7. Compensation for the financial year

7.1 Board of Directors compensation

The tables in this section are audited by the external auditor.

The following table shows the compensation for the individual members of the Board of Directors for the 2024/25 financial year (10 members from the 2024 AGM) and for the 2023/24 financial year (9 members). The total compensation in the 2024/25 financial year was CHF 3.3 million (2023/24: CHF 3.1 million).

Board of Directors compensation for the Financial Year

in CHF	2024/25
	Cash retainer (fixed fee)	Total cash compensation	Grant value of restricted shares	Total compensation	Employer's social insurance contribution (AHV/ALV)¹⁾
Robert F. Spoerry ²⁾ Chair of the Board of Directors	430,000	430,000	369,953	799,953	44,588
Stacy Enxing Seng Vice-Chair of the Board of Directors Member of the Nomination and Compensation Committee	135,000	135,000	159,919	294,919	18,448
Gregory Behar Member of the Audit Committee	120,000	120,000	159,919	279,919	17,475
Lynn Dorsey Bleil Member of the Audit Committee	120,000	120,000	159,919	279,919	17,475
Lukas Braunschweiler Member of the Nomination and Compensation Committee	120,000	120,000	159,919	279,919	348,913
Roland Diggelmann Chair of the Nomination and Compensation Committee	140,000	140,000	159,919	299,919	18,773
Julie Tay Member of the Nomination and Compensation	120,000	120,000	159,919	279,919	17,204
Ronald van der Vis Member of the Audit Committee	120,000	120,000	159,919	279,919	17,475
Adrian Widmer Chair of the Audit Committee	140,000	140,000	159,919	299,919	18,773
Gilbert Achermann Member of the Board of Directors	83'333³⁾	83'333³⁾	159,919	243,252	15,068
Total	1,528,333	1,528,333	1,809,224	3,337,557	534,192

The compensation shown in the table above is gross and based on the accrual principle.

1)Employer social security contributions on cash retainer, restricted shares granted during the financial year as well as stock options exercised during the financial year

2)Including NCC and AC work and attendance.

3)Pro-rated for the period AGM 2024 to 31, March 2025.

in CHF	2023/24
	Cash retainer (fixed fee)	Total cash compensation	Grant value of restricted shares	Total compensation	Employer's social insurance contribution (AHV/ALV)¹⁾
Robert F. Spoerry ²⁾ Chair of the Board of Directors	430,000	430,000	369,808	799,808	45,208
Stacy Enxing Seng Vice-Chair of the Board of Directors Member of the Nomination and Compensation Committee	135,000	135,000	159,924	294,924	18,680
Gregory Behar Member of the Audit Committee	116,667	116,667	159,924	276,591	17,474
Lynn Dorsey Bleil Member of the Audit Committee	120,000	120,000	159,924	279,924	17,693
Lukas Braunschweiler Member of the Nomination and Compensation Committee	123,333	123,333	159,924	283,258	301,538
Roland Diggelmann Chair of the Nomination and Compensation Committee	136,667	136,667	159,924	296,591	18,789
Julie Tay Member of the Nomination and Compensation	116,667	116,667	159,924	276,591	17,202
Ronald van der Vis Member of the Audit Committee	120,000	120,000	159,924	279,924	17,693
Adrian Widmer Chair of the Audit Committee	140,000	140,000	159,924	299,924	19,009
Total (active members)	1,438,333	1,438,333	1,649,202	3,087,535	473,288
Jinlong Wang	16,667	16,667		16'667⁴⁾	911
Total (including former members)	1,455,000	1,455,000	1,649,202	3,104,202	474,199

The compensation shown in the table above is gross and based on the accrual principle.

1)Employer social security contributions on cash retainer, restricted shares granted during the financial year as well as stock options exercised during the financial year.

2)Including NCC and AC work and attendance.

7.1.1 Approved versus expected total compensation for the members of the Board of Directors

The total compensation paid to the Board of Directors for the period from the 2024 AGM to the 2025 AGM is expected to be CHF 3.3 million. The total compensation is within the limit of CHF 3.5 million approved by the 2024 AGM.

