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NederlandsExecutive Committee
The Executive Committee has the form of a "Comité de Direction/Directiecomité" within the meaning of Article 524bis of the Belgian Companies Code. Hereunder "Executive Committee" is used within this definition.
Composition
The Executive Committee is composed of at least four members. It is chaired by the CEO who is appointed by the Board of Directors. The members of the Executive Committee are appointed by the Board of Directors upon proposal by the CEO and recommendation of the Nomination & Remuneration Committee. The Executive Committee as a whole or any individual member can be dismissed at any time by the Board of Directors.
On 1 July 2010 Mr Martin Hess left Umicore and Mr Denis Goffaux was appointed member of the Executive Committee.
On 31 December 2010 the Executive Committee consisted of seven members including the CEO.
On 1 October 2011 the Executive Committee consisted of eight members including the CEO.
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Marc Grynberg, 46 Marc Grynberg was appointed Chief Executive Officer of Umicore in November 2008. He was head of the Group's Automotive Catalysts business unit from 2006 to 2008 and served as Umicore's CFO from 2000 until 2006. He joined Umicore in 1996 as Group Controller. Marc holds a Commercial Engineering degree from the University of Brussels (Ecole de Commerce Solvay) and, prior to joining Umicore, worked for DuPont de Nemours in Brussels and Geneva. |
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Ludo Vandervelden, 56 Ludo Vandervelden joined Umicore in October 2011 as Chief Financial Officer. Before joining Umicore, he was Senior Vice-President Accounting, Finance, Information Systems & Legal at Toyota Motor Europe. He previously held senior management positions at Daimler / Mercedes Benz in Belgium and Germany. Ludo holds a Commercial Engineering degree from the Vrije Universiteit Brussel as well as a management degree from Boston University School of Management. He has expertise in areas such as marketing, strategy and supply chain management. He is also responsible for Information Systems. |
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Denis Goffaux, 44 Denis Goffaux holds a degree in mining engineering from the University of Liège. He joined Umicore Research in 1995 and has lived and worked in Belgium, Chile, China and Korea. Prior to moving to Japan in 2006, Denis was head of the Rechargeable Battery Materials business line and successfully developed the business into a world leader in cathode materials for lithium ion rechargeable batteries. In his capacity as Country Manager Japan, Denis Goffaux laid strong foundations for Umicore to grow its industrial presence and commercial activities in Japan. He was appointed to his present post in July 2010. Besides his position as Chief Technology Officer, he also is responsible for Environment, Health & Safety. |
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Hugo Morel, 61 Hugo Morel holds a Masters degree in Metallurgical Engineering from the University of Leuven. He joined Umicore in 1974 and held several positions in production, commercial, strategy and general management. He headed the Zinc Chemicals business unit from 1996 to 1997 and was appointed to his present position in 1998. He joined the Executive Committee in 2002. Besides heading the Recycling business group, he also is responsible for Procurement & Transport. |
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Pascal Reymondet, 52 Pascal Reymondet holds an MSc from Stanford University and an Engineering degree from the Ecole Centrale in Paris. He held different management positions within the Degussa group including management of the Port Elizabeth and Burlington automotive catalyst plants. He joined the Umicore Executive Committee in 2003 to be in charge of the Precious Metals Products group. In September 2007, he was appointed to head the Zinc Specialties business group. In June 2010 he assumed responsibility for the Performance Materials business group. |
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William Staron, 63 William Staron holds a degree in Mechanical Engineering from Ohio University and has a long experience in the catalyst industry. During his time at Engelhard (now BASF), he headed the Environmental Catalyst, Specialty Minerals & Colors, and the Chemical Catalyst Groups. William joined Umicore in 2003 as Senior Vice-President for Automotive Catalysts in North America. In 2007, he was appointed Head of Global Research & Technology for the Automotive Catalysts division. In October 2008 he became head of that business unit and member of the Executive Committee. |
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Marc Van Sande, 59 Marc Van Sande holds a PhD in Physics from the University of Antwerp as well as an MBA. He joined Umicore in 1980, and held several positions in research, marketing and production. In 1993 he was appointed Vice-President of the Electro-Optic Materials business unit and he joined the Executive Committee as Executive Vice-President of Advanced Materials in 1999. He assumed the role of Chief Technology Officer between 2005 and 2010 after which he took the helm of the Energy Materials business group. |
CEO and Executive committee compensation
Remuneration policy for the CEO and Executive
The Nomination & Remuneration Committee defines the remuneration policy principles for the CEO and Executive Committee and submits them to the Board of Directors for approval. It strives to have a fixed remuneration to reflect the level of responsibility and in line with average market practices, as well as an attractive variable remuneration to reward the performance of the company against financial and sustainability criteria.
