Compensation Report
5. Additional information on compensation, guarantees, loans, and credits for the 2024 business year
5.1 Compensation paid to the Board of Directors in the 2024 business year
In 2024, the members of the Board of Directors received a total compensation of CHF 1.4 million (previous year: CHF 1.4 million) in the form of fixed compensation of CHF 0.8 million (previous year: CHF 0.8 million), share-based compensation of CHF 0.6 million (previous year: CHF 0.6 million), and national insurance contributions of CHF 0.1 million (previous year: CHF 0.1 million).
The compensation of the Board of Directors remained unchanged in the reporting year compared to the previous year.
In 2024, the total compensation paid to the Board of Directors was 0.1% lower than during the previous year as a result of the following factors:
- Minimal changes in social security contributions and minimal changes in share compensation of the Board of Directors.
Compensation for the members of the Board of Directors
PwC Schweiz PwC Switzerland Units 2024 | Units 2023 | CHF1 2024 | CHF1 2023 | |
Dr Hans-Peter Zehnder Chairman of the Board of Directors | ||||
Fixed cash compensation for Board activity | 210,000 | 210,000 | ||
Expense allowance | 12,000 | 12,000 | ||
Allocated shares for Board activity2 | 4,526 | 4,033 | 214,978 | 215,149 |
Employer national insurance contributions | 27,552 | 27,398 | ||
Other payments | 13,848 | 14,279 | ||
Total compensation | 478,379 | 478,826 |
Units 2024 | Units 2023 | CHF1 2024 | CHF1 2023 | |
Jörg Walther Vice Chairman of the Board of Directors and Chairman of the Audit Committee | ||||
Fixed cash compensation for Board activity | 90,000 | 90,000 | ||
Fixed cash compensation for Audit Committee activity | 50,000 | 50,000 | ||
Expense allowance | 6,000 | 6,000 | ||
Allocated shares for Board activity2 | 1,940 | 1,728 | 92,119 | 92,194 |
Employer national insurance contributions | 16,959 | 17,172 | ||
Total compensation | 255,077 | 255,366 |
Units 2024 | Units 2023 | CHF1 2024 | CHF1 2023 | |
Dr Urs Buchmann Member of the Board of Directors and member of the Audit Committee | ||||
Fixed cash compensation for Board activity | 50,000 | 50,000 | ||
Fixed cash compensation for Audit Committee activity | 25,000 | 25,000 | ||
Allocated shares for Board activity2 | 1,078 | 960 | 51,177 | 51,219 |
Employer national insurance contributions | 5,511 | 5,490 | ||
Total compensation | 131,688 | 131,709 |
Units 2024 | Units 2023 | CHF1 2024 | CHF1 2023 | |
Riet Cadonau Member of the Board of Directors and Chairman of the Nomination and Compensation Committee | ||||
Fixed cash compensation for Board activity | 50,000 | 50,000 | ||
Fixed cash compensation for Nomination and Compensation Committee activity | 50,000 | 50,000 | ||
Expense allowance | 2,000 | 2,000 | ||
Allocated shares for Board activity2 | 1,078 | 960 | 51,177 | 51,219 |
Employer national insurance contributions | 10,886 | 10,849 | ||
Total compensation | 164,063 | 164,068 |
Units 2024 | Units 2023 | CHF1 2024 | CHF1 2023 | |
Sandra Emme Member of the Board of Directors and member of the Nomination and Compensation Committee | ||||
Fixed cash compensation for Board activity | 50,000 | 50,000 | ||
Fixed cash compensation for Nomination and Compensation Committee activity | 25,000 | 25,000 | ||
Expense allowance | 2,000 | 2,000 | ||
Allocated shares for Board activity2 | 1,078 | 960 | 51,177 | 51,219 |
Employer national insurance contributions | 9,414 | 9,136 | ||
Total compensation | 137,591 | 137,355 |
Units 2024 | Units 2023 | CHF1 2024 | CHF1 2023 | |
Milva Inderbitzin-Zehnder Member of the Board of Directors and member of the Nomination and Compensation Committee | ||||
Fixed cash compensation for Board activity | 50,000 | 50,000 | ||
Fixed cash compensation for Nomination and Compensation Committee activity | 25,000 | 25,000 | ||
Expense allowance | 2,000 | 2,000 | ||
Allocated shares for Board activity2 | 1,078 | 960 | 51,177 | 51,219 |
Employer national insurance contributions | 9,414 | 9,377 | ||
Total compensation | 137,591 | 137,596 |
Units 2024 | Units 2023 | CHF1 2024 | CHF1 2023 | |
Ivo Wechsler Member of the Board of Directors and member of the Audit Committee | ||||
Fixed cash compensation for Board activity | 50,000 | 50,000 | ||
Fixed cash compensation for Audit Committee activity | 25,000 | 25,000 | ||
Expense allowance | 2,000 | 2,000 | ||
Allocated shares for Board activity2 | 1,078 | 960 | 51,177 | 51,219 |
Employer national insurance contributions | 9,414 | 9,377 | ||
Total compensation | 137,591 | 137,596 |
Units 2024 | Units 2023 | CHF1 2024 | CHF1 2023 | |
Total compensation paid to the members of the Board of Directors in the year of review | ||||
Fixed cash compensation for Board activity | 550,000 | 550,000 | ||
Fixed cash compensation for Nomination and Compensation Committee activity | 100,000 | 100,000 | ||
Fixed cash compensation for Audit Committee activity | 100,000 | 100,000 | ||
Expense allowance | 26,000 | 26,000 | ||
Allocated shares for Board activity2 | 11,853 | 10,561 | 562,982 | 563,438 |
Employer national insurance contributions | 89,151 | 88,799 | ||
Other payments | 13,848 | 14,279 | ||
Total compensation | 1,441,981 | 1,442,516 |
1These are gross amounts including national insurance contributions of the members of the Board of Directors.