Approved versus expected total compensation for the members of the Board of Directors

in CHF 1,000	Approved for AGM 2023 - AGM 2024	Effective for AGM 2023 - AGM 2024	Approved for AGM 2024 - AGM 2025	Expected for AGM 2024 - AGM 2025
AGM approval year	2023		2024
Total compensation	3,230	3,100	3,500	3,360

Breakdown total compensation:
Fixed fees including expenses	1,510	1,450	1,610	1,550
Grant value of restricted shares	1,720	1,650	1,890	1,810

Number of members of the Board of Directors	9	9	10	10

7.1.2 Other compensation, loans, and credit for current and former members of the Board of Directors and related parties

No other compensation was paid to current members of the Board of Directors for additional services beyond the total compensation disclosed in the tables above. No other compensation was paid to former members of the Board of Directors beyond the total compensation disclosed in the tables above.

In the year under review, no payments were made to individuals who are closely related to any current or former member of the Board of Directors.

No loans were granted by Sonova or any other Group company to current or former members of the Board of Directors in the 2024/25 financial year, and no such loans were outstanding as of March 31, 2025. Furthermore, neither Sonova nor any other Group company has granted any loans to related parties of current or former members of the Board of Directors.

7.1.3 Outside mandates

As of March 31, 2025, the members of the Board of Directors held the following mandates outside Sonova:

				2024/25
	Listed companies	Function	Other mandates	Function
Robert F. Spoerry	Bystronic Holding AG	Member of the Board of Directors	n.a.	n.a.
Stacy Enxing Seng	LivaNova Inc.	Member of the Board of Directors	Cala Health	Chair of the Board of Directors
			Contego Inc.	Executive Chair of the Board of Directors
			Corza Inc.	Member of the Board of Directors
			Imperative Care	Member of the Board of Directors
			Lightstone Ventures	Operating Partner
Gregory Behar	n.a.	n.a.	Recipharm AB	CEO
			Amazentis SA	Member of the Board of Directors
			New Biologix	Member of the Board of Directors
Lynn Dorsey Bleil	Alcon Inc.	Member of the Board of Directors	Intermountain Healthcare Wasatch Back Hospitals Community Board	Chair
	Amicus Therapeutics Inc.	Member of the Board of Directors
Lukas Braunschweiler	Tecan Group AG	Chair of the Board of Directors	n.a.	n.a.
Roland Diggelmann	Mettler Toledo International Inc.	Chair of the Board of Directors	Berlin Heals AG	Member of the Board of Directors
			HeartForce AG	Member of the Board of Directors
			Navignostics AG	Member of the Board of Directors
			Osler Diagnostics Ltd.	Member of the Board of Directors
Julie Tay	EBOS Group Ltd.	Member of the Board of Directors	n.a.	n.a.
Ronald van der Vis	n.a.	n.a.	Industry Advisor	Operating Partner, Co-Investor
			European Dental Group	Chair of the Supervisory Board
			Equipe Zorgbedrijven	Chair of the Supervisory Board
			United Veterinary Care	Chair of the Supervisory Board
			HEMA BV	Member of the Supervisory Board
Adrian Widmer	Sika AG	Group CFO	n.a.	n.a.
Gilbert Achermann	Ypsomed Group	Member of the Board of Directors	Unilabs Group	Chair of the Board of Directors
			Greentech	Member of the Board of Directors
			IMD Lausanne	Vice Chair of the Supervisory Board
			SwissMedtech Association	Vice Chair

				2023/24
	Listed companies	Function	Other mandates	Function
Robert F. Spoerry	Bystronic Holding AG	Member of the Board of Directors	n.a.	n.a.
	Mettler Toledo International Inc.	Non-executive Chair of the Board of Directors
Stacy Enxing Seng	LivaNova Inc.	Member of the Board of Directors	Cala Health	Chair of the Board of Directors
			Contego Inc.	Executive Chair of the Board of Directors
			Corza Inc.	Member of the Board of Directors
			Imperative Care	Member of the Board of Directors
			Lightstone Ventures	Operating Partner
Gregory Behar	n.a.	n.a.	Recipharm AB	CEO
			Amazentis SA	Member of the Board of Directors
			New Biologix	Member of the Board of Directors
Lynn Dorsey Bleil	Alcon Inc.	Member of the Board of Directors	Intermountain Healthcare Wasatch Back Hospitals Community Board	Chair
	Stericycle Inc.	Member of the Board of Directors
	Amicus Therapeutics Inc.	Member of the Board of Directors
Lukas Braunschweiler	Tecan Group AG	Chair of the Board of Directors	n.a.	n.a.
Roland Diggelmann	Mettler Toledo International Inc.	Member of the Board of Directors	Berlin Heals AG	Member of the Board of Directors
			HeartForce AG	Member of the Board of Directors
			Navignostics AG	Member of the Board of Directors
			Osler Diagnostics Ltd.	Member of the Board of Directors
Julie Tay	EBOS Group Ltd.	Member of the Board of Directors	n.a.	n.a.
Ronald van der Vis	n.a.	n.a.	Industry Advisor	Operating Partner, Co-Investor
			European Dental Group	Chair of the Supervisory Board
			Equipe Zorgbedrijven	Chair of the Supervisory Board
			United Veterinary Care	Chair of the Supervisory Board
			HEMA BV	Member of the Supervisory Board
Adrian Widmer	Sika AG	Group CFO	n.a.	n.a.

