Compensation Report

Introduction

The Kuoni Group constantly strives to recruit, motivate and retain the best professionals and executives to ensure the Companyʼs continued success. Kuoni Groupʼs compensation policy is an integral part of its strategy and has been designed so that all employees are motivated to put the Company in a position to outperform its competitors and create value for shareholders over the long term.

This Compensation Report provides a summary of the compensation structure and amounts paid to the Group Executive Board (GEB) and the Board of Directors (BoD) and will be put to a consultative vote at the 2016 Annual General Meeting. This Compensation Report contains all information required under the Swiss Code of Obligations (Article 663b bis and Article 663c, Paragraph 3) and Section 5.1 of the Annex to the Corporate Governance Directive issued by SIX Exchange Regulation. The Kuoni Group has also observed the Swiss Code of Best Practice issued by economiesuisse, the umbrella association for Swiss business and industry.

Compensation governance

The Compensation Committee (CC) of the BoD consists of two to five independent members. The current members are Adrianus (Adriaan) Nühn, Jae Hyun (Jay) Lee and Annette Schömmel. All members of the CC are suitably experienced and familiar with regulatory requirements, compensation practices and trends. The CC has its own regulations, which have been approved by the BoD. They meet at least three times a year. Additional meetings can also be convened at any time. In 2015, the Chairman of the BoD attended all CC meetings.

The main duty of the CC is to prepare and monitor the implementation of the compensation policy for the GEB and BoD, to ensure they are compensated fairly, appropriately and competitively in keeping with the strategic goals of the Kuoni Group and the long-term interests of the shareholders.

The CC annually reviews the structure and the amounts of compensation to be paid to members of the GEB and BoD and recommends modifications to the full BoD for approval. This includes (but is not limited to) reviewing basic salaries and benefits, performance-based short-term compensation and share purchase plans. The CC is also responsible for issuing the Compensation Report.

GEB members do not participate in the determination of their own compensation. The Chief Executive Officer (CEO) is, however, consulted on the compensation proposed for the other GEB members.

Recommendations regarding compensation for the BoD must comply with the Companyʼs regulations and be approved by all the members of the BoD. In any vote on the compensation to be paid to a particular member of the BoD, the Board member concerned must observe the relevant general withdrawal/abstention procedures.

The CC utilises independent external consultants when required. External consultants are generally utilised to benchmark compensation and assist with the design of compensation plans. In 2015, Mercer and PricewaterhouseCoopers provided benchmark data for the GEB and BoD respectively.

The Target Setting Committee (TSC) consists of the Chairman of the BoD, the Chairman of the CC and the Chairman of the Audit Committee (AC). The duties of the TSC are to assess and propose the long-term incentive performance targets for the long-term incentive plan annually.

The table below summarises the roles of the CC, TSC, BoD and certain members of the GEB in proposing and approving compensation for the GEB and BoD

  Proposed Consulted Approved
Decisions on payout levels      
Basic salary and deferred fixed compensation for the GEB CC CEO 1 BoD
Target payout level for short-term incentives for the GEB CC CEO 1 BoD
Target payout level for long-term incentives for the GEB CC CEO 1 BoD
Compensation for the BoD CC   BoD 1
       
Decisions on performance targets      
Short-term incentive performance targets for the GEB (excl. CEO) CEO CC BoD
Short-term incentive performance targets for the CEO Chairman of the BoD CC BoD
Long-term incentive performance targets for the GEB (incl. CEO) TSC CEO, CFO BoD

1 In accordance with the general withdrawal / abstention procedures.

Key changes implemented during 2015

Apart from the changes to the Swiss pension fund system described below, the compensation system for the GEB did not change in 2015. Other changes, such as the new composition of the GEB, are also outlined below.

