At the AGM, Ethos recommends that Holcim shareholders vote against the remuneration proposals and the election of the new chairman. Ethos recommends , however, that the shareholders approve the spin-off of the North American business, and that the new entity set ambitious climate targets.
CHF 48 million. This is the amount that Ethos estimates the chairman and former CEO of Holcim will receive for 2024. This represents almost CHF 1 million per week, or 613 times the average annual salary in Switzerland (CHF 78’024).
The main reason for this is the 674’243 performance options that Jan Jenisch received in March 2020, and which he can fully exercise since March 2025 after a four-year performance period (2020-2024). These options, which were valued at 890’001 Swiss francs at the time they were granted in the 2020 annual report (1.32 Swiss francs per option), are now worth more than 36.6 million Swiss francs according to Ethos. To this must be added his base salary (CHF 600’000) and bonus (CHF 1.3 million) for the four months he spent as CEO of the company in 2024, his remuneration as chairman for the remaining eight months of that year (CHF 2 million) and the value of the shares granted to him in 2022 as part of his long-term variable remuneration, which also vested in March 2025 (CHF 7.1 million).
This amount of CHF 48 million contrasts sharply with the remuneration of CHF 5.1 million published in the 2024 annual report (CHF 2 million for eight months as chairman and CHF 3.1 million for four months as CEO). This difference is mainly due to the increase in the share price, particularly over the last 12 months (since the announcement of the Amrize spin-off, see below), which gives Jan Jenisch's options an intrinsic value of more than CHF 35 million (i.e. the difference between their exercise price of CHF 45. 62 and the current share price, which has fluctuated between CHF 90 and CHF 100 since the beginning of the year).
“Ethos has been very critical of option grants in recent years and has consistently rejected the remuneration levels for Holcim's executive management due to the very high leverage of the long-term remuneration plans”, emphasises Vincent Kaufmann, CEO of the Ethos Foundation. Jan Jenisch's variable remuneration for 2024, which is 25 times his base salary as CEO, is unacceptable and shows the limits of the system, even if it reflects the good stock market performance of recent years”.
Ethos now expects the board of directors to abolish the option plan. In the meantime, Ethos recommends that shareholders vote against the remuneration report (item 1.2) and against the CHF 32 million budget for the remuneration of the nine members of the executive management in 2026 (item 6.2) at the annual general meeting (AGM).
Climate: no reduction in targets for Amrize
This AGM will also mark an important turning point in the group's strategy with the proposal to spin off its North American operations into a new company listed in Switzerland and the United States (Amrize) in the form of a dividend payment in kind (item 3.1). After carefully weighing the risks and benefits, Ethos believes that this separation makes a strategic sense and offers potential for value creation. Ethos also considers that such a transaction will enable Holcim to strengthen its leadership in sustainable construction, particularly considering recent political developments in the United States that are less favourable to climate action.
Ethos notes, however, that it expects Amrize to rapidly put in place a climate and sustainability strategy that is at least as ambitious as Holcim's. At this stage, Ethos notes that no concrete and measurable sustainability targets have been communicated for Amrize. Given the significant impact of its activities on the environment, Ethos expects the new company to commit to setting science-based climate targets in line with best practices as soon as possible. Ethos will engage in an intensive and continuous dialogue with the company's management on this issue, starting with the IPO of the new company.
Furthermore, Ethos has doubts about the governance model proposed for Amrize, with Jan Jenisch assuming the dual role of chairman of the board of directors and CEO. While such an arrangement may be acceptable on a transitional basis and with a strong system of checks and balances, there is currently no indication at this stage that Amrize will separate these roles in the near future.
The new chairman of the board of directors is not sufficiently available
Finally, following the spin-off and the appointment of Mr Jenisch as chairman and CEO of Amrize, Holcim proposes the election of a new chairman of the board of directors (item 5.1.1) in the person of Kim Fausing, a member of Holcim's board of directors since 2020.
Mr Fausing is CEO of Danfoss Group, a privately held company with more than 40,000 employees, and vice-chairman of SMA Solar Technology, a company listed in Germany. Ethos considers that this workload is far too heavy for him to be able to fully focus on his role as chairman of Holcim and therefore recommends voting against his election as chairman.