7.2 Management Board compensation

7.2.1 Compensation awarded for the 2024/25 financial year

As stated above, Sonovaʼs basic principle is that any changes to the fixed or target compensation for the Management Board are made only if and when they are deemed necessary and appropriate. Such changes are generally in line with those across the organization, with a primary focus on the variable compensation components, and they can be differentiated in cases such as, for example, a change to a positionʼs responsibilities. They are also aligned with data from executive compensation surveys and published benchmarks from companies of similar size.

The highest total compensation for a member of the Management Board in the 2024/25 financial year was paid to Arnd Kaldowski, CEO.

The following tables show the compensation of the CEO and the other members of the Management Board for the 2024/25 financial year (8 members) and for the 2023/24 financial year (8 members).

Management Board compensation for the Financial Year (audited by external auditors)

in CHF	2024/25
		Fixed base salary	Variable compensation ¹⁾	Fringe benefits	Employer's pension contribution	Total cash compen- sation	Value of PSUs ²⁾	Value of options ³⁾	Total compensation	Employer's social security contribution
Arnd Kaldowski, CEO		921,750	666,799	54,308	107,340	1,750,197	813,750	1,356,250	3,920,197	163,341
Other members of the MB		3,480,631	1,649,711	259,168	459,453	5,848,963	1,284,000	1,284,000	8,416,963	563,430
Total		4,402,381	2,316,510	313,476	566,793	7,599,160	2,097,750	2,640,250	12,337,160	726,771

The compensation shown in the table above is gross and based on the accrual principle.

1)The variable compensation will be paid out only when the Group’s audited financial statements for the financial year have been publicly disclosed by the Group in its consolidated financial statements.

2)Fair value per PSU at grant date CHF 346.86. Fair Value of PSUs provided by a third party based on the Monte Carlo pricing model; this is an appropriately balanced approach, taking account of the possibility of either over- or under-achievement. The settlement will be determined based on actual performance achievement prior to the vesting in June 2028 and the PSUs are blocked after vesting to arrive at the total mandatory restriction period of five years from grant date.

3)Fair value per option at grant date provided by a third party based on the "Enhanced American Pricing Model” (including the impact of the restriction period based on a “Black-Scholes Model”) of CHF 80.88. The options are blocked after vesting to arrive at the total mandatory restriction period of five years.

in CHF	2023/24
		Fixed base salary	Variable compensation ¹⁾	Fringe benefits	Employer's pension contribution	Total cash compen- sation	Value of PSUs ²⁾	Value of options ³⁾	Total compensation	Employer's social security contribution
Arnd Kaldowski, CEO		900,000	587,368	53,200	117,738	1,658,306	802,500	1,337,500	3,798,306	103,701
Other members of the MB		3,296,898	1,116,995	292,471	556,680	5,263,044	1,707,500	1,707,500	8,678,044	461,461
Total (active members)		4,196,898	1,704,363	345,671	674,418	6,921,350	2,510,000	3,045,000	12,476,350	565,162
Former members of the MB		28,000	14,000	3,333	5,082	50,415			50,415	3,355
Total		4,224,898	1,718,363	349,004	679,500	6,971,765	2,510,000	3,045,000	12,526,765	568,517

The compensation shown in the table above is gross and based on the accrual principle.

