6.3 Management Board compensation system

As outlined in the introduction to this compensation report, the compensation system of the Management Board is linked to the companyʼs strategy and business results, and aligns with the interests of our shareholders, rewarding performance in the context of the business and the market. This compensation system has proven to be effective over several years.

The compensation of the Management Board (including the CEO) is defined in several regulations adopted by the Board of Directors and comprises:

• A fixed base salary;
• A short-term cash incentive award (VCC);
• A long-term equity incentive award (EEAP); and
• Employee benefits, such as pension benefits, flat rate cash car allowance, expense allowance, relocation benefits for certain affected members, as well as social security contributions.

The charts below illustrate the compensation mix excluding employee benefits at target for the CEO, Arnd Kaldowski, and the Management Board in the 2024/25 financial year:

The table below provides an overview of the compensation components of the Management Board, with more details on the following pages. The ratio of the VCC and the EEAP as a percentage of the fixed base salary shown in the table on below can vary slightly year-on-year, depending on which component (if any) is adjusted as a result of the compensation review.

Compensation structure 2024/25 financial year

Fixed base salary

The fixed base salary ensures a recurrent payment in cash in regular instalments. The salary level is based on the scope and complexity of the position, market norms and benchmarks, and the individualʼs profile in terms of experience and skills. Salary progression depends primarily on the individualʼs performance, as well as on market developments and the economic environment.

Short-term cash incentive award (Variable Cash Compensation)

Sonovaʼs VCC aims at aligning a significant part of compensation to budget achievements in a given financial year. The VCC is an integral component of the compensation for members of the Management Board, defined as a percentage of the annual fixed base salary. At target, it amounts to 89% of the fixed base salary for the CEO and up to 50% for the other members of the Management Board.

The Board of Directors normally fixes the target performance level for each key performance indicator (KPI) annually for the following financial year, based on the recommendation of the NCC. The targets are generally set in such a way that on an adjusted basis, substantial improvements from the previous financial yearʼs achievement are required, in line with the companyʼs ambitious mid- and long-term financial plans. 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 (e.g. internal targets are normally more ambitious than that the financial guidance).

Setting demanding and ambitious targets helps Sonova strive to deliver best-in-class performance and stay ahead of the market. Lower and upper performance thresholds are also set, below which the payout percentage is zero, and above which it is capped at 200%, with the exception of sales at 250% and certain ESG targets at 100%. Payout levels between the threshold, the target, and the maximum are calculated by linear interpolation.

The VCC for the Management Board is based on four categories of performance objectives:

• Group financials
• Business unit financials
• ESG performance (group and individual objectives)
• Individual performance objectives

Group financial objectives are based on the budget; the specific KPIs can include sales, EBITA (Earnings Before Interest, Taxes and Amortization), Free Cash Flow (FCF), and EPS (Earning Per Share). The corresponding Group performance targets for the financial year 2024/25 are disclosed in the table below.

Business unit financial objectives include sales, EBITA, DWCO, and margin of the respective business unit.

In broad terms, the rationale for applying these particular financial Group and business unit performance indicators in determining the VCC is as follows: sales correlate with market success and reflect our growth ambitions, EBITA reflects profits, and margins reflect profitability, Days Working Capital Outstanding (DWCO) and FCF represent operational and capital efficiency, respectively. As for the performance indicators linked to the external market, EPS are important to shareholders and for the determination of the share price. Group and business unit financial performance objectives are generally weighted at 75% of the overall VCC.

In line with our strategy and to reflect Sonovaʼs corporate sustainability and sustainable business approach, business relevant ESG targets are reflected in the VCC of the Management Board. These targets are derived from our ESG strategy IntACT outlined in Sonovaʼs ESG Report, and covers environmental, social and governance targets. ESG performance objectives represent 10% of the overall VCC: in general, 5% are allocated to two Group objectives that are consistent for all Management Board members, and 5% are allocated to one to three individual objectives for each Management Board member.

The individual performance component is based on the achievement of individual objectives defined at the beginning of the financial year between the CEO and individual members of the Management Board – and, for the CEO, between the Board of Directors and the CEO. The total weight of the individual performance objectives for each member of the Management Board is generally 15% of the overall VCC.

