The Group is committed to fair, balanced and performance-based compensation practices that align long-term employee and shareholder interests.
The objectives of the Group’s compensation policy include attracting and retaining employees, and motivating them to achieve results with integrity and fairness. The compensation policy is designed to support a performance culture which fosters teamwork and collaboration. Furthermore, it aims to promote effective risk management practices consistent with the Group’s compliance and control framework. The compensation policy takes into account the capital position and long-term performance of the Group and balances the fixed and variable compensation components to reflect the value and responsibility of the roles that employees perform. The objectives of the compensation policy are framed to achieve an appropriate balance between the interests of employees and shareholders in order to create sustainable value for the Group.
Message from Compensation Committee Chairman
Compensation to the Executive Board
Compensation payable to the Executive Board members, including the CEO, is proposed by the Board upon recommendation by the Compensation Committee and subject to shareholder approval at the AGM.
|STI awards (Deferred) 1||Total
and other benefits3
|2015 (CHF million, except where indicated; does not include replacement awards)|
% of total compensation
|of which joiners and leavers during 2015 (12 individuals)||11.41||16.42||27.83||15.27||0.28||0.64||16.19||44.02|
% of total compensation
|of which highest paid: Rob Shafir||3.15||3.15||6.30||1.54||0.03||0.01||1.58||7.88|
|% of total compensation||40%||40%||20%|
|of which CEO: Tidjane Thiam||1.14||1.71||2.86||1.58||-||0.13||1.71||4.57|
|% of total compensation||25%||38%||35%|
1) STI awards for 2015 comprise CHF 11.4 million Contingent Capital Awards, CHF 8.7 million performance shares as well as CHF 0.55 million granted as blocked shares and performance shares to the Executive Board members who were categorized as PRA Code Staff, including an Executive Board member who is no longer on the Executive Board. The applicable Group share price for all share awards was CHF 19.93.
2) Share awards granted prior to January 1, 2014 carry the right to an annual payment equal to the dividend payable on each Group share. The dividend equivalents were paid in respect of awards granted in prior years and were delivered in cash, consistent with dividends paid on actual shares.
3) Other benefits consist of housing allowances, expense allowances and relocation allowances. For the total compensation awarded to members of the Executive Board, the Group made payments of CHF 5.8 million in 2015 and CHF 4.3 million in 2014 to cover the mandatory employer social security contributions as required under the social security laws applicable to the individual Executive Board members based on their domicile and employment status. These contributions do not form part of the Executive Board members’ compensation.
4) For the individuals who joined the Executive Board and the individuals who left the Executive Board during 2015, compensation relating to the period during which they were members of the Executive Board is included in the table above. Compensation for Mr. Thiam includes compensation relating to the period from June 22, 2015 to December 31, 2015; compensation for Mr. Shafir relates to the period from January 1, 2015 to October 21, 2015.
5) Replacement awards in the form of share awards were granted to Mr. Thiam and Mr. Goerke with the value at grant of CHF 14.3 million and CHF 1.9 million, respectively, to compensate them for the cancellation of deferred awards by their previous employer. Valued at the closing share price of CHF 14.21 on March 17, 2016, the replacement awards amount to CHF 9.6 million and CHF 1.1 million, respectively. These one-time replacement awards do not form part of the compensation in the table above. Considering these payments with their value at grant, the total compensation of the Executive Board and the CEO in 2015 amounted to CHF 80.4 million and CHF 18.9 million, respectively.
For a full description of the compensation for Members of the Executive Board for 2015 and the compensation structure for Members of the Executive Board for 2016, refer to the Annual Report 2015 - Compensation.
Compensation to the Board of Directors
Compensation payable to members of the Board, including the Chairman, is proposed by the Board upon recommendation by the Compensation Committee and subject to shareholder approval at the AGM.
