Compensation Summary 2022
Board of Directors
To ensure their independence, members of the Board of Directors (BoD) receive a fixed compensation only, partially provided in cash and partially provided via restricted shares. The restricted shares are blocked for a period of three years.
BoD Compensation Structure
| Chair | Vice-Chair | Member | ||||
|---|---|---|---|---|---|---|
| Honorarium | 450 000 | 180 000 | 150 000 | |||
| Committee fees | Based on individual activities | Based on individual activities | ||||
| Share-based compensation | 300 000 | 120 000 | 100 000 | |||
| Social security contributions | Based on individual situation | Based on individual situation | Based on individual situation |
For chairing one of the four committees, BoD members receive a cash payment of CHF 50 000 (CHF 80 000 for chairing the Audit Committee). For regular membership in a committee, BoD members receive a cash payment of CHF 30 000 (CHF 50 000 for the Audit Committee). The chairman is not entitled to committee membership fees.
The following shareholding requirements apply to BoD members:
- Chairman: 30 000 shares
- Vice-Chairman: 15 000 shares
- Member: 12 000 shares
For the mandate year 2021/2022, total compensation for the BoD members was within the approved budget:
| Mandate year | Actual | Approved | ||
|---|---|---|---|---|
| 2022/2023 1 | CHF 4.0m | CHF 5.0m | ||
| 2021/2022 | CHF 4.2m | CHF 5.0m | ||
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1 Estimation, mandate year not yet ended
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For the mandate year 2022/2023, the actual total amount of compensation paid out to the BoD members is estimated to amount to CHF 4.0 million, and therefore, the total amount stayed within the amount of CHF 5.0 million approved by the Annual General Meeting (AGM) in 2022.
Executive Steering Committee
The compensation for the ESC comprises the following elements:
- A fixed compensation payable in 12 installments
- A variable cash bonus payable once a year
- A long-term incentive plan settled in shares after a three-year vesting period
- Benefits in line with local practice
ESC Compensation Structure
| CEO | Paymix | Other ESC members | Paymix | |||||
|---|---|---|---|---|---|---|---|---|
| Fixed compensation | 1 200 000 | 30.0 % | 500 000 – 600 000 | 37.0 % | ||||
| Short-term incentive (STI) | 108 % of fixed com-pensation | 32.5 % | 80 % of fixed com-pensation | 30.0 % | ||||
| Long-term incentive (LTI) | 125 % of fixed com-pensation | 37.5 % | 90 % of fixed com-pensation | 33.0 % | ||||
| Other benefits 1 | Based on individual situation | Based on individual situation | Based on individual situation | Based on individual situation | ||||
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1 Other benefits include pension contributions, social security contributions, and other benefits.
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The following shareholding requirements apply to the ESC:
- CEO: 150 000 shares
- Other ESC members: 80 000 shares
For the performance year 2022, total compensation for the ESC was within the approved budget:
| Performance year | Actual | Approved | ||
|---|---|---|---|---|
| 2022 | CHF 12.2m | CHF 16.0m | ||
| 2021 | CHF 11.3m | CHF 16.0m |
In 2022, there were significant changes to the ESC (former EC). As of 30 June 2022, the three EC members stepped down from their appointments and will leave Clariant as of 30 June 2023. As of July 2022, the following new ESC members were announced:
- Bill Collins, CFO
- Angela Cackovich, Business President AdsorbentsAdsorbentsUsually solid substances which are able to selectively accumulate certain substances from adjacent gaseous or liquid phases. & Additives and EMEA
- Jens Cuntze, Business President Catalysts and APAC
- Christian Vang, Business President Care Chemicals and Americas
Despite the personnel changes in the ESC, the aggregate compensation for the ESC for 2022 remains within the amount approved by the AGM.
The total amount paid to members of the ESC in the business year 2022 was CHF 12.2 million, after CHF 11.3 million in the prior year. The increase in the total amount from 2021 to 2022 is mainly driven by two factors:
- The 2022 amount includes the pro-rata payments for the newly appointed ESC members as well as the continued payments to three EC members whose agreements expire mid-2023
- Clariant realized strong operational results in 2022. Sales increased from CHF 4 372 million in 2021 to CHF 5 198 million in 2022, while absolute EBITDAEBITDAEarnings before interest, taxes, depreciation, and amortization. increased by 14 % versus 2021 and Operating Cash Flow by CHF 139 million. The strong operational results is also reflected in higher bonus payouts for 2022 compared to 2021.