Swiss pension scheme

The Kuoni Group has modified the supplementary pension plan, which offers employees in Switzerland at management level or higher retirement and risk benefits in addition to the pension schemeʼs basic pension plan. From January 2015, the short-term incentive target instead of the basic salary is insured. With this change, the benefits under the pension plans are better aligned to the compensation earned by the insured. Although total employer contributions remain unchanged for all employees insured under the pension plan, the change to the insured basis means that these contributions are higher in specific instances under the new plan.

Composition of the Group Executive Board

The employment relationship with the CEO of the Kuoni Group, Peter Meier, was terminated in November 2015. His employment contract with the Kuoni Group will end as per the contractual notice period on 30 November 2016.

The BoD appointed Zubin Karkaria as Chief Executive Officer (CEO) of the Kuoni Group with effect from 5 November 2015. Zubin Karkaria will remain directly responsible for the VFS Global Division, which he headed as CEO until this date. The compensation package for his function was benchmarked against similar functions in international companies of similar size to Kuoni and adjusted accordingly.

The employment relationship with the CFO of the Kuoni Group, Thomas Peyer, was terminated in August 2015. His employment contract with the Kuoni Group will end as per the contractual notice period on 31 August 2016.

The BoD appointed Dr Prisca Havranek-Kosicek as the new Chief Financial Officer (CFO) of the Kuoni Group. She will take up her new function on 1 March 2016.

Key changes expected during 2016

Following the benchmark comparison of the compensation of the BoD carried out by PricewaterhouseCoopers in October 2015, the BoD decided to reduce the total compensation by around 38% for the period after the General Meeting. This adjustment to the compensation also takes account of the Groupʼs new size following the sale of the tour operating business.

At its meeting in December 2015, the BoD decided to discontinue the restricted share plan (RSP) for members of the GEB from 31 March 2016 and for the senior management (Senior Vice President/Vice President) from 31 March 2017. The members of the GEB will therefore no longer be granted any new shares from this plan for the 2016 financial year. The full individual component of this compensation feature will be divided between the short-term incentive (STI) and the performance share plan (PSP). This is meant to improve the alignment between the interests of the employees and those of the shareholders.

Compensation principles

Kuoni Groupʼs compensation approach is based on the following principles: 

  • Alignment of interests: Rewarding employees for their contribution to the future development of the Kuoni Group in performance and profitability terms, thereby ensuring that employee and shareholder interests are aligned.
  • External competitiveness: Compensation should be comparable to compensation at companies of a similar size and complexity, enabling Kuoni Group to recruit, motivate and retain professionals who are essential to the Companyʼs continued success.
  • internal consistency: Compensation should reflect the impact, communication requirements, innovation and knowledge level of the relevant position. Kuoni Group uses Mercerʼs International Position Evaluation (IPE) system to carry out this assessment.

Compensation principles for the Group Executive Board

Total compensation for GEB members consists of a fixed component and a performance-based component. The fixed component is comprised of basic salary, benefits and deferred compensation (in the form of restricted shares). The performance-based component is comprised of a short-term incentive and a long-term incentive (in the form of performance-based shares). The chart below illustrates the general compensation mix for GEB members in 2015 and outlines the split between cash and share-based compensation.

Compensation mix for the GEB in 2015

The table below provides an overview of the GEB compensation components in 2015.

  Deferred compensation Short-term incentive Long-term incentive
Participants GEB 1 GEB 1 GEB 2
Purpose To link compensation to shareholder value creation and retain key talent To reward for the achievement of annual targets To reward for significantly impacting long-term company performance
Grants Annual grant Annual grant Annual grant
Vesting Vests in 3 equal tranches over a period of 3 years Annually Vests after 3 years
Conditions for vesting Continued employment Achievement of Group EBIT / Divisional EBIT and personal targets Achievement of free cash flow and turnover targets
General target as a % of basic salary 40% 50% 60%
Payout Shares Cash Shares

1 Other participants include members of the senior management, i.e. Senior Vice Presidents/Vice Presidents (approximately 80 participants). For these participants, different conditions under each plan may apply.