|Base board fee||Committee
|Chair fees||Subsidiary board fees||Total
|Awarded in cash||% of total compen-sation||Awarded in Group shares2||% of total compen-sation|
|Urs Rohner, Chairman 3||3,000,000||-||-||-||3,225,956||3,225,956||100%||-||0%|
|Jassim Bin Hamad J.J. Al Thani 4||250,000||-||-||250,000||125,000||50%||125,000||50%|
|Iris Bohnet 4,5||250,000||100,000||-||-||369,783||194,783||53%||175,000||47%|
|Noreen Doyle 4,6||250,000||250,000||-||280,000||780,000||530,000||68%||250,000||32%|
|Andreas N. Koopmann 4||250,000||200,000||-||-||450,000||225,000||50%||225,000||50%|
|Jean Lanier, Chairman
of the Compensation Committee 4,7
|Seraina Maag 4||250,000||150,000||-||-||400,000||200,000||50%||200,000||50%|
|Kai S. Nargolwala 4||250,000||200,000||-||-||450,000||225,000||50%||225,000||50%|
|Severin Schwan 4||250,000||100,000||-||-||350,000||175,000||50%||175,000||50%|
|Richard E. Thornburgh,
Chairman of the Risk Committee 4,8
|Sebastian Thrun 4||250,000||100,000||-||-||350,000||175,000||50%||175,000||50%|
|John Tiner, Chairman
of the Audit Committee 4,8
1) At the 2015 AGM, shareholders approved a maximum amount of total compensation to be awarded to Board members until the 2016 AGM of CHF 12 million. For the total compensation awarded to members of the Board, the Group made payments of CHF 0.5 million in 2015 and CHF 0.6 million in 2014 to cover the mandatory employer social security contributions as required under the social security laws applicable to the individual Board members based on their domicile and employment status. These contributions do not form part of the Board members’ compensation.
2) As per December 31, 2015, one-half of the Board member fees to be awarded in Group shares have been delivered to Board members. The applicable Group share price was CHF 21.49. The remaining shares will be delivered to Board members at or around the date of the 2016 AGM and the share price for this second share delivery will be determined at that time. Group shares are subject to a four-year blocking period.
3) The chair fee of the Chairman is set at CHF 1.5 million to be awarded as 100% Group shares. For the period from the 2015 AGM to the 2016 AGM, the Chairman proposed to voluntarily waive his Chair fee and this proposal was approved by the Board in the context of determining compensation. The total compensation of the Chairman includes benefits received in 2015 of CHF 225,956, which included pension and health insurance benefits and lump sum expenses.
4) All members of the Board are awarded an annual base board fee and a committee fee for their respective committee membership for the period from one AGM to the next, i.e., from April 23, 2015 to April 29, 2016. Except for the Chairman, who receives his base board fee in 12 monthly installments throughout this period, Board member fees are paid in two installments of cash and Group shares, which are made approximately six and twelve months after the AGM respectively. As of the date of the 2016 AGM, these total combined fees will have been paid in cash (69%) and Group shares (31%).
5) The total compensation of Iris Bohnet includes a payment of USD 20,000 (CHF 19,783) for a speaking engagement at a Credit Suisse sponsored event.
6) In addition to the base board and committee fees, which were awarded as 50% cash and 50% Group shares, a subsidiary board fee of GBP 200,000 (CHF 280,000) was awarded in cash to Noreen Doyle as a non-executive director and chair of two of the Group’s UK subsidiaries, Credit Suisse International and Credit Suisse Securities (Europe) Limited.
7) In addition to his base board and committee fees, Jean Lanier is awarded a chair fee of CHF 200,000 as Compensation Commitee Chairman; the chair fee is awarded as 50% cash and 50% Group shares.
8) In addition to their base board and committee fees, Richard E. Thornburgh and John Tiner are each awarded a chair fee and a subsidiary board fee for a combined amount of CHF 700,000. Richard E. Thornburgh is awarded a chair fee of CHF 583,333 as Risk Committee Chairman (50% in cash, 50% in Group shares), and a subsidiary board fee of CHF 116,667 awarded in cash as a non-executive director and chair of the Group’s US subsidiary, Credit Suisse Holdings (USA) Inc., to which Mr. Thornburgh was appointed in December 2015. Mr. Thornburgh did not receive separate fees during 2015 as non-executive director of the Group’s UK subsidiaries, Credit Suisse International and Credit Suisse Securities (Europe) Limited. Similarly, the fees of Mr. Tiner are also split between his fee as Audit Committee Chairman (50% cash, 50% Group shares) and a subsidiary board fee awarded in cash as non-executive director of the US subsidiary, Credit Suisse Holdings (USA) Inc., to which Mr. Tiner was appointed in December 2015. The subsidiary fee amounts disclosed above are pro-rated from December 2015 until the 2016 AGM; a full-year subsidiary fee of CHF 280,000 is foreseen for the role of Mr. Thornburgh as a non-executive director and chair and CHF 140,000 for Mr. Tiner as a nonexecutive director of the US subsidiary board respectively.
For a full description of the compensation for Members of the Board of Directors for 2015, refer to the Annual Report 2015 - Compensation.