2)Fair value per PSU at grant date CHF 293.53. Fair Value of PSUs provided by a third party based on the Monte Carlo pricing model; this is an appropriately balanced approach, taking account of the possibility of either over- or under-achievement. The settlement will be determined based on actual performance achievement prior to the vesting in June 2027 and the PSUs are blocked after vesting to arrive at the total mandatory restriction period of five years from grant date.

3)Fair value per option at grant date provided by a third party based on the "Enhanced American Pricing Model” (including the impact of the restriction period based on a “Black-Scholes Model”) of CHF 72.69 and for one member CHF 74.95. The options are blocked after vesting to arrive at the total mandatory restriction period of five years after regular grant date.

Explanatory comments to the compensation tables

The total compensation of CHF 12.3 million for the 2024/25 financial year is below the total of CHF 12.5 million for the previous year. This is explained by the following main contributing factors:

The total cash compensation has increased, primarily due to a rise in variable compensation compared to 2023/24, driven by the companyʼs improved performance.
Reduction of the PSU and Stock Options grants due to the change of Management Board members.

Variable Cash Compensation performance outcomes 2024/25

The system of the VCC is outlined in more detail in section 6.3 of this report. The table below (validated by the NCC) shows the targets for the Group objectives and group ESG objectives as well as the actual achievements and the payout percentage ranges for the VCC for the 2024/25 financial year.

As per Section 6.3, performance targets are a derivative of the strategic plan and are typically based on year on year improvements set above the financial guidance given to the capital market.

* Disclosing internal targets would allow insight into Sonovaʼs confidential strategic goals and thereby create a competitive disadvantage, i.e. financial targets at business unit level and individual targets are not disclosed.

1) Individual target achievement can be above 200%. However, maximum payout is capped at 200% except for Sales at 250%. The payout percentage is shown either as a single value or as a range of payout for each Management Board member.

2) Reported non-GAAP figures adjusted for currency exchange rates fluctuations vs rates at time of budget setting. For details, please refer to the “Reconciliation of non-GAAP financial measures” table at the end of the financial review.

3) Operating Free cash flow – cash consideration for acquisitions and from divestments, net of cash acquired/divested – cash consideration for associates, excluding taxes. Includes the effect of non-GAAP figures adjustments and currency exchange rates fluctuations vs rates at time of budget setting.

4) Individual objectives not disclosed. Each MB Member considered as a single data point (weighted average per category).

Sales growth accelerated throughout the year, driven by the successful launch of the Infinio and Sphere Infinio plaforms. Overall, the businesses achieved between 97% and 100% of the annual sales target.

A targeted EBITA achievement of 97% was met due to a strong pick-up in profitability in the second half-year and cost savings from targeted optimisation initiatives. The EPS target achievement was 98%. The Operating Free Cash Flow achievement was 99%, mainly driven by growth in income before taxes and a reduction on cash outflow from changes in working capital. The assessment of these targets was undertaken based on the adjusted metrics as disclosed in the financial review of this Annual Report and were adjusted for currency exchange rate fluctuations against the rates applied at the time of budget setting. Restructuring costs subject to Non-GAAP adjustment were incurred in order to structurally optimize the Groupʼs cost structure and footprint anticipating a more difficult market context.

ESG Targets

ESG targets were defined around two group categories (Climate change and talent management) for all Management Board members except one. Additionally, members each had a selection of targets set depending on their role and responsibilities. The individual ESG targets are set around circular economy, talent management, diversity & inclusion, customer satisfaction, business ethics and ESG governance. For more details on ESG, please refer to the ESG Report.

The following table provides details about each Management Board memberʼs Group and individual ESG targets and their respective achievements in the financial year.

More in detail for the CEO, the achievement of ESG objectives (Group and Individual) ranged between 0% and 100% which resulted in a payout of 51.0% while the achievement of his individual qualitative objectives ranged between 50% and 120% and resulted in a payout of 93.3%. Individual qualitative objectives for members of the Management Board were achieved between 74.7% and 94.0%.

The overall payout for the 2024/25 financial year for the CEO was 80.9% (2023/24: 73.4%) and between 63.5% and 88.5% (2023/24: 47.5% – 84.5%) for the other members of the Management Board.