2 Other participants include the members of the senior management, i.e. Senior Vice Presidents (approximately 20 participants). For these participants, different conditions under the plan may apply.

Compensation principles for the Board of Directors

Total compensation for the BoD consists of fixed compensation and social security contributions in accordance with the respective Swiss regulations. BoD members receive a portion of their fixed compensation in cash and a portion in shares, which are blocked for a period of three years.

Compensation of the Group Executive Board

The compensation of the GEB is periodically benchmarked to ensure that compensation is comparable and competitive relative to the market. Compensation, in terms of both structure and levels, is benchmarked against comparable roles in international and Swiss companies of a similar size and complexity, which can be in all sectors.

Kuoni Groupʼs policy is to position GEB compensation at the market median. GEB members have the opportunity to be rewarded for sustained outperformance under the Companyʼs share-based incentive systems to an extent commensurate to the level of their outperformance.

The benchmarking of GEB membersʼ compensation is carried out by independent external consultants. During 2015, Mercer was commissioned to benchmark the compensation level against comparable roles in international corporations of a similar size. The benchmarking confirmed that the compensation of the GEB members is largely competitive in the market.

The GEB compensation components for 2015 are summarised below.

Basic salary

Basic salary levels for GEB members are proposed by the CC and approved by the BoD. When considering changes to basic salary levels, benchmarking data as well as the individualʼs performance during the previous year are taken into account.

Deferred compensation

In 2015, GEB members were granted deferred compensation under the Restricted Share Plan (RSP) 2015 as part of the fixed component of their total compensation. The deferred compensation links executive compensation to shareholder value creation and supports the retention of GEB members. There was no increase in the total value of this compensation element in 2015.

The restricted shares awarded to GEB members in April 2015 represent a percentage of their basic salary. The value of the restricted shares granted is generally equivalent to 40% of the basic salary, calculated on the basis of the volume-weighted average price of shares from mid-February to mid-March prior to allocation of the shares. The shares are restricted for three years: a third of the shares are converted into Kuoni shares after one year, the next third after two years and the final third after the third year. The payout value of the compensation is based on the share price at the time of conversion, thereby linking this portion of compensation to shareholder value creation and the development of Kuoniʼs share price.

2015 Restricted Share Plan: Example*

The Kuoni Group uses treasury shares or shares bought at market price on the open market to grant shares to the employees participating in the plan. This does not dilute the value of the shares of existing shareholders.

Under a clawback clause, the BoD may determine that some or all of a GEB memberʼs restricted shares should be forfeited in certain circumstances, such as where the executive has failed to comply with the Kuoni Groupʼs Code of Conduct or caused or contributed to the need for a material restatement of financial results. This compensation component therefore remains recoverable for an extended period, thereby further strengthening the sustainability of the compensation system.

Upon termination by the employer (for good cause) or termination by the employee, unvested shares lapse. In other cases, for example ordinary termination by the employer, death, disability or retirement, allocations which have not yet vested are partially converted based on the relevant length of service.

Short-Term Incentive

The short-term incentive plan is designed to reward GEB members for the achievement of annual performance measures that are specific, quantifiable and challenging. The performance measures for all GEB members include financial targets at Group and Divisional level plus strategic targets aimed at promoting growth and the development of consumer-oriented and innovative approaches. Other agreed targets relate to Kuoniʼs transformational objectives, people and talent development targets and stakeholder targets that are specific to key markets and the individualʼs role. The mix of targets is appropriate for Kuoniʼs business model, which must be tailored to consumer and market influences, and are aligned with the Groupʼs business strategy and annual targets for 2015.

