6. Shareholding Guidelines
In order to further strengthen the long-term focus of the members of the Board and the Group Executive Board and to increase the alignment of their interests with those of SIG’s shareholders, Shareholding Guidelines are in place. Members of the Board (including the Chairman) are required to build an investment in SIG shares worth the equivalent of 100% of their annual base fees within a three-year build-up period from the first equity grant date.
Similarly, members of the Group Executive Board are required to build an investment in SIG shares worth the equivalent of 100% of their annual base salary, or 200% for the CEO, within a five-year build-up period, starting with their first grant under the equity-based compensation plan.
To assess whether the thresholds have been met, all blocked or unblocked SIG shares and vested or unvested entitlements to SIG shares (such as Restricted Share Units (“RSUs”), which were granted prior to 2020 in a few cases, and Blocked Shares), excluding Performance Share Units received as compensation are considered. Additionally, SIG shares acquired privately, either outright or beneficially, by the members of the Board or Group Executive Board or their immediate family members count towards meeting the thresholds.
If the Shareholding Guidelines are not met by a member of the Board or a member of the Group Executive Board at the end of the build-up period, non-fulfilment consequences, including sale restrictions on equity instruments received as compensation, would apply until the Shareholding Guidelines are met. Adherence is assessed by the Compensation Committee on an annual base.
Shareholdings (audited)
The following tables show the shareholdings of the members of the Board of Directors as well as the members of the Group Executive Board as of 31 December 2021 and 31 December 2020.
Board of Directors
Table 3: Shareholdings of the Board of Directors as of 31 December 2021 including information of the prior year
|
|
Number of directly or beneficially held SIG shares1 |
|
RSUs2 |
|
Number of indirectly held shares |
|
Total shareholdings 31 Dec. 2021 |
|
Total shareholdings 31 Dec. 2020 |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Andreas Umbach |
|
90,121 |
|
– |
|
– |
|
90,121 |
|
81,026 |
||||||||||
Matthias Währen |
|
30,206 |
|
– |
|
– |
|
30,206 |
|
26,483 |
||||||||||
Colleen Goggins |
|
28,382 |
|
7,287 |
|
– |
|
35,669 |
|
32,113 |
||||||||||
Werner Bauer |
|
55,495 |
|
– |
|
– |
|
55,495 |
|
51,939 |
||||||||||
Wah-Hui Chu |
|
41,132 |
|
6,949 |
|
– |
|
48,081 |
|
44,690 |
||||||||||
Mariel Hoch |
|
16,120 |
|
– |
|
– |
|
16,120 |
|
12,564 |
||||||||||
Martine Snels |
|
1,853 |
|
– |
|
– |
|
1,853 |
|
n/a4 |
||||||||||
Abdallah al Obeikan |
|
1,853 |
|
– |
|
1,827,1103 |
|
1,828,963 |
|
n/a4 |
||||||||||
Nigel Wright |
|
– |
|
– |
|
– |
|
– |
|
– |
||||||||||
Total |
|
265,162 |
|
14,236 |
|
1,827,110 |
|
2,106,508 |
|
248,815 |
||||||||||
|
Group Executive Board
Table 4: Shareholdings of the members of the Group Executive Board as of 31 December 2021 including information of the prior year
|
|
Total shareholdings |
|
Total shareholdings |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Samuel Sigrist |
|
200,063 |
|
200,063 |
||||||||
Frank Herzog |
|
– |
|
n/a2 |
||||||||
Ian Wood |
|
75,000 |
|
75,000 |
||||||||
Lawrence Fok |
|
188,572 |
|
268,572 |
||||||||
Ricardo Rodriguez |
|
250,002 |
|
250,002 |
||||||||
Abdelghany Eladib |
|
7,420 |
|
n/a2 |
||||||||
José Matthijsse |
|
– |
|
n/a2 |
||||||||
Rolf Stangl |
|
n/a3 |
|
– |
||||||||
Martin Herrenbrück |
|
n/a3 |
|
50,000 |
||||||||
Total |
|
721,057 |
|
843,637 |
||||||||
|
Despite the on-going build-up period for both members of the Board of Directors as well as the members of the Group Executive Board, the members in office since the Company’s IPO in 2018 already fulfil the required shareholdings. For other members, the compliance check will be done after the build-up period has expired.