Compensation:
remuneration and securities ownership
Remuneration and securities ownership
Component content
Our compensation policies are an essential component of our strategy and as such a key driver of organisational performance.
They are an essential component of our employee value proposition and a key driver of both individual and business performance. Rigorous governance, policies and processes ensure that our compensation practices are aligned with our principles of integrity, fairness and transparency.
We have aligned our performance target setting for executives with the Givaudan strategy: it includes both financial metrics and non-financial (ESG) criteria.
Our remuneration policy is based on the following principles:
- Pay for performance.
- Alignment of interests.
- External competitiveness.
- Internal consistency and fairness.
Total compensation in 2024 is composed of the following elements:
- Base salary for all employees.
- Benefits for all employees (including retirement, insurance and health care plans).
- Cash-based Profit Sharing Plan for approximately 10,000 non-management employees based on Group financial objectives.
- Cash-based Annual Incentive Plan for around 6,000 managers and executives.
- Equity-based Performance Share Plan (PSP) for the top 500 employees.
Base salaries are regularly benchmarked in each location and pay scales are reviewed annually according to local market evolution. As a general rule, pay scales are built around market median. Benefit plans seek to address current and future security needs of employees. These generally include retirement, health, death and disability benefits.
Benefit plans seek to address current and future security needs of employees. These generally include retirement, health, death and disability benefits.
Non-management employees participate in the global Profit Sharing Plan. Payouts are based on the yearly evolution of Group EBITDA.
The Annual Incentive Plan covers all managers and executives globally. It rewards participants for the achievement of financial targets and other organisational and individual objectives.
The PSP is designed to reward executives and key talent who significantly influence the long-term success of the business and our purpose ambitions. From 1 January 2021, a new PSP aligned with the Givaudan purpose was introduced. The financial metrics of sales and free cash flow traditionally used to calculate the PSP are retained, and are complemented by non-financial criteria linked to three of the four focus areas of the Givaudan purpose:
- Creations: Financial targets of sales and free cash flow
- Nature: Environmental targets of net GHG emissions reduction
- People: Social targets of senior leader diversity and employee safety
Performance Share Plan for top 500 employees
Compensation of the Board of Directors
Component content
Compensation of the Board of Directors
Compensation of Board members consists of Director fees, Committee fees and Restricted Share Units (RSUs). Fees are paid at the end of each completed year in office. RSUs give participants the right to receive Givaudan shares (or a cash equivalent in countries where securities laws prevent the offering of Givaudan securities) at the end of a three-year blocking period. During this period, Board members must hold RSUs (accordingly are restricted from trading RSUs or the underlying Givaudan shares), thereby aligning with shareholder interests over the longer term. Board members are entitled to receive Givaudan shares regardless of membership status so that, for example, if re-election does not occur during the restriction period, awarded RSUs are retained by the respective Board member. Such practice has been implemented in line with best practice in support of Givaudan’s commitment to ensuring Board independence.
The compensation paid to the Board members for the period between the 2023 and 2024 Annual General Meetings, CHF 2,845,053, is again within the amount approved by shareholders at the 2023 Annual General Meeting CHF 3,000,000.
Amounts approved at the 2024 Annual General Meeting, CHF 3,000,000, will be paid by the end of the year in office and validated in the 2025 Compensation report. Such approved and paid amounts may differ from those shown in the Board compensation summary table which, according to the Swiss Obligations Law, must include compensation paid in the reporting year.
