of the AFRQCC

 

83,333

 

43,684

 

127,017

 

120

 

193,680

 

320,697

James (Jim) Donald7
Chairman of the NCC

 

46,667

 

7,841

 

54,508

 

60

 

114,000

 

168,508

Nicolas Jacobs
Member of the AFRQCC

 

125,000

 

72,855

 

197,855

 

180

 

307,680

 

505,535

Timothy Minges8
Chairman of the NCC

 

135,000

 

 

135,000

 

180

 

307,680

 

442,680

Markus Neuhaus6
Member of the AFRQCC

 

83,333

 

37,050

 

120,383

 

120

 

193,680

 

314,063

Elio Leoni Sceti
Member of the NCC

 

125,000

 

 

 

125,000

 

180

 

307,680

 

432,680

Juergen Steinemann
Member of the NCC

 

125,000

 

 

 

125,000

 

180

 

307,680

 

432,680

Angela Wei Dong6
Member of the Board

 

66,667

 

42,598

 

109,265

 

120

 

193,680

 

302,945

Total remuneration
Board of Directors

 

1,515,000

 

446,774

 

1,961,774

 

2,070

 

3,515,440

 

5,477,214

 

 

 

 

 

 

 

 

 

 

 

 

 

1     Including social security contributions.
2     Number of shares granted in relation to the fiscal year under review; vesting subject to meeting service conditions. Grants to Board are based on the service period between Annual General Meetings of Shareholders.
3     Value defined as closing share price at the beginning of the service period.
4     Audit, Finance, Risk, Quality & Compliance Committee.
5     Nomination & Compensation Committee.
6     Member of the Board since December 12, 2018.
7     Member of the Board until December 12, 2018.
8     Member of the AFRQCC until December 12, 2018; Chairman of the NCC since December 12, 2018.

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 a basket of benchmark 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%

  • Exceptional grant of performance share units in fiscal year 2018/19, subject to a four-year cliff vesting based on outperforming the Mid-Term Plan in terms of volume CAGR, EBIT, cumulative Free cash flow and ROIC

 

Other benefits

Risk benefits and perquisites

  • Social security contributions by employer

  • Post-employment and retirement benefits

  • Healthcare 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 2018/19 (audited figures)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in CHF

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compen-
sation
fixed

 

Compen-
sation variable2

 

Post-employ-
ment benefits3

 

Other compen-
sation

 

Total cash-related remunera-
tion

 

Number of shares4

 

Value of shares5

 

Total remunera-
tion 2018/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration Executive Committee1

 

5,701,839

 

7,810,646

 

2,073,515

 

1,421,298

 

17,007,298

 

4,757

 

8,388,122

 

25,395,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Highest individual remuneration within Executive Committee: Antoine de Saint-Affrique, CEO Barry Callebaut Group

 

1,600,000

 

2,282,880

 

496,860

 

24,000

 

4,403,740

 

1,458

 

2,558,440

 

6,962,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1     Disclosure relates to the Executive Committee including all members during fiscal year 2018/19, i.e.: Antoine de Saint-Affrique, Peter Boone, Ben de Schryver, Isabelle Esser, Massimo Garavaglia, Carole Le Meur,
Pablo Perversi, Dirk Poelman, Steven Retzlaff, Remco Steenbergen.

2     Based on best estimate of expected payout for fiscal year 2018/19
(accrual principle).

3     Including social security and pension contributions.
4     Number of shares granted in relation to the fiscal year 2018/19; vesting subject to meeting service and/or performance conditions.
5     Value of shares is defined as fair value at grant date. For restricted share units and for ROIC and mid term plan dependent performance shares, this is the share price at grant date. For share price dependent performance share units the fair value is established based on a valuation performed by external experts applying the “Monte Carlo simulation” method. In all cases, the net present value of expected dividends that will not be received by the plan participant during the vesting period is excluded.

Related Downloads

Get in Touch

Your Barry Callebaut Group Contacts

Christiaan Prins
Head of External Affairs
+41 43 204 03 76
Claudia Pedretti
Head of Investor Relations
+41 43 204 04 23