The compensation & benefits package for the CEO and Executive Committee members includes the following components: fixed remuneration, variable remuneration (cash bonus), share based incentives (share grant and incentive stock option plans), pension plans and other benefits.
The remuneration of the CEO and Executive Committee members is reviewed on an annual basis by the Nomination & Remuneration Committee. A survey is conducted every year to assess the competitiveness of the remuneration packages. Umicore benchmarks the total direct remuneration of the Executive Committee members against BEL 20 companies.
Anticipating the upcoming changes in Belgian Corporate Governance law relating to variable remuneration of the Executive Committee members, the Board of Directors approved on 10 February 2010 the recommendation of the Nomination &
Remuneration Committee to apply as of the reference year 2010 a new cash bonus policy for the Executive Committee. The new policy is in line with the Belgian law of 6 April 2010, which makes it mandatory to defer half of the bonus payments to Executive Committee members and to connect the payment to multi-year targets or criteria.
For the reported year the individual data for the CEO related to all remuneration components are reported in table on this page. For the other Executive Committee members the data regarding fixed remuneration, variable remuneration, pension and other benefits are provided in aggregate while data related to share based incentives (shares and stock options) are provided on an individual basis.
CEO’s compensation & benefits
Fixed remuneration
The CEO received a fixed remuneration of € 500,000 in 2010.
Variable remuneration scheme (cash bonus) and evaluation criteria
The CEO’s cash bonus can range from 0 % to 100 % of the fixed cash salary, half of which relates to an undeferred pay-out based on the individual performance including the annual overall financial performance of the Group, the achievement of strategic objectives and Group annual sustainable development objectives, and adherence to the values of the Group.
The other half, for which the pay-out is deferred, is based on the Umicore Group profitability criterion, i.e. the Return on Capital Employed (ROCE). The deferred pay-out is assessed over a multi-year timespan, with half of it paid after a period of two years based on the two years average ROCE. The other half is paid after a period of three years using as a reference the three years average ROCE. The ROCE range is set between 7.5 % and a maximum of 17.5 %. The cash bonus may be converted partly or totally into Umicore shares at the discretion of the CEO.
There is no claw back provision.
The annual performance of the CEO is assessed by the Nomination & Remuneration Committee and the results of this assessment are presented by the Chairman and discussed during a Board session where the CEO is not present.
In 2011 the CEO will receive a cash bonus totaling € 240,000. This represents the undeferred individual component of his 2010 bonus.
Share based incentives (share grant and stock options)
Umicore shares are granted to the CEO at the discretion of the Board of Directors in recognition of services rendered in the previous year. The number of shares granted to the CEO in 2011 for services rendered in 2010 was 3,000 with a price at grant of € 37.966 per share and a total value at grant of € 113,898. The grant was decided by the Board of Directors on 9 February 2011 and there is a three year lock-up on the shares granted.
In 2010, 90,000 stock options were granted to the CEO as part of the Umicore Incentive Stock Option Plan 2010, implemented by the Board of Directors on 10 February 2010. These options have a strike price of € 22.30 and had a notional value (calculated on the basis of the Present Economic Value model) at grant of € 462,600. The options can be exercised from 1 March 2013 until 14 February 2017. Stock options allow the beneficiary to acquire a specific number of Umicore shares at a fixed price (the exercise price) within a specific period of time. Stock options are not linked to individual or business performance criteria and as such should not be considered as a variable remuneration as meant under the Belgian Corporate Governance law of 6 April 2010.
Pension and other benefits
Pensions include both defined contribution plans and the service cost of defined benefit plans. Other benefits are representation allowance, benefits in kind (company car), and insurance.
