5.1Board of Directors compensation framework
Compensation structure
Sonova aims to attract and retain Board members who are highly experienced and who are motivated to contribute their specific business expertise in performing a critical strategic oversight role.
Alignment with shareholders through equity: In line with best practice, a significant portion of Board compensation consists of restricted shares. Board members receive no variable or performance-based compensation and are not eligible for the occupational pension plan.
The compensation structure consists of: a fixed cash retainer, restricted shares with a restriction period of three years, and committee fees in cash (where applicable).
Compensation structure 2025 AGM to 2026 AGM
Annual fees in cash in CHF | Chair1 | Board members excl. Chair | ||
Cash retainer | 430,000 | 100,000 | ||
AC/NCC Chair | n.a. | 40,000 | ||
AC/NCC member | n.a. | 20,000 | ||
TIC Chair | n.a. | 25,000 | ||
TIC member | n.a. | 10,000 |
1Including attendance as guest in the AC, NCC, and TIC
AC = Audit Committee; NCC = Nomination and Compensation Committee; TIC = Technology and Innovation Committee.
Restricted shares in CHF | Chair | Board members excl. Chair | ||
Market value at grant | 370,000 | 160,000 |
The annual fees in cash are paid shortly after the end of the respective term of office, with the exception of the Board Chair who receives the retainer in 12 monthly instalments. The restricted shares are granted in February following the start of the term of office. The compensation of Board members is subject to mandatory employer social security contributions (AHV/ALV). The contributions paid by the company are disclosed in the Compensation Report in compliance with Sonovaʼs reporting obligations.
Sonova does not grant contractual severance payments to Board members, nor does Sonova make advance payments or grant loans to them.
Sonova Share Ownership Guidelines
To further align Board and shareholder interests, our share ownership guidelines require Board members to hold a fixed monetary value in Sonova shares.
Board members must maintain a shareholding with a minimum value of CHF 200,000. They have two months from their first grant of restricted shares to reach 80% of this requirement, and one year and two months to achieve the full amount. Board members can meet this requirement through restricted shares awarded as compensation and, if applicable, purchases on the open market. The NCC reviews compliance annually as of 31 March.