All performance measures and targets were predefined in advance and there was no discretion involved when determining payouts under the 2015 short-term incentive plan. The performance measures and their respective weightings are as follows:

Performance measure Weighting Possible payout
Financial goals (EBIT compared to Budget): Group CEO and Group CFO Divisional CEOs 75% Group 50% Group and 25% Divisional Between 0% and 200% of target
Personal targets related to: Strategy Transformation People Stakeholders 25% Between 0% and 120% of target

The general short-term incentive opportunity for each GEB member is outlined in the diagram below. Each GEB memberʼs target short-term incentive is generally equivalent to 50% of basic salary. Underperformance can result in a lower payout, or none at all, if performance is below a certain threshold. Outperformance can result in a greater payout, up to a maximum of 90% of basic salary.

In 2015, the EBIT targets of the Kuoni Group, the Global Travel Distribution Division and VFS Global were exceeded. The Global Travel Services Division has not met its financial target. Personal performance on average fell short of the target.

As a result, Peter Meier received 116% of the target payout and the other GEB members an average payment of 109% of the targeted amount. This corresponds to 69% of the basic salary for Peter Meier and 50% for the other GEB members. The short-term incentive relating to the 2015 financial year will be paid to each GEB member in cash in 2016.

Long-Term Incentive

In 2015, the GEB members received allocations under the Performance Share Plan (PSP) 2015. The PSP is designed to reward the GEB for its contribution to the Companyʼs long-term success and the creation of shareholder value.

In April 2015, GEB members were allocated performance-based restricted shares linked to a percentage of their basic salary. This target percentage came to 60% of the overall basic salary. The calculation of the restricted awards was made on the basis of the volume-weighted average price of shares from mid-February to mid-March prior to allocation of the shares. The performance shares will vest based on the extent to which the performance targets are actually achieved after a three-year period.

The performance measures and the weightings that apply to the 2015 allocations are as follows:


  • Free cash flow – weighting of 2/3 of the performance targets
  • Turnover – weighting of 1/3 of the performance targets

These performance measures are designed to align the long-term incentive with the Kuoni Groupʼs business strategy. Each performance measure has a threshold, target, stretch and maximum achievement level that is set by the TSC.

These levels are set stringently and are designed to reward outstanding performance. Based on the achievement of the performance measures, the actual number of shares that vest at the end of the three-year performance period is between 0 and a maximum of 2.5 times the number of performance shares initially granted.

Performance Share Plan: Example

The BoD may determine under a clawback policy, that some or all of a GEB memberʼs performance-based restricted shares should be forfeited in certain circumstances, such as where the executive has failed to comply with the Kuoni Group Code of Conduct or caused or contributed to the need for a material restatement of financial results.

This compensation component therefore remains recoverable for an extended period after the allocation, thereby further strengthening the sustainability of the compensation system.

Upon termination by the employer (for good cause) or termination by the employee, unvested performance-based shares will lapse. In other cases, for example ordinary termination by the employer, death, disability or retirement, allocations which have not yet vested are partially converted based on the relevant length of service.

There are different ongoing performance share plans with the following performance measures and performance factors:

Award year Performace measures Measuring/vesting period Payout performance factor
2015 PSP Free cash flow, Turnover Three years 0.0-2.5 times the number of shares initially granted
2014 PSP Free cash flow, Turnover Three years 0.0-2.5 times the number of shares initially granted
2013 PSP Free cash flow, Turnover Three years 0.0-2.5 times the number of shares initially granted

The Kuoni Group uses treasury shares or shares bought at market price on the open market to grant shares to the employees participating in the plan. This does not dilute the value of the shares of existing shareholders.

The following table provides an overview of the total value of the restricted shares allocated to GEB members from 2009 to 2012, the performance factors achieved after three years, the value of the shares at time of vesting and the relevant share prices.