Total CEO remuneration for 2010
All components of the remuneration earned by the CEO for the reported year are detailed in the table below:
| Total remuneration earned by the CEO Marc Grynberg in 2010 | (in €) |
|---|---|
| Status of the CEO |
Self-employed |
| Fixed Remuneration |
500,000 |
| Variable Remuneration (paid for the reported year) |
240,000 |
| Value of the share grant 2011 |
113,898 |
| Value of the incentive stock options 2010 |
462,600 |
| Pension: |
|
| - Defined contribution plan |
184,184 |
| - Defined benefits plan (service cost) |
41,599 |
| Other benefits: Representation allowance, benefits in kind (company car) and insurance |
28,196 |
Executive Committee Members compensation & benefits
Fixed remuneration
The fixed remuneration is different for each Executive Committee member and depends on criteria such as experience. In aggregate in 2010 the Executive Committee (excluding the CEO) received € 1,918,990 in fixed remuneration.
Variable remuneration scheme (cash bonus) andevaluation criteria
Umicore has adopted a variable remuneration scheme in the form of a cash bonus which aims to ensure that all Executive Committee members are rewarded in line with their individual performance as well as the overall performance of the Umicore Group.
All the members of the Executive Committee will be eligible for the same gross bonus potential for the reference year 2010, in a range from € 0 to € 280,000. Half of the bonus involves an undeferred pay-out, based on the annual individual performance (including adherence to Group values, environmental and social performance).
The other half, involving a deferred pay-out, is based on the Umicore Group ROCE profitability criterion. The deferred pay-out is assessed over a multi-year timespan, with half of it paid after a period of two years, using the two year average ROCE as the reference. The other half is paid after a period of three years based on the three year average ROCE. The ROCE range is set between 7.5 % and a maximum of 17.5 %.
The performance of the Executive Committee members is initially assessed by the CEO. The annual performance of each Executive Committee member is discussed with the Nomination & Remuneration Committee. The results are presented by the Chairman of the Nomination & Remuneration Committee to the Board of Directors and discussed by the Board.
In 2011 the Executive Committee will receive aggregate cash bonuses totaling € 572,500 in respect of the undeferred individual component of their 2010 bonuses.
There is no claw back provision.
Share based incentives (share grant and stock options)
Umicore shares are granted to the Executive Committee at the discretion of the Board of Directors in recognition of services rendered in the previous year. The number of shares granted to the Executive Committee in 2011 for services rendered in 2010 was 16,500 (3,000 per member with the exception of Denis Goffaux who received 1,500 shares as he assumed his position as Executive Committee member on 1 July). The total aggregate value at grant was € 624,303. The price at grant was €37.966 per share with the exception of William Staron (€37.270) and Pascal Reymondet (€ 37.950). The grant was decided by the Board of Directors on 9 February 2011 and there is a three year lock-up on the shares granted.
In 2010, 150,000 stock options (25,000 options per member) were granted to the Executive Committee as part of the Umicore Incentive Stock Option Plan 2010, implemented by the Board of Directors on 10 February 2010. Denis Goffaux received stock options in his capacity prior to being appointed to the Executive Committee and these options are therefore not included in this total. The options granted to a former member of the Executive Committee, Martin Hess, who retired from Umicore on 30 June, are included in the total. The options have a strike price of € 22.30 and had a notional value at grant (calculated on the basis of the Present Economic Value model) of € 771,000. The options can be exercised from 1 March 2013 until 14 February 2017.
Pension and other benefits
Pensions include both defined contribution plans and the service cost of defined benefit plans. Other benefits include representation allowances, company cars, insurance and expatriation benefits. In relation to the latter, two members of the Executive Committee receive the usual expatriate perquisites in accordance with local market practices. In the frame of the early retirement of Martin Hess and in line with the pension commitments linked with his employment contract, an additional service cost relating to his previous years of service was included in the total pension service cost. This is included in the aggregate amount of €1,118,301.
