— Compensation report — Compensation of the Board of Directors for 2022
Compensation of the Board of Directors for 2022
The following table discloses the compensation paid to the members of the Board of Directors for financial year 2022 while performing services for medmix:
|
|
|
2022 |
||||||
|
thousands of CHF |
|
Cash fees |
|
Restricted share unit (RSU) plan 4) |
|
Social security contributions 5) |
|
Total |
|
Greg Poux-Guillaume, Chairman 1) |
|
150 |
|
150 |
|
23 |
|
323 |
|
Barbara Angehrn 2) |
|
49 |
|
65 |
|
9 |
|
123 |
|
Daniel O. Flammer 2) |
|
49 |
|
65 |
|
9 |
|
123 |
|
Rob ten Hoedt 2) |
|
54 |
|
73 |
|
10 |
|
137 |
|
David Metzger 2) |
|
45 |
|
60 |
|
8 |
|
113 |
|
Marco Musetti 1) |
|
74 |
|
73 |
|
12 |
|
159 |
|
René Willi 2) |
|
49 |
|
65 |
|
9 |
|
123 |
|
Jill Lee 3) |
|
19 |
|
0 |
|
2 |
|
21 |
|
Board of Directors |
|
489 |
|
551 |
|
82 |
|
1’122 |
|
|
|
2021 |
||||||
|
thousands of CHF |
|
Cash fees |
|
Restricted share unit (RSU) plan 4) |
|
Social security contributions 5) |
|
Total |
|
Greg Poux-Guillaume, Chairman |
|
42 |
|
79 |
|
12 |
|
133 |
|
Jill Lee |
|
22 |
|
41 |
|
6 |
|
69 |
|
Marco Musetti |
|
22 |
|
41 |
|
4 |
|
67 |
|
Board of Directors |
|
86 |
|
161 |
|
22 |
|
269 |
1) Member of the Board of Directors since September 20, 2021.
2) Member of the Board of Directors since April 12, 2022.
3) Member of the Board of Directors from September 20, 2021 to April 12, 2022.
4) RSU awards granted in 2022 had a fair value of CHF 32.7472 at grant date. The amount represents the full fair value of grants made in 2022.
5) The amount includes mandatory social security contributions on the cash fees and estimated contributions on the RSU (based on their fair value at grant) paid by the company on behalf of the Board members.
As of December 31, 2022, there were no outstanding loans or credits granted to the members of the Board of Directors, former members of the Board of Directors or related parties. In 2022, no compensation was granted to former members of the Board of Directors or related parties.
Reconciliation between the reported board compensation and the amount approved by the shareholders at AGM
At the AGM 2022, shareholders approved a maximum aggregate compensation amount of CHF 1,500,000 for the Board of Directors for the period of office from the 2022 AGM until the end of the 2023 AGM. The table below shows the reconciliation between the compensation that was/will be paid out for the periods of office and the maximum aggregate compensation amounts approved by the shareholders.
|
thousands of CHF |
|
Compensation earned during financial year as reported (A) |
|
Less compensation earned from Jan to AGM of financial year (B) |
|
Plus compensation accrued from Jan to AGM of year following financial year (C) |
|
Total compensation earned for the period from AGM to AGM of medmix (A-B+C) |
|
Amount approved by shareholders at respective AGM |
|
Ratio between compensation earned for the period from AGM to AGM versus amount approved by shareholders |
|
2022 AGM - 2023 AGM |
|
2022 |
|
January 1, 2022 to 2022 AGM medmix |
|
January 1, 2023 to 2023 AGM medmix |
|
2022 AGM to 2023 AGM |
|
2022 AGM |
|
2022 AGM |
|
Board of Directors Total |
|
1’122 |
|
82 |
|
148 |
148 |
1’188 |
|
1’500 |
|
79.2% |
|
|
|
Compensation earned during financial year as reported from the EGM of Sulzer till the end of year (A) |
|
Less compensation earned from Jan to AGM of financial year (B) |
|
Plus compensation accrued from Jan to AGM of medmix of year following financial year (B) |
|
Total compensation earned for the period from EGM of Sulzer to AGM of medmix (A+B) |
|
Amount approved by shareholders at respective EGM |
|
Ratio between compensation earned for the period from EGM to AGM versus amount approved by shareholders |
|
2021 EGM - 2022 AGM |
|
September 20, 2021 to December 31, 2021 |
|
September 20, 2021 to 2021 EGM |
|
January 1, 2022 to 2022 AGM medmix |
|
2021 EGM to 2022 AGM |
|
2021 EGM |
|
2021 EGM |
|
Board of Directors Total |
|
269 |
|
0 |
|
83 |
148 |
352 |
|
450 |
|
78.2% |