We are happy to present you with the Compensation Report of Ina Invest Holding Ltd for the financial year 2022.
The financial year 2022 was marked, among other things, by the completion of the CERES Group Holding AG transaction in January and the subsequent integration of the CERES companies into the Ina Invest Group. The company was then able to confirm the outstanding ranking in the GRESB Benchmark Analysis 2021. With the exception of the extension of the Executive Management by a new CFO to two new members (CEO and CFO), the organization remained unchanged.
In recent months, the Nomination and Compensation Committee and the Board of Directors have been discussing details of the implementation of a Long-Term Incentive Plan (LTIP) and have decided to implement an LTIP starting in the 2024 financial year. The introduction of the LITP will also change the compensation structure of the members of the Executive Management. The target incentive of the Short-Term Incentive Plan (STIP) is now 20% of the annual base salary of the members of the Executive Management and will be paid exclusively in cash. A new target incentive of 30% of the annual base salary is planned for the LTIP once it has been launched. The LTIP will be granted in the form of contingent rights to shares of Ina Invest Holding Ltd (performance share units, PSUs) linked to the achievement of two performance targets (relative total shareholder return, earnings per share) and a further ESG target to be determined over a three-year performance period.
Both for the 2022 and 2023 financial years, it is important to the Board of Directors to set ambitious targets for the Executive Management, in particular with regard to strategy and sustainability, which are reflected in the STIP targets (as outlined in the Compensation Report). The sustainability targets account for more than a fifth of the STI targets for the CEO (21.5%) and about 15% for the CFO. The fact that sustainability accounts for a large proportion of the variable compensation reflects Ina Invest’s commitment to sustainable real estate and creates incentives to hold and further develop one of the most sustainable real estate portfolios in Switzerland.
The compensation system for the Board of Directors will remain unchanged, still consisting of a lump-sum fee; a third of the annual fee will be paid out in shares with a 3-year vesting period. This also ensures a long-term alignment with shareholders’ interests. Members of the Board of Directors neither receive any variable compensation nor any contributions to insurance or pension schemes.
As shareholders, you will vote annually at the general meeting on the compensation of the Board of Directors and Executive Management.
As already announced last year, due to the addition of a CFO to the Executive Managment Board, part of the additional amount provided for in Article 15(5) of the Articles of Association had to be drawn down as intended. The 2021 AGM approved a maximum total compensation amount of CHF 1.1 million for the Executive Management. Total expenditure for 2022 was approx. CHF 1.3 million. The compensation of the members of the Board of Directors for the financial year 2021 and the compensation of the members of the Board of Directors for the period from the 2021 AGM to the 2023 AGM fall within the maximum total compensation approved by the AGM. For the financial year 2023, the AGM approved a maximum compensation for the Executive Management of CHF 1.6 million.
The planned implementation of an LTIP for the Executive Management will not affect the proposed maximum compensation of the Executive Management for the financial year 2024; as in the previous year, this shall amount to CHF 1.6 million. In contrast, the above-proposed maximal compensation of the members of the Board of Directors for the period from the 2023 AGM to the 2024 AGM shall also remain unchanged.
In addition to its duties in connection with compensation and other regular standard agenda items (such as succession planning, board evaluation and review of external mandates), the Nomination and Compensation Committee’s particular focus in the financial year 2022 lay on the implementation of an LTIP starting from the financial year 2024 onwards.
Looking ahead, we will continue to regularly evaluate and review our compensation practices and develop them further on an ongoing basis. To this end, we engage regularly with our investors, including together with the Chair of the Board of Directors.
On behalf of the Nomination and Compensation Committee I thank you for your trust and support, dear shareholders.
Chair of the Nomination and Compensation Committee