Board of Directors compensation summary
| in Swiss francs | Director fees3 | Committee fees3 | Total fixed (cash) | Number of RSUs granted4 | Value at grant5 | Total compensation | |
|---|---|---|---|---|---|---|---|
| Calvin Grieder Chairman 1 | 2024 | 400,000 | 65,000 | 465,000 | 152 | 579,242 | 1,044,242 |
| 2023 | 400,000 | 65,000 | 465,000 | 210 | 581,343 | 1,046,343 | |
| Victor Balli 1 | 2024 | 100,000 | 80,000 | 180,000 | 38 | 144,810 | 324,810 |
| 2023 | 100,000 | 80,000 | 180,000 | 52 | 143,952 | 323,952 | |
| Prof. Dr-Ing. Werner Bauer 1,7 | 2024 | ||||||
| 2023 | 25,000 | 16,250 | 41,250 | 10 | 36,176 | 77,426 | |
| Lilian Biner 1,7 | 2024 | ||||||
| 2023 | 25,000 | 6,250 | 31,250 | 10 | 36,176 | 67,426 | |
| Michael Carlos 1,7 | 2024 | ||||||
| 2023 | 25,000 | 16,250 | 41,250 | 10 | 36,176 | 77,426 | |
| Ingrid Deltenre 1 | 2024 | 100,000 | 65,000 | 165,000 | 38 | 144,810 | 309,810 |
| 2023 | 100,000 | 61,250 | 161,250 | 52 | 143,952 | 305,202 | |
| Olivier Filliol 1 | 2024 | 100,000 | 50,000 | 150,000 | 38 | 144,810 | 294,810 |
| 2023 | 100,000 | 50,000 | 150,000 | 52 | 143,952 | 293,952 | |
| Sophie Gasperment 1 | 2024 | 100,000 | 50,000 | 150,000 | 38 | 144,810 | 294,810 |
| 2023 | 100,000 | 50,000 | 150,000 | 52 | 143,952 | 293,952 | |
| Tom Knutzen 1 | 2024 | 100,000 | 65,000 | 165,000 | 38 | 144,810 | 309,810 |
| 2023 | 100,000 | 55,000 | 155,000 | 52 | 143,952 | 298,952 | |
| Roberto Guidetti 1, 6 | 2024 | 100,000 | 25,000 | 125,000 | 38 | 144,810 | 269,810 |
| 2023 | 75,000 | 18,750 | 93,750 | 39 | 107,964 | 201,714 | |
| Total compensation 2 | 2024 | 2,848,102 | |||||
| 2023 | 2,986,345 |
The function of each member of the Board of Directors is indicated on pages 12-13 in the 2023 Governance report and 12-13 in the 2024 Governance Report.
Represents total compensation of the Board of Director paid in respect of the reporting year, reported in accordance with the accrual principle.
Represents Director and Committee fees paid in respect of the reporting year, reported in accordance with the accrual principle.
2024 RSUs blocking period end on 15 April 2027; 2023 RSUs end on 15 April 2026.
Economic value at grant according to IFRS methodology with no discount applied for the blocking period.
2023 figures represent compensation from April to December.
Werner Bauer, Michael Carlos and Lilian Biner retired at the AGM in March 2023.
Estimated social security charges based on 2024 compensation amounted to CHF 200,409 (2023: CHF 212,414).
Compensation of the Executive Committee
Component content
Compensation of the Executive Committee
The overall total Executive Committee compensation increased by 16.3%, due to the increased Executive Committee size, (7.0 full time equivalent members in 2023 versus 7.4 full time equivalent members in 2024), and reflecting higher annual incentive achievement.
The total compensation for 2024 represented:
- full year compensation for six Executive Committee members (including CEO)
- full year compensation for the former Chief Financial Officer, Tom Hallam, who stepped down from the Executive Committee on 1 August 2024 and provided transitional services and support on strategic projects until his retirement on 31 January 2025
- partial year compensation for Stewart Harris, who was appointed Chief Financial Officer on 1 August 2024.
Consequently, additional compensation above the shareholder approved amount has been paid in accordance with the Givaudan Articles of Incorporation (Art. 27), which provides that certain supplementary amounts may be paid for newly appointed Executive Committee members within certain thresholds. The total supplementary amount used for the relevant period amounts to CHF 167,212. The fixed and long term variable compensation approved for 2024 was CHF 15,600,000 (2023: CHF 15,400,000). The annual incentive, short term variable compensation amount for 2024 was CHF 7,036,528 and will be submitted for approval at the 2025 Annual General Meeting (2023: CHF 4,361,584).