CHF 1’000 Performance factor applied Share value at grant 1 Share price at grant Value of shares allocated on vesting 2 Share price at vesting
2012 PSP grant / 2015 PSP vesting 1.2 3,227 CHF 273 4,534 CHF 319.5
2011 PSP grant / 2014 PSP vesting 0.8 3,680 CHF 410 2,850 CHF 397
2010 PSP grant / 2013 PSP vesting 0.5 3 2,441 CHF 272 1,567 CHF 297
2009 PSP grant / 2012 PSP vesting 1.0 2,133 CHF 272 2,600 CHF 331.5

1 These values differ from the allocation values disclosed in the 2009, 2010, 2011 and 2012 Annual Reports, as the 16% discount in view of the shares’ restricted availability at the time of allocation is no longer applied.

2 This value reflects allocated shares and includes lapsed share awards following the departure of a GEB member from the Company.

3 For one GEB member a performance factor of 1.0 has been applied according to the applicable exit rules.

Pension payments

The Kuoni Group has various forms of retirement benefit schemes that cover a large majority of the Companyʼs personnel according to the local regulations in each country. GEB members receive pension benefits.

Compensation to the Group Executive Board

The tables in this section provide an overview of the total compensation of the GEB in 2014 and 2015, including basic salary, short-term incentive compensation for the respective financial year (paid out in April of the following year) and pension benefits. The value upon allocation from the RSP and PSP is also listed. It was calculated on the basis of the volume-weighted average price of shares from mid-February to mid- March prior to allocation of the shares.

The aggregate compensation of the GEB in 2015 amounted to CHF 11.8 million (2014: CHF 9.6 million). CEO Peter Meier was the GEB member with the highest total compensation in both 2015 and 2014 (aggregate compensation of CHF 3.0 million in 2015 and CHF 2.5 million in 2014).

2015 CHF 1’000 Group Executive Board 1 2 Of which: Peter Meier (CEO)
Basic salary 4,103 944
Short-term incentive 2,300 654
Shares Award (RSP) 3 1,291 392
Shares Award (PSP) 4 2,106 548
Pension scheme contributions 1,104 329
Social security contributions 595 170
Other compensation amounts 5 293 6
Total 11,792 3,043
     
2014 CHF 1’000 Group Executive Board 6 Of which: Peter Meier (CEO)
Basic salary 3,653 944
Short-term incentive 830 178
Shares Award (RSP) 7 1,273 392
Shares Award (PSP) 8 1,866 548
Pension scheme contributions 993 268
Social security contributions 541 140
Other compensation amounts 5 399 6
Total 9,555 2,476

1 Five members. Peter Meier left the GEB in November 2015. His compensation until the end of 2015 is included in the figures. Zubin Karkaria was appointed to the Kuoni Group CEO in November 2015. The compensation increase paid to him from the day of his appointment to the GEB up to the end of 2015 is therefore included in the figures. Ivan Walter was appointed to the GEB in January 2015. The compensation paid to him from the day of his appointment to the GEB up to the end of 2015 is therefore included in the figures. The figures also include the contractual compensation of Stefan Leser up to the end of his employment contract in November 2015.

2 Amounts owed to former GEB members are outlined in the “Description of termination arrangements for Group Executive Board members” of this report.

3 Members of the GEB were granted a total of 3 833 shares under the RSP in 2015. The shares were assigned a market value of CHF 336.72, which corresponds to the volume-weighted average value of the shares from mid-February to mid-March 2015.

4 Members of the GEB were granted a total of 6 255 shares under the PSP in 2015. The shares were assigned a market value of CHF 336.72, which corresponds to the volume-weighted average value of the shares from mid-February to mid-March 2015.

5 Allowances and other benefits including compensation in connection with company car entitlements.

6 Five members

7 Members of the GEB were granted a total of 3 336 shares under the RSP in 2013. The shares were assigned a market value of CHF381.45, which corresponds to the volume-weighted average value of the shares from mid-February to mid-March 2014.

8 Members of the GEB were granted a total of 4 892 shares under the PSP in 2013. The shares were assigned a market value of CHF 381.45. The market value corresponds to the volume-weighted average value of the shares from mid-February to mid-March 2014.