For the CEO, individual targets include strategy and organizational development, key R&D projects, new product launches, restructuring and performance management initiatives, M&A and operational excellence. For the other Management Board members, based on their respective role, individual objectives may include key initiatives and project in the areas of innovation, commercial excellence, customer experience, brand positioning, marketing excellence, product launches, M&A activities, operational excellence (supply chain management, procurement process, inventory management), compliance, organization and team development, employee value proposition, succession planning.

In case of significant unforeseen events that could not be reflected in the target setting process, the Board of Directors may adjust the performance targets and/or measurement based on a pre-defined set of guidelines. These may include M&A activities above a certain threshold, material currency exchange rate impacts, restructuring costs, legal, tax and accounting adjustments, as well as financial expense/income driven.

Long-term equity incentive award (EEAP)

The purpose of the EEAP is to ensure long-term value creation for the company, alignment of the interests between shareholders and the members of the Management Board, and the long-term retention of talent at Sonova.

The EEAP is offered annually to the members of the Management Board. The Board of Directors determines the individual grant level to the members of the Management Board based on the recommendation of the CEO, and to the CEO based on the recommendation of the Chair and NCC. Generally, the grant date is on February 1 each year.

Under the EEAP, the CEO receives an equity compensation mix of 62.5% in performance options and 37.5% in PSUs and the other members of the Management Board are awarded 50% in performance options and 50% in PSUs.

Both the performance options and the PSUs are subject to a post vesting restriction period that lasts from the vesting date until the fifth anniversary of the grant date. During this period even after the vesting date, EEAP awards cannot be exercised, sold, pledged, assigned, transferred or otherwise disposed of. This post vesting restriction period strengthens the alignment with shareholder interests.

Performance Options

A portion of the EEAP is allocated in the form of performance options. This reflects the growth-focused strategy and the desire to further strengthen the alignment of the Management Board compensation with our shareholder interests.

Options granted under the EEAP vest in four equal annual instalments over a period of 16 – 52 months, depending on ROCE achievement. The first tranche vests on June 1 of the year following the grant year (16 months after grant date). The exercise price of the options is the closing price of the Sonova share on the Swiss Stock Exchange (SIX Swiss Exchange) at the grant date, and the life of the options is 10 years.

For reference, the average vesting period of the options is 34 months. In this way options align management with shareholder interests, as value creation is only realized in the event of increasing share price (see section 6 for more information on the overall levels of the target achievements as well as other qualitative comments).

The vesting of the option granted in the 2024/25 financial year to members of the Management Board is based on ROCE as performance criteria. This metric reflects multiple financial factors, including both the profitability of the company and the efficiency with which Sonovaʼs capital is being employed. The Board of Directors generally determines the target level of performance at which the options will vest in full and a minimum performance threshold below which there is no vesting. There is no overachievement possible. The ambition is to continuously improve ROCE over time, in line with strategic planning.

The fair value of the options is calculated at the grant date by a third party using the “Enhanced American Pricing Model.” Additional information is available in Note 7.4 to the consolidated financial statements. Re-pricing of any out-of-the-money options granted under the EEAP is prohibited.

Performance Share Units (PSU)

The other portion of the EEAP is allocated in the form of PSUs.

PSUs are subject to a cliff-vesting after three years and four months, depending on the relative TSR achievement. This external criterion is measured against a peer group of relevant companies and thus incentivizes the Management Board to outperform its peers. As of the grant in 2024/25, Sonovaʼs rTSR is measured against the SLI1 constituents at the time of grant. Clear rules apply in case of the exclusion of a peer company from the SLI index: In case a company in the comparator group is excluded from the SLI but still actively trading is retained in the comparator group and companies that undergo a merger during the performance period are fully delisted are treated as “inactive” (i.e. are removed from the comparator group). The SLI¹ was selected to compare Sonova´s performance to other Swiss listed companies with a comparable complexity and geographic footprint, providing a relevant and challenging benchmark for Sonovaʼs value creation. A performance period slightly shorter than the vesting period provides for sufficient time to measure the performance achievement and receive approval of the calculation prior to vesting.

As with the options, and to further foster long-term alignment with shareholder interests, PSU grants from February 2020 onwards are subject to a five-year restriction period from the grant date. During this period, even after the vesting date, PSUs and underlying shares cannot be sold, pledged, assigned, transferred or otherwise disposed of.

