Board of Directors (BoD)
To ensure independence, the Members of the Board of Directors receive a fixed fee partially in cash and partially in Restricted Share Units (RSUs). Committee fees are provided in cash. RSUs are subject to a three-year vesting period.
in CHF |
|
Cash |
|
RSUs |
|---|---|---|---|---|
Fixed fee |
|
|
|
|
Chairman |
|
400,000 |
|
400,000 |
Vice chair |
|
122,500 |
|
122,500 |
Member |
|
100,000 |
|
100,000 |
|
|
|
|
|
Committee fees |
|
|
|
|
Chair Audit & Risk committee |
|
40,000 |
|
n.a. |
Chair other committees |
|
30,000 |
|
n.a. |
Member Audit & Risk committee |
|
25,000 |
|
n.a. |
Member other committees |
|
20,000 |
|
n.a. |
There is no minimum shareholding requirement for Members of the Board of Directors.
The below table concerns the actual (2024) and allocated (2025) remuneration provided for the period 8 May 2024 until the Annual General meeting on 6 May 2025, compared to the total maximum remuneration as approved by the General Meetings on 7 May 2024.
Total compensation |
|
Approved |
|
Actual/Allocated |
||||
|---|---|---|---|---|---|---|---|---|
AGM 2024 (8 May) until AGM 2025 (6 May) |
|
3,756,621 |
|
3,397,866 |
||||
|
||||||||
The total compensation excluding social security contributions remains within the approved amount. As of 31 December 2024, the Members of the Board of Directors held 16,078,913 shares and 30,755 RSUs.
Executive Committee (ExCo) and Governance
We want to attract and retain qualified leaders who can shape our future, rewarding progress in innovation and growth. We focus on long-term stakeholder value, aim to be competitive, and strive to align rewards with our strategy and sustainability ambitions. The below table provides an overview of target Total Direct Compensation (including Base Salary, the Short-Term and the Long-Term Incentives). Any share units granted are subject to a three-year vesting period.
Position |
|
Target STI |
|
Target LTI |
|---|---|---|---|---|
CEO |
|
100% |
|
200% |
Other ExCo Members |
|
85% or 100% |
|
120% or 100% |
The minimum shareholding obligation is 300% (of annual Base Salary) for the CEO and 100% for other ExCo Members, to be accrued in a five-year period.
The total compensation excluding social security contributions awarded to the Members of the Executive Committee during 2024 remained within the maximum amount of total compensation for the same period as approved by the General Meeting on 29 June 2023 (see below table).
Total compensation |
|
Approved |
|
Provided |
||||
|---|---|---|---|---|---|---|---|---|
18 April 2023 until AGM 7 May 2024 |
|
39,794 |
|
35,323 |
||||
|
||||||||
On 31 December 2024, the CEO held 86,933 shares. The other Members of the Executive Committee in total held 97,056 shares.
- Remuneration decisions are governed by the Swiss Code of Obligations and the Company’s Articles of Association.
- The prospective maximum remuneration for the Board of Directors and the Executive Committee is subject to a binding vote at the General Meeting.
- The General Meeting casts a non-binding vote on the Compensation Report.