Contractual termination clauses of Group Executive Board members

Employment contracts for GEB members contain a notice period of 12 months. There is no entitlement to severance payments.

No additional compensation or benefits are provided in the event of a change of corporate control. Special rules apply for vesting equity-based compensation if there is a change of control, such that allocations will not vest at a rate greater than 100% of the original allocation.

Description of termination arrangements for Group Executive Board members

Peter Meierʼs employment relationship with the Kuoni Group was terminated in November 2015. His employment contract ends on 30 November 2016. The terms of Mr Meierʼs contract include a twelve-month notice period, during which a non-competition clause applies with no extra compensation. In addition to the amounts shown in the compensation table above, Mr Meier shall receive the following benefits in accordance with his employment contract:

  • Basic salary of CHF 80 192 paid monthly from January to November 2016 and other compensation amounts (allowances and other benefits including compensation in relation to company car entitlements), in total CHF 917 612.
  • Payment of the short-term incentive for the period from January to November 2016. The amount is calculated based on the prorated target value for this period and the average payout ratio of the last three years, which equals an amount of CHF 438 000.
  • Grants under the PSP in 2013, 2014 and 2015 will be exchanged for shares as per the respective plan rules for 2016, 2017 and 2018.
  • Grants under the RSP in 2013, 2014 and 2015 will be exchanged for shares as per the respective plan rules.

Thomas Peyerʼs employment relationship with the Kuoni Group was terminated in August 2015. His employment contract ends on 31 August 2016. The terms of Mr Peyerʼs contract include a twelve-month notice period, during which a non-competition clause applies with no extra compensation. In addition to the amounts shown in the compensation table above, Mr Peyer shall receive the following benefits in accordance with his employment contract:

  • Basic salary of CHF 46 667 paid monthly from January to August 2016 and other compensation amounts (allowances and other benefits including compensation in relation to company car entitlements), in total CHF 408 336.
  • Payment of the short-term incentive for the period from January to August 2016. The amount is calculated based on the prorated target value for this period and the average payout ratio of the last three years, which equals an amount of CHF 157 000.
  • Grants under the PSP in 2013, 2014 and 2015 will be exchanged for shares as per the respective plan rules for 2016, 2017 and 2018.
  • Grants under the RSP in 2013, 2014 and 2015 will be exchanged for shares as per the respective plan rules.

Other Group Executive Board compensation, fees and loans as well as persons associated with them

No other compensation or fees were accrued for or paid to any current or former member of the GEB during 2015. As at 31 December 2015, the Kuoni Group had not granted any collateral, loans, advances or credits to Executive Board members or to persons associated with them, nor are there any outstanding. Furthermore, no compensation was granted to persons associated with Group Executive Board members that was not comparable and competitive to the market. No options were allocated during the year under review.

Compensation of Board of Directors

Compensation of members of the BoD consists of fixed compensation and social security contributions in accordance with Swiss regulations.

Half of the fixed compensation is paid in cash, and half in shares, which are subject to a three-year blocking period. The issue price of the shares concerned is determined again each year and corresponds to the final share price on the trading day before the grant date. The shares are allocated one day after the distribution of the dividend.

The members of the BoD are also entitled to travel concessions, which primarily correspond to those for employees in Switzerland.

The amount per Board member and role is specified in the “Compensation Elements of the Board of Directors of Kuoni Travel Holding” regulations of 20 August 2014. The respective compensation of the individual functions on the BoD is outlined in the table below (actual compensation paid differs, for example, due to mandatory social security contribution calculations).