Total aggregate Executive Committee remuneration for 2010
| Remuneration earned, in aggregate, by members of the Executive Committee in 2010 (not including the CEO) | |
|---|---|
| Fixed Remuneration |
1,918,990 |
| Variable Remuneration (paid for the reported year) |
572,500 |
| Value of the share grant 2011 |
624,303 |
| Value of the incentive stock options 2010 |
771,000 |
| Pension: |
|
| - Defined contribution plan |
194,474 |
| - Defined benefits plan (service cost) |
1,118,301 |
| Other benefits: Representation allowance, company car, insurance, benefits linked to expatriation, ... |
420,832 |
Share and share option ownership and transactions 2010
Executive Committee share option ownership and transactions 2010
|
Name |
Options at 31 Dec 2009 |
Options granted |
Number of options |
Average |
Year of grant of options exercised |
Number of options |
Options at |
|---|---|---|---|---|---|---|---|
| Marc Grynberg |
192,500 |
90,000 |
42,500 |
11.022 |
2004 |
0 |
240,000 |
| Hugo Morel |
125,000 |
25,000 |
50,000 |
17.733 |
2005 |
0 |
100,000 |
| Marc Van Sande |
75,000 |
25,000 |
0 |
|
|
0 |
100,000 |
| Martine Verluyten |
89,625 |
25,000 |
0 |
|
|
0 |
114,625 |
| Denis Goffaux ** |
13,000 |
3,500 |
2,500 |
22.546 |
2006 |
0 |
14,000 |
| Pascal Reymondet |
75,000 |
25,000 |
12,500 |
26.546 |
2007 |
0 |
87,500 |
| William Staron |
40,000 |
25,000 |
7,500 |
27.360 |
2007 |
0 |
57,500 |
* These options can be exercised at strike prices between € 14.44 and € 32.57.
** Granted in his capacity prior to appointment to the Executive Committee
In 2010, Thomas Leysen (former CEO) exercised 125,000 options (ISOP 2004) at an exercise price of € 8.64 and 125,000 options (ISOP 2005) at an exercise price of € 12.92. Details of all options exercised and other share-related transactions of Executive Committee or Board members can be found on www.fsma.be .
Executive Committee share ownership 2010
| Name | Share held at 31 Dec 2009 | Shares held at 31 Dec 2010 |
|---|---|---|
| Marc Grynberg |
100,000 |
136,000 |
| Hugo Morel |
21,250 |
24,250 |
| Marc Van Sande |
15,800 |
18,800 |
| Martine Verluyten |
12,500 |
15,500 |
| Denis Goffaux |
0 |
0 |
| Pascal Reymondet |
8,750 |
11,750 |
| William Staron |
2,250 |
5,250 |
Contractual relationships
Contract between Umicore and Marc Grynberg, Chief Executive Officer
Taking into account Marc Grynberg’s seniority in the Umicore Group, the Board resolved as follows in 2008:
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- In case of termination of the contract by Umicore, a total compensation equivalent to 18 months of his annual base salary will be paid.
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- A total compensation of three years of annual base salary as minimum indemnity will be paid to the Chief Executive Officer if his function as Chief Executive Officer would be terminated within a 12 month period following a change of control due to a takeover bid (not cumulative with the previous provision).
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- It is at the Board of Directors’ discretion as to whether the cash bonus would form part of any final indemnity.
Contracts between Umicore and Executive Committee members
Following a Board decision taken in 2007, in case the employment of an Executive Committee member should be terminated within twelve months of a change of control of the Company, that member would stand to receive a total compensation equivalent to 36 months’ base salary. This applies for all Executive Committee members with the exception of Denis Goffaux for whom the employment agreement was signed on 1 July 2010.
Individual arrangements in case of termination of the contract by Umicore
Denis Goffaux was appointed Chief Technology Officer on 1 July 2010. Taking into account Denis Goffaux’s seniority in the Umicore Group a total compensation equivalent to 18 months of his annual base salary will be paid. In line with the Belgian Corporate Governance Law of 6 April 2010, the Nomination and Remuneration Committee recommended this arrangement and this was approved by the Board of Directors on 1 June 2010. It is at the
Board of Directors’ discretion as to whether the cash bonus would form part of any final indemnity.
The contracts of Hugo Morel and Marc Van Sande were signed before the Belgian Corporate Governance Law of 6 April 2010 came into force. The total compensation is based on age, seniority in the Umicore Group and the total compensation and benefits.
Pascal Reymondet has a German employment agreement. There is no contractual arrangement in case of termination and German law will therefore be applicable.
William Staron has a US employment agreement. There is no contractual arrangement in case of termination and the Umicore US Termination and Severance Policy will therefore be applicable.
Martine Verluyten’s employment contract was signed in 2006. The total compensation in case of termination is equivalent to 12 months of total compensation and benefits.