2. At a glance
Board of Directors compensation
Given the nature of their supervisory function, Board members receive fixed compensation in the form of a Board retainer in cash and restricted shares, and additional committee fees in cash. Retainers are generally settled once per year, with the exception of the Board Chair who receives the retainer in 12 monthly instalments.
Board members do not participate in employee benefit programs or receive fringe benefits. Members are reimbursed for business travel expenses related to Board duties.
Shares are restricted for a period of three years (all members).
Annual retainer | Cash (CHF) | Shares (CHF) | ||
Board chair | 430,000 | 370,000 | ||
Board member | 100,000 | 160,000 | ||
Additional fees | Chair (CHF) | Member (CHF) | ||
AC/NCC | 40,000 | 20,000 | ||
TIC | 25,000 | 10,000 |
AC = Audit Committee; NCC = Nomination and Compensation Committee; TIC = Technology and Innovation Committee.
The effective compensation paid between the 2024 AGM and the 2025 AGM remained within shareholder-approved limits. Looking ahead, expected compensation for the period from the 2025 AGM to the 2026 AGM will also stay within the approved amounts.
Total compensation | Approved | Effective | ||
in CHF 1,000 | ||||
2025 AGM–2026 AGM | 3,050 | 2,8091 | ||
2024 AGM–2025 AGM | 3,500 | 3,194 |
1This compensation period is not yet complete and the disclosed amount is estimated.
Group Executive compensation
Group Executivesʼ compensation consists of fixed and variable performance-based compensation and is set with reference to the following principles:
- Pay for performance
- Alignment with shareholder interests
- Market competitiveness
- Alignment with company values
Target compensation mix
The following charts illustrate the compensation mix at target for the CEO, Eric Bernard, and the active Group Executives in the 2025/26 financial year. Employee benefits are excluded.
Key compensation outcomes
The VCC (STI) payout for the 2025/26 financial year amounts to 109.4% of target for the CEO and 85.86% of target for the other Group Executives (on average). One Group Executive who joined the company at the end of 2025 was paid their VCC at target on a pro-rata basis given their short tenure.
The EEAP (LTI) vesting level amounts to:
- 100% for the options awarded in 2025, 100% for the options awarded in 2024, 100% for the options awarded in 2023 and 96.5% for the options awarded in 2022
- 0% for the PSUs awarded in 2023
Total compensation | Approved | Effective | ||
in CHF 1,000 | ||||
2025/26 financial year | 16,800 | 8,500 | ||
2024/25 financial year | 16,500 | 12,300 |
The CEO and the other Group Executives 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 and the Group Executives is governed by the Articles of Association.
- The prospective maximum aggregate amounts of compensation for the Board and the Group Executives are subject to binding shareholder votes at the AGM. The Compensation Report is subject to an advisory vote at the AGM.