CHF 1’000 Total compensation (net)
Role  
Chairman of the Board of Directors 500
Chairman of the Audit Committee 250
Chairman of the Nomination Committee 100 1
Chairman of the Compensation Committee 100 1
Member of the Board of Directors 150

1 Under the assumption that the Nomination and the Compensation Committee is headed by the same person.

The compensation of Kuoni Groupʼs BoD is periodically benchmarked to ensure that compensation is comparable and competitive relative to the market. In 2015, PricewaterhouseCoopers was commissioned to conduct a comparison and analysis of the structure and amount of the compensation of the BoD. The compensation awarded to members of the BoD is confirmed annually by the BoD.

The aggregate compensation of the BoD members in 2015 amounted to CHF 1.7 million (2014: CHF 1.7 million). The Board member with the highest compensation in both 2015 and 2014 was the Chairman Heinz Karrer (CHF 0.6 million in 2015 and CHF 0.6 million in 2014).

  Fixed compensation net (cash) Fixed compensation net (shares)  1   Social security contributions 2 Total
  CHF 1’000 CHF 1’000 Number of shares CHF 1’000 CHF 1’000
2015          
Heinz Karrer, Chairman 250 250 806 60 560
Jae Hyun (Jay) Lee 75 75 242 19 169
John Lindquist 75 75 242 15 165
Selina Neri 75 75 242 19 169
Adrianus (Adriaan) Nühn 100 100 323 25 225
David Schnell 125 125 403 25 275
Annette Schömmel 75 75 242 19 169
Total 775 775 2,500 182 1,732
           
2014 3          
Heinz Karrer, Chairman 4 250 250 625 60 560
Jae Hyun (Jay) Lee 75 75 188 19 169
John Lindquist 75 75 188 19 169
Adrianus (Adriaan) Nühn 5 100 100 250 25 225
David Schnell 125 125 313 28 278
Annette Schömmel 75 75 188 19 169
Raymond D. Webster 75 75 188 14 164
Total 775 775 1,940 184 1,734

1 These shares were valued at a market price of CHF 310.5 (2014: CHF 400.4). This corresponds to the average share price of the last ten trading days in March 2014. Further, the values shown in the table do not include any accrued value for allocations made and reported in previous financial years.

2 The social security contributions in the table include both employer and employee contributions.

3 In March 2014, the BoD decided to distribute the fixed compensation component, which is normally paid out in January following the Annual General Meeting of Shareholders, henceforth in December following the Annual General Meeting of Shareholders. As a result, the members of the BoD received their fixed compensation for the period AGM 2013 to AGM 2014 (distributed in January 2014) as well as their compensation for the period AGM 2014 to AGM 2015 (distributed in December 2014). The compensation paid in January 2014 totalling CHF 0.865 million and the corresponding employee and employer contributions of CHF 0.1 million are not included in the table.

4 Elected Chairman at the Annual General Meeting of 25 April 2014.

5 Appointed Chairman of the Nomination and the Compensation Committee on 25 April 2014.

Other Board of Directors compensation, fees and loans as well as persons associated with them

No compensation was paid in 2015 to any member of the BoD who had left in the prior period or earlier. As at 31 December 2015, the Kuoni Group had not granted any collateral, loans, advances or credits to members of the BoD or to persons associated with them, nor are there any outstanding. Furthermore, no compensation was granted to persons associated with members of the BoD that was not comparable and competitive to the market. No options were allocated in the year under review.

Ownership of shares

Group Executive Board

As at 31 December 2015, the members of the GEB held Kuoni shares and the conditional right to receive shares under deferred compensation and/or long-term incentive plans, as shown in the table below. The total number of shares held amounts to less than 0.5% of Kuoniʼs total shares outstanding. The total number of unvested shares held amounts to less than 1.0% of Kuoniʼs total shares outstanding (assuming GEB members receive their target amount of shares under the PSP and RSP).

No other equity instruments are held by GEB members other than those outlined in the table below.

