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:

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:

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 Switzerland

Board 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 Switzerland

Group 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%)

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