Board of Directors Compensation
Elements of compensation
In accordance with best market practice standards and Art. 18 of SoftwareONE’s Articles of Incorporation, the compensation of the BoD’s members consists of fixed compensation only.
The fixed compensation awarded to members of the BoD comprises compensation for BoD membership and additional compensation awarded for duties pursued in BoD committees as Chairpersons or members. The BoD Chairperson, however, receives an annual base fee for his BoD membership, and does not receive any additional compensation for other roles and responsibilities assumed in BoD committees.
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Annual base fee for BoD membership for non-executive Directors |
Annual committee fees |
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Audit Committee |
Nomination and Compensation Committee |
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Chairperson |
Member |
Chairperson |
Member |
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Chairperson |
CHF 400,000 |
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Not entitled |
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Vice-Chairperson |
CHF 120,000 |
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CHF 20,000 |
CHF 40,000 |
CHF 20,000 |
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Lead Independent Director |
CHF 150,000 |
CHF 40,000 |
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Ordinary member |
CHF 120,000 |
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In line with best market practice standards the members of the BoD’s do not receive lump-sum expenses but will be reimbursed for expenses at cost. There are no pension contribution payments made to any member of the BoD.
Compensation awarded to the Board of Directors in 2019
The following table outlines the compensation awarded and fully paid in cash to members of the BoD for their period of service starting from the IPO on 25 October 2019 to 31 December 2019.
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Members of the BoD |
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Fixed compensation |
Social security contributions (2) |
Total fees |
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Daniel von Stockar |
Chairman of the BoD Member of the NCC (1) |
CHF 74,521 |
CHF 4,727 |
CHF 79,248 |
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Beat Curti |
Vice-Chairman of the BoD Member of the Audit Committee |
CHF 26,082 |
CHF 1,452 |
CHF 27,534 |
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Peter Kurer |
Lead Independent Director of the BoD Member of the NCC |
CHF 31,671 |
CHF 1,764 |
CHF 33,435 |
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José Alberto Duarte |
Member of the BoD Member of the Audit Committee |
CHF 26,082 |
CHF 1,774 |
CHF 27,856 |
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Andreas Fleischmann |
Member of the BoD |
CHF 22,356 |
CHF 1,547 |
CHF 23,903 |
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René Gilli |
Member of the BoD |
CHF 22,356 |
CHF 1,522 |
CHF 23,878 |
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Johannes Huth |
Member of the BoD Member of the NCC |
CHF 26,082 |
CHF 1,774 |
CHF 27,856 |
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Timo Ihamuotila |
Member of the BoD Chairman of the Audit Committee |
CHF 29,808 |
CHF 2,001 |
CHF 31,809 |
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Marina Nielsen |
Member of the BoD |
CHF 22,356 |
CHF 1,764 |
CHF 24,120 |
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Marie-Pierre Rogers |
Member of the BoD Chairwoman of the NCC |
CHF 29,808 |
CHF 2,001 |
CHF 31,809 |
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Jean-Pierre Saad |
Member of the BoD Member of the Audit Committee |
CHF 26,082 |
CHF 1,774 |
CHF 27,856 |
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Total in CHF |
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CHF 337,204 |
CHF 22,100 |
CHF 359,304 |
1) Includes compensation for Chairman of the BoD only. No additional fees paid for the role as member of the NCC
2) Employer-paid social security contributions
Share ownership
The table below shows the shareholdings of the BoD as at 31 December 2019.
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Members of the BoD |
Number of directly held shares (1) |
Number of indirectly held blocked shares |
Total shareholdings |
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Vested shares |
Blocked shares (2) |
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Daniel von Stockar |
– |
17,489,874 |
– |
17,489,874 |
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Beat Curti |
– |
– |
19,031,853 (3) |
19,031,853 |
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Peter Kurer |
– |
279,630 |
– |
279,630 |
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José Alberto Duarte |
– |
– |
– |
– |
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Andreas Fleischmann (4) |
– |
– |
– |
– |
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René Gilli |
– |
12,445,068 |
– |
12,445,068 |
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Johannes Huth (5) |
– |
– |
– |
– |
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Timo Ihamuotila |
– |
10,000 |
– |
10,000 |
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Marina Nielsen (6) |
– |
12,445,068 |
– |
12,445,068 |
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Marie-Pierre Rogers |
15,000 |
– |
– |
15,000 |
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Jean-Pierre Saad (5) |
– |
– |
– |
– |
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Total |
15,000 |
42,669,640 |
19,031,853 |
61,716,493 |
1) Ordinary registered shares of SoftwareONE
2) Subject to a restriction period of 12 months
3) Blocked shares held indirectly through partnership interests in B. Curti Holding AG, which holds ordinary registered shares of SoftwareONE subject to staggered restriction periods for a term of 12 months and end on October 25, 2020
4) Representative of the share ownership in SoftwareONE of Raiffeisen Informatik GmbH & CO KG, Vienna, Austria, which is the direct shareholder of the shares indirectly and beneficially owned by RAIFFEISEN- HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung, Vienna, Austria and Raiffeisen Bank International AG, Vienna, Austria
5) Representatives of the share ownership in SoftwareONE of Westminster Bidco S.à r.l., Luxembourg, the Grand Duchy of Luxembourg, which is the direct shareholder of the shares indirectly and beneficially owned by funds advised by KKR, with its principal executive offices in New York, USA
6) Also represents further heirs (children) of Patrick Winter