7.2.2 Historical variable cash compensation for the members of the Management Board over the last five years

The above chart illustrates that the design of the VCC is effective: in line with Sonovaʼs ambitious target–setting, substantial progress needs to be made to reach the target (100%).

7.2.3 Approved versus actual total compensation for the members of the Management Board

The actual total compensation for the Management Board for the 2024/25 financial year was CHF 12.3 million. This figure is below the maximum aggregate compensation amount of CHF 16.5 million approved at the 2023 AGM for the 2024/25 financial year.

The approved compensation for EEAP applies fair value at grant, which is based on 100% target achievement; this is an appropriately balanced approach, taking into account the possibility of either over- or under-achievement for PSUs. The actual number of shares allocated for each PSU will depend on the achievement of pre-determined performance conditions, and ranges from 0 to 2 shares per PSU. Actual achievement will be disclosed upon vesting in each respective financial year.

Additional information to support the shareholder votes on compensation can be found in the invitation to the 2024 AGM.

7.2.4 Executive Equity Award Plan performance outcomes 2024/25

Performance Options

The vesting of the performance options is subject to a pre-defined ROCE target. In the 2024/25 financial year, the ROCE target were exceeded for the option tranches awarded in 2023 and 2024. Since there is no provision for over-achievement in the EEAP, the vesting of the options is capped at target, namely at 100%. The ROCE target for the option tranche awarded in 2021 and 2022 were not fully met and the vesting level equals respectively to 93.8% and 68.3%.

¹⁾2024 ROCE target set excluding M&A

Any non planned acquisition which took place after the respective grant(s) and major foreign exchange rates movements that were not known in the ROCE target setting at the time of grant are neutralized in the measurement.

Performance Share Units

The PSUs vest based on relative TSR measured against a pre-defined peer group. The number of shares allocated for each vested PSU between the 20th and 80th percentile is calculated by linear interpolation within a range of 0% to 200%.

The actual TSR was –11.75%, which corresponds to a 35.29% percentile rank relative to the peer group, and results in a 50.96% vesting in June 2025. For the PSUs awarded under the EEAP 2021 vesting in June 2024, the actual TSR was 28.0%, which corresponded to a 54.61% percentile rank relative to the peer group and resulted in a 115.4% vesting.

Table below is validated by the NCC and not audited by the external auditors.

7.2.5 Other compensation, loans and credits for current and former members of the Management Board and related parties

No other compensation was paid to current or former members of the Management Board beyond the total compensation disclosed in the tables above.

No payments were made to individuals who are closely related to any current or former members of the Management Board.

No loans were granted by Sonova or any other Group company to current or former members of the Management Board in the 2024/25 financial year, and no such loans were outstanding as of March 31, 2025. Furthermore, neither Sonova nor any other Group company has granted any loans to related parties of current or former members of the Management Board.

7.2.6 Outside mandates (audited by external auditors)

As of March 31, 2025, the members of the Management Board held the following mandates outside Sonova:

				2024/25
	Listed companies	Function	Other mandates	Function
Arnd Kaldowski	n.a.	n.a.	European Hearing Instrument Manufactures Association (EHIMA)	President
Ludger Althoff	n.a.	n.a.	n.a.	n.a.
Lilika Beck	n.a.	n.a.	n.a.	n.a.
Oliver Lux	n.a.	n.a.	n.a.	n.a.
Alistair Simpson	n.a.	n.a.	n.a.	n.a.
Katya Kruglova	n.a.	n.a.	n.a.	n.a.
Robert Woolley	n.a.	n.a.	n.a.	n.a.

				2023/24
	Listed companies	Function	Other mandates	Function
Arnd Kaldowski	n.a.	n.a.	European Hearing Instrument Manufactures Association (EHIMA)	President
Birgit Conix	ASML Holding N.V.	Member of the Supervisory Board	n.a.	n.a.
Ludger Althoff	n.a.	n.a.	QuestW	Member of the Advisory Board
Victoria E. Carr-Brendel	Vicarious Surgical Inc.	Member of the Board of Directors	Medical Device Manufacturers Association (MDMA)	Member
Christophe Fond	n.a.	n.a.	n.a.	n.a.
Martin Grieder	n.a.	n.a.	n.a.	n.a.
Katya Kruglova	n.a.	n.a.	n.a.	n.a.
Robert Woolley	n.a.	n.a.	n.a.	n.a.