3. At a glance
Board of Directors compensation
To ensure their independence in their supervisory function, members of the Board of Directors receive a fixed compensation in form of board retainer in cash and restricted shares and committee fees in cash.
Shares are restricted for a period of 5 years and 4 months (chair) and 4 years and 4 months (members) to strengthen the alignment with shareholder interests.
Annual retainer | Cash (CHF) | Shares (CHF) | ||
Board chair | 430,000 | 370,000 | ||
Board member | 100,000 | 160,000 | ||
Additional fees | Chair (CHF) | Member (CHF) | ||
Vice-chair | 15,000 | n.a. | ||
AC/NCC | 40,000 | 20,000 |
The expected compensation paid for the period from the 2024 AGM until the 2025 AGM of CHF 3,355,000 is within the amount of CHF 3,500,000 approved by shareholders.
The effective compensation paid for the period from the 2023 AGM until the 2024 AGM of CHF 3,100,000 is within the amount of CHF 3,230,000 approved by the shareholders.
Approved versus effective total compensation for the members of the Board of Directors
Total compensation | Approved | Effective | ||
in CHF 1,000 | ||||
2024 AGM–2025 AGM | 3,500 | 3,3601) | ||
2023 AGM–2024 AGM | 3,230 | 3,100 |
1)this compensation period is not completed yet, estimated amount.
Members of the Board of Directors are subject to minimum share ownership requirements of CHF 200,000.
Management Board compensation
The compensation of the Management Board consists of fixed and variable performance-based compensation and is based on the following principles:
- Pay for performance
- Alignment with shareholder interests
- Market competitiveness
- Alignment with companyʼs values
Management Board | Fixed salary1) | Short-term cash incentive (VCC) | Long-term equity incentive (EEAP) | |||
CEO | 926,100 | 89% of fixed salary (at target) | 234% of fixed salary (at target) | |||
MB members | 426'000 on average | up to 50% of fixed salary (at target) | up to 107% of fixed salary (at target) |
1Fixed salary effective June 1, 2024.
The STI payout amounts to 80.9% for the CEO and 72.6% for the other members of the Management Board on average.
The LTI vesting level amounts to:
- 100% for the options awarded in 2024 and 2023, 93.8% for the options awarded in 2021 and 68.3% for the options awarded in 2022
- 50.96% for the PSUs
The compensation awarded for the 2024/25 financial year of CHF 12,300,000 is within the amount of CHF 16,500,000 approved by the shareholders.
Approved versus effective total compensation for the members of the Management Board
Total compensation | Approved | Effective | ||
in CHF 1,000 | ||||
2024/25 financial year | 16,500 | 12,300 | ||
2023/24 financial year | 16,000 | 12,500 |
The CEO and members of the Management Board are subject to minimum share ownership requirements of CHF 1,000,000 and CHF 200,000 respectively.
Governance
- Authority for decisions related to the compensation of the Board of Directors and the Management Board is governed by the Articles of Association.
- The prospective maximum aggregate amounts of compensation of the Board of Directors and of the Management Board are subject to binding shareholder votes at the AGM. The compensation report is subject to a consultative shareholder vote at the AGM.