      Unvested as at 31 Dec 2015  
  Total number of shares held Voting rights Performance shares conditionally granted under the 2013 PSP Restricted shares conditionally granted under the 2013 RSP Performance shares conditionally granted under the 2014 PSP Restricted shares conditionally granted under the 2014 RSP Performance shares conditionally granted under the 2015 PSP Restricted shares conditionally granted under the 2015 RSP
As at 31 Dec 2015                
Peter Meier 1 1,000 0.03% 1,790 422 1,437 685 1,628 1,165
Zubin Karkaria 2 2,655 0.07% 903 193 720 319 1,304 444
Stefan Leser 3 n.a. n.a. 1,286 0 974 435 0 0
Thomas Peyer 1,000 0.03% 176 67 787 350 995 669
Rolf Schafroth 3,308 0.08% 1,286 287 974 434 1,104 739
Ivan Walter 4 800 0.02% 311 69 551 257 1,224 816
Total 8,763 0.23% 5,752 1,038 5,443 2,480 6,255 3,833
                 
      Unvested as at 31 Dec 2014  
  Total number of shares held Voting rights Performance shares conditionally granted under the 2012 PSP Performance shares conditionally granted under the 2013 PSP Restricted shares conditionally granted under the 2013 RSP Performance shares conditionally granted under the 2014 PSP Restricted shares conditionally granted under the 2014 RSP  
As at 31 Dec 2014                
Peter Meier 2,202 0.04% 2,491 1,790 843 1,437 1,028  
Zubin Karkaria 2,284 0.05% 764 903 387 720 479  
Leif Vase Larsen 5 n.a. n.a. 1,346 0 0 0 0  
Stefan Leser 3 1,000 0.02% 2,271 1,286 287 974 652  
Thomas Peyer 6 361 0.01% 330 176 135 787 525  
Peter Rothwell 5 n.a. n.a. 3,443 1,898 0 0 0  
Rolf Schafroth 1,277 0.03% 2,271 1,286 574 974 652  
Total 7,124 0.15% 12,916 7,339 2,226 4,892 3,336  

1 Member of the GEB who left the Company during 2015.

2 Appointed to CEO Kuoni Group in November 2015.

3 Member of the GEB who left the Company during 2014.

4 New member of the GEB since January 2015

5 Member of the GEB who left the Company during 2013.

6 New member of the GEB since 2014. The 2014 number shows the full-year allocation.

Board of Directors

As at 31 December 2015, the Chairman and other members of the BoD held 11 713 Kuoni shares. This amounts to less than 0.5% of Kuoniʼs total shares outstanding.

The table below shows the number of Kuoni shares held by each member of the BoD. No party related to a member of the Board held any Kuoni shares. In case of a change of control, all blocking periods will be suspended. No other share instruments are held by members of the BoD other than those outlined in the table below.

  Total number of shares Blocking periods for total number of shares held
  As at 31 Dec 2015 Voting rights As at 31 Dec 2014 Voting rights Unblocked Blocking period 2016 Blocking period 2017 Blocking period 2018
Heinz Karrer, Chairman 1 3,349 0.08% 2,543 0.05% 1,514 404 625 806
Jae Hyun (Jay) Lee 921 0.02% 679 0.01% 227 264 188 242
John Lindquist 1,280 0.03% 1,038 0.02% 586 264 188 242
Selina Neri 2 242 0.00% 0 0.00% 0 n.a. n.a. 242
Adrianus (Adriaan) Nühn 1,064 0.03% 741 0.01% 227 264 250 323
David Schnell 3,210 0.08% 2,807 0.06% 2,055 439 313 403
Annette Schömmel 1,647 0.04% 1,405 0.03% 953 264 188 242
Raymond D. Webster 3 n.a. n.a. 2,025 0.04% n.a. 264 188 n.a.
Total 11,713 0.28% 11,238 0.22% 5,562 2,163 1,940 2,500

1 Elected Chairman of the BoD at the Annual General Meeting in April 2014.

2 Elected member of the BoD at the Annual General Meeting in April 2015.

3 Was member of the BoD until the Annual General Meeting in April 2015