The fair value of the PSUs is calculated at the grant date by a third party by using the “Monte Carlo Pricing Model.” Additional information is available in Note 7.4 to the consolidated financial statements.

Summary of the EEAP instruments

Termination of employment under the EEAP

In the event of termination of employment, unvested awards (PSUs, options, and outstanding RSUs from previous programs) are forfeited. Any applicable restriction period for grants from 2020 onwards continues to apply, unless noted below. Vested options must be exercised within a period of three months (commencing with the expiry of the restriction period or, if the restriction period has already expired on the date of termination.

Disclosure of targets

Internal financial targets and individual objectives are generally considered sensitive information as they allow insight into our confidential strategic goals . However, to increase transparency of our reward plans without disclosing commercially sensitive information, we decided to provide an ex-post disclosure of the Group (financial and ESG) targets under the VCC as well as EEAP targets of the tranches vesting based on the reported performance year.

Sonova share ownership guidelines

To further align the interests of the Management Board with those of our shareholders, the Sonova share ownership guidelines require Management Board members to hold a minimum monetary value in shares equivalent to the following amounts:

• CEO: CHF 1,000,000
• Other members: CHF 200,000

They have three years and two months after receiving the first grant as a Management Board member to build up the shareholding, with a required progression of one year and two months for a 12.5% achievement, and two years and two months for a 25% achievement. Only shares in the form of fully vested shares and share purchases on the open market are counted. Compliance with the shareholding requirement is reviewed annually by the NCC with an effective date of March 31.

Benefits

As the Management Board is international in its nature, the members participate in the benefit plans available in the country of their employment contract. Benefits consist mainly of retirement, insurance, and healthcare plans that are designed to provide a reasonable level of protection for the employees and their dependents in respect to retirement income, healthcare provision, and coverage against the risk of disability or death.

Sonova maintains defined-contribution plans under the Swiss occupational pension regulations. Pension benefits are provided through the regular pension plan. Members of the Management Board who are under a Swiss employment contract are eligible for the same benefits as all other employees in Switzerland. Members of the Management Board who are under a foreign employment contract receive benefits in line with local current regulatory practice.

The compensation of members of the Management Board who are under Swiss employment is subject to mandatory employer social security contributions (AHV/ALV).

The benefits and company contributions covered by Sonova are disclosed in the compensation report in compliance with Sonovaʼs reporting obligations.

The CEO and selected members of the Management Board are entitled to a flat rate cash car allowance as well as an expense allowance in line with the expense regulations applicable to all members of management in Switzerland, which is approved by the Swiss tax authorities. In an international context, members may also be provided with benefits such as relocation, temporary housing, travel benefits, and tax advice, in line with policies and practices. These other benefits are included in the compensation table at their fair value.

Employment terms and conditions

As part of its commitment to good corporate governance, Sonova has a forfeiture provision in all employment agreements with the Management Board members. It provides for repayment of any compensation paid or granted prior to the AGMʼs approval if the proposed aggregate compensation of the members of the Management Board is not approved.

All members of the Management Board have permanent employment contracts with a notice period of a maximum of six months. The notice period for the CEO is 12 months. Sonova does not grant contractual severance payments to members of the Management Board, nor does Sonova make advance payments or grant loans to them. There are no change of control provisions other than those highlighted in the EEAP termination provisions. The employment contracts of the members of the Management Board may include non-competition arrangements of a duration of up to 12 months, without any compensation.

Claw-back

Claw-back and malus provisions apply to both the VCC and EEAP allowing the company to reduce (malus) or reclaim (clawback) any VCC or EEAP, in part or in full, in the event of an accounting/financial restatement due to non-compliance with financial reporting requirements under the Swiss laws at the time of disclosure, of fraud or violation of law. These provisions apply to all VCC payments and EEAP awards for a period of three years following the financial year related respectively to which the VCC payment or EEAP grants/vesting have been made.

We believe that the five-year restriction period under the EEAP represents an additional effective solution to mitigate any impact in the event of an accounting/financial restatement due to non-compliance with financial reporting requirements under the Swiss laws at the time of disclosure.