Integrated Annual Report 2025

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Compensation at a glance

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.

Applicable fee structure for BoD on an annual basis

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 (2025) and allocated (2026) remuneration provided for the period May 7, 2025 until the Annual General meeting on May 7, 2026, compared to the total maximum remuneration as approved by the General Meetings on May 6, 2025.

Approved and Actual/Allocated compensation of the BoD

Total compensation
(In € considering the 2025 Average Fx rate)*

 

Approved

 

Actual/Allocated

AGM 2025 until AGM 2026

 

3,773,258

 

3,594,456

*

Fees are determined and paid in CHF; reporting herein is based on €. During the year, payments are converted to €. The average Fx rate is €1 = CHF0.93693.

The total compensation excluding social security contributions remains within the approved amount. As of December 31, 2025, the Members of the Board of Directors held 16,078,913 shares and 46,871 RSUs.

Executive Committee (ExCo)

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 Long-Term Incentives). Any share units granted are subject to a three-year vesting period.

Total Target Direct Compensation of the ExCo

Position
(in % of Annual Base Salary)

 

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 2025 remained within the maximum amount of total compensation for the same period as approved by the General Meeting on May 7, 2024 (see below table).

Approved and Actual compensation of the ExCo in 2025

Total compensation
(In € thousand, considering the 2025 Average Fx rate)*

 

Approved

 

Actual

Total Compensation

 

41,309

 

22,667

*

Compensation is determined in CHF; reporting herein is based on €. During the year, payments are converted to €. The average Fx rate is €1 = CHF0.93693.

On December 31, 2025, the CEO held 90,854 shares. The other Members of the Executive Committee in total held 94,388 shares.

Governance

  • 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.

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