Executive Committee (EC) compensation summary
| in Swiss francs | Base Salary | Pension benefits e | Other benefits f | Total fixed compensation | Annual Incentive g | Number of performance shares granted h | Value at grant i | Total variable compensation | Total compensation | Employer social security j | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Gilles Andrier, CEO | 2024 | 1,257,261 | 582,373 | 204,836 | 2,044,470 | 2,265,274 | 656 | 2,499,885 | 4,765,159 | 6,809,629 | 523,430 |
| 2023 | 1,238,211 | 579,028 | 144,549 | 1,961,788 | 1,490,425 | 903 | 2,499,775 | 3,990,200 | 5,951,988 | 464,405 | |
| EC members, excluding CEO | 2024a | 3,667,810 | 1,162,437 | 386,788 | 5,217,035 | 4,771,254 | 1,576 | 6,005,821 | 10,777,075 | 15,994,110 | 1,162,790 |
| 2023b | 3,338,171 | 1,175,656 | 370,598 | 4,884,425 | 2,871,159 | 2,132 | 5,902,016 | 8,773,175 | 13,657,600 | 1,060,556 | |
| Total EC members, including CEO | 2024c | 4,925,071 | 1,744,810 | 591,624 | 7,261,505 | 7,036,528 | 2,23 | 8,505,706 | 15,542,234 | 22,803,739 | 1,686,220 |
| 2023d | 4,576,382 | 1,754,684 | 515,147 | 6,846,213 | 4,361,584 | 3,035 | 8,401,791 | 12,763,375 | 19,609,588 | 1,524,961 |
Represents (a) full year compensation of five Executive Committee members, (b) partial year compensation of the new Chief Financial Officer, Stewart Harris and (c) full year compensation of the outgoing Chief Financial Officer, Tom Hallam, who stepped down from his role on 1 August 2024 and will retire on 31 January 2025
Represents full year compensation of six Executive Committee members.
Represents (a) full year compensation of six Executive Committee members, (b) partial year compensation of the new Chief Financial Officer, Stewart Harris and (c) full year compensation of the outgoing Chief Financial Officer, Tom Hallam, who stepped down from his role on 1 August 2024 and will retire on 31 January 2025
Represents full year compensation of seven Executive Committee members.
Company contributions to broad-based pension and retirement savings plans and annualised expenses accrued for supplementary executive retirement benefit.
Represents annual value of health and welfare plans, international assignment benefits and other benefits in kind.
Annual incentive accrued in the reporting period based on performance in the reporting period.
2024 Performance shares vest on 15 April 2027, 2023 Performance Shares vest on 15 April 2026.
Value at grant calculated according to IFRS methodology and based on 100% achievement of performance targets.
2024 estimated social security charges based on 2024 compensation; 2023 estimated social security charges based on 2023 compensation.
Ownership of Givaudan securities
Component content
Ownership of Givaudan securities
As per 31 December 2024, the Chairman and other Board members, including persons closely connected to them held 3,519 Givaudan shares in total. The Chief Executive Officer and other members of the Executive Committee, including persons closely connected to them, held 8,400 Givaudan shares. One person closely connected to a member of the Executive Committee owned 146 unvested Performance Shares as at 31 December 2024.
Board of Directors
| 2024 in numbers | Shares | Blocked RSUs |
|---|---|---|
| Calvin Grieder, Chairman | 1,326 | 522 |
| Victor Balli | 205 | 130 |
| Ingrid Deltenre | 522 | 130 |
| Olivier Filiol | 1,294 | 130 |
| Sophie Gasperment | 72 | 130 |
| Tom Knutzen | 100 | 130 |
| Roberto Guidetti | 0 | 90 |
| Total 2024 | 3,519 | 1,262 |
| Total 2023 | 3,632 | 1,219 |
Executive Committee
| 2024 in numbers | Shares | Unvested Performance Shares |
|---|---|---|
| Gilles Andrier, CEO | 5,380 | 2,250 |
| Tom Hallam | 793 | 1,035 |
| Louie D'Amico | 500 | 1,126 |
| Maurizio Volpi | 390 | 1,126 |
| Simon Halle-Smith | 244 | 675 |
| Willem Mutsaerts | 373 | 675 |
| Stewart Harris | 94 | 448 |
| Anne Tayac | 626 | 675 |
| Total 2024 | 8,400 | 8,010 |
| Total 2023 | 10,843 | 7,773 |
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