2The shares are disclosed at the closing share price on the respective grant dates.
The 2024 Annual General Meeting approved a maximum budget of CHF 1.7 million for the Board of Directors for the period of office from the 2024 Annual General Meeting to the 2025 Annual General Meeting. The compensation effectively paid during the period under consideration in this Compensation Report (1 January to 31 December 2024) is within this budget approved by the shareholders. The final reporting for the entire period from the 2024 Annual General Meeting to the 2025 Annual General Meeting is included in the 2025 Compensation Report.
At the Annual General Meeting of 23 March 2023, the shareholders approved a maximum total compensation of CHF 1.7 million for the Board of Directors during the period of office from the 2023 Annual General Meeting to the 2024 Annual General Meeting. The compensation effectively paid to the members of the Board of Directors over this period was CHF 1.4 million and therefore within this approved budget.
5.2 Compensation of the Group Executive Committee in the 2024 business year
For 2024, the members of the Group Executive Committee received a total compensation of CHF 4.0 million (previous year: CHF 3.9 million) in the form of fixed compensation of CHF 1.8 million (previous year: CHF 2.0 million), variable compensation of CHF 1.3 million (previous year: CHF 0.8 million), other benefits and the value of the discount on the shares of CHF 0.3 million (previous year: CHF 0.6 million), and employer social security and pension fund contributions of CHF 0.6 million (previous year: CHF 0.6 million).
The compensation of the Group Executive Committee increased slightly in the reporting year compared to the previous year.
In 2024, the total compensation of the Group Executive Committee increased by 3.5% compared to the previous year as a result of the following factor:
- Higher variable compensation due to an STI payout for the 2024 financial year compared to zero STI payout in the previous year.
The fixed compensation of the Group Executive Committee decreased by 8.0% compared to the previous year due to the membership change in the Group Executive Committee.
In 2024, Zehnder Group achieved an adjusted Group net profit before one-off effects and impairments of EUR 35.3 million. With this adjusted result the threshold for an STI payout was reached and led to a variable cash compensation (STI) of 1.7% of the adjusted Group net profit for the members of the Group Executive Committee in 2024 (previous year: 0.0%)
The long-term incentive (LTI) decreased by 5.2% compared to the previous year, reflecting the change of members in the Group Executive Committee.
The variable compensation for the CEO amounted to 90.5% of the annual base salary and 72.3% on average for the other Group Executive Committee members.
The PSU allocations made in 2022 as part of the LTI plan (LTI 2022-2024) can be transferred during the first quarter of 2025. Of the performance conditions, 50% is based on the relative Total Shareholder Return (rTSR) and the other 50% is based on the increase in Earnings Per Share (EPS growth). For the payout of the two performance conditions, rTSR is achieved at a final average percentile ranking of 44.0% which leads to a performance of 88.0% and for EPS growth the threshold for a vesting is not achieved and leads to a performance of 0.0%, corresponding to a combined performance factor of 44.0%. Accordingly, 2,916 PSUs were converted into 2,916 Zehnder shares.
The highest compensation for a member of the Group Executive Committee was paid to the CEO, Matthias Huenerwadel, in the reporting year – as in the previous year.
The 2024 Annual General Meeting authorised a maximum budget for the compensation of the Group Executive Committee of CHF 6.65 million for 2024. The total compensation amount of CHF 4.0 million paid to the Group Executive Committee for the 2024 fiscal year as disclosed in the following table is below this upper limit.
