1. Compensation at a glance
1.1 Overview of current compensation architecture for Board of Directors
The members of the Board of Directors receive fixed compensation only, consisting of a fixed annual retainer in form of cash and shares, fixed cash compensation for their membership of committees of the Board of Directors, and an expense allowance. The shares are subject to a three-year blocking period. To safeguard the independence of the Board of Directors in its supervisory role, the compensation architecture does not include any performance-based components.
The compensation architecture and level for the Board of Directors from AGM to AGM:
In CHF (gross) | Chairman of the Board of Directors | Vice Chairman of the Board of Directors | Member of the Board of Directors |
Fixed retainer: 50% cash - 50% shares | 420,000 | 180,000 | 100,000 |
Expense allowance | 12,000 | 6,000 | 2,000 |
In CHF (gross) | Committee chair | Committee member | |
Audit Committee | 50,000 | 25,000 | |
Nomination and Compensation Committee | 50,000 | 25,000 | |
The 2024 Annual General Meeting approved a maximum budget of CHF 1.7 million for the Board of Directors for the term of office from the 2024 Annual General Meeting to the 2025 Annual General Meeting. The compensation awarded to the members of the Board of Directors over this period was CHF 1.4 million and therefore within the approved budget.
Compensation for the Board of Directors from 2024 AGM - 2025 AGM:
in million CHF
1.2 Overview of current compensation architecture for Group Executive Committee (GEC)
The compensation architecture of the Group Executive Committee (GEC) comprises fixed and variable compensation elements for the fiscal year:
Element | Purpose | Vehicle | Period |
Annual Base Salary (ABS) | Attract and retain | Cash | Weekly or monthly |
Short-term incentive (STI) | Pay for performance | Performance-based incentive paid in cash | 1-year plan |
Long-term incentive (LTI) | Reward long-term, sustainable performance; align with shareholders’ interests; retain | Annual grant of performance-based share units (PSUs) with 3-year vesting period subject to performance conditions | 3-year plan |
Zehnder Group Management Share Plan (ZGMSP) | Promote shareholder ownership; retain | Discounted registered shares A | Annually |
Benefits | Protect against risks, attract, and retain | Retirement plan, insurances, perquisites | Monthly |
The 2025 Annual General Meeting approved a maximum compensation budget of CHF 6.65 million for the GEC for the 2025 fiscal year. The total compensation of CHF 5.1 million was awarded to the GEC for the fiscal year 2025 and therefore within the approved budget.
Compensation of the Group Executive Committee 2025:
in million CHF