Compensation for the members of the Group Executive Committee
PwC Schweiz PwC Switzerland Units 2024 | Units 2023 | CHF1 2024 | CHF1 2023 | |
Highest-paid member of the Group Executive Committee: Matthias Huenerwadel | ||||
Fixed cash compensation | 540,600 | 538,450 | ||
Variable cash compensation (STI) | 218,852 | - | ||
Long-term variable compensation (LTI) | 5,432 | 4,965 | 270,300 | 270,300 |
Expense allowance | 24,000 | 24,000 | ||
Employer social security and pension contributions | 184,613 | 164,479 | ||
Shares acquired2 | 4,630 | 4,153 | 71,811 | 75,377 |
Other payments3 | 31,288 | 103,713 | ||
Total compensation | 1,341,464 | 1,176,319 |
Units 2024 | Units 2023 | CHF1 2024 | CHF1 2023 | |
Total compensation paid to the Group Executive Committee including Matthias Huenerwadel | ||||
Fixed cash compensation | 1,704,943 | 1,861,370 | ||
Variable cash compensation (STI) | 614,468 | - | ||
Long-term variable compensation (LTI) | 14,716 | 14,186 | 732,225 | 772,225 |
Expense allowance | 96,000 | 96,000 | ||
Employer social security and pension contributions | 579,240 | 593,597 | ||
Shares acquired2 | 13,553 | 13,753 | 210,207 | 249,617 |
Other payments3 | 101,400 | 327,693 | ||
Total compensation | 4,038,484 | 3,900,502 |
1These are gross amounts including employee national insurance contributions.
2The members of the Group Executive Committee are eligible to purchase shares under the Zehnder Group Management Share Plan. The value disclosed includes the value of the discount on the shares purchased, based on the closing share price at the grant dates, 9 January 2023 and 8 January 2024, less the purchase price. This value is included in the amount approved by the Annual General Meeting.
3Includes the value of benefits such as a car allowance, child allowance, employer contributions to accident and daily sickness benefits insurance, and a discount in the staff restaurant.
5.3 Guarantees, loans, credits, etc.
No Zehnder Group company has provided any guarantees, waivers of claims outstanding, credits, or loans to present or former members of the Board of Directors, to present or former members of the Group Executive Committee, or to persons closely associated with these individuals. No loans to current or former members of the Board of Directors or Group Executive Committee or related parties existed at the end of the reporting year.
5.4 Compensation to former members of the Board of Directors and of the Group Executive Committee, and to persons closely associated with them, in the 2024 business year
No compensation was paid to former members of the Board of Directors in the reporting year.
Group Executive Committee member Cyril Peysson stepped down from his duties as Chief Commercial Officer EMEA on 31 December 2023. During the reporting year he received the contractually agreed compensation during his notice period (until 30 November 2024) of CHF 640,600 as well as a non-competition payment of CHF 28,700 during the month of December 2024. His non-competition obligation will continue until November 2025 and the related compensation will be disclosed in the 2025 Compensation Report.
No compensation was paid to people closely associated with members of the Board of Directors or the Group Executive Committee.
5.5 Shareholdings in the company
As at the balance sheet date, the members of the Board of Directors owned the following shares:
PwC Schweiz PwC SwitzerlandBoard of Directors | Registered shares A 2024 | Share of voting rights1 2024 | Registered shares A 2023 | Share of voting rights1 2023 |
Dr Hans-Peter Zehnder2 | 228,781 | 1.2% | 224,665 | 1.1% |
Jörg Walther | 14,516 | 0.1% | 12,752 | 0.1% |
Dr. Urs Buchmann | 23,055 | 0.1% | 22,075 | 0.1% |
Riet Cadonau | 14,021 | 0.1% | 13,041 | 0.1% |
Sandra Emme | 1,880 | - | 900 | - |
Milva Inderbitzin-Zehnder3 | 10,317 | 0.1% | 9,337 | - |
Ivo Wechsler | 5,458 | - | 4,478 | - |
1Share of total votes in % (only if ≥ 0.1%)
2Excluding Graneco AG, in which Dr Hans-Peter Zehnder holds a 57.9% stake.
3Excluding Graneco AG, in which Milva Inderbitzin-Zehnder indirectly holds 0.5%.
As at the balance sheet date, the members of the Group Executive Committee owned the following shares:
PwC Schweiz PwC SwitzerlandGroup Executive Committee | Registered shares A 2024 | Share of voting rights1 2024 | Registered shares A 2023 | Share of voting rights1 2023 |
Matthias Huenerwadel | 48,504 | 0.3% | 40,457 | 0.2% |
René Grieder | 39,923 | 0.2% | 34,797 | 0.2% |
Johannes Bollmann | 10,782 | 0.1% | 8,576 | - |
Jörg Metzger | 9,041 | - | 5,280 | - |
Cyril Peysson (former GEC member) | - | - | 52,802 | 0.3% |
Dorien Terpstra | 2,756 | - | - | - |
1Share of total votes in % (only if ≥ 0.1%)