Executive Board Compensation

The following section outlines the compensation framework employed in 2019 when SoftwareONE was a privately held company for ten out of 12 months. The compensation framework applied in 2019 reflects SoftwareONE’s transition from a privately held company to a public company. In 2020, SoftwareONE’s compensation framework will have been amended after extensive review by the NCC and its external advisors. Please refer to the Outlook 2020 section for further information on the newly employed compensation framework for 2020.

Elements of compensation

In 2019, compensation for members of the EB consisted of fixed and variable compensation elements. The fixed compensation comprised a base salary payable in cash and additional compensation elements (eg car allowances). The variable compensation in 2019 consisted of a short-term compensation element paid in the form of a quarterly and an annual bonus whereby these elements were subject to both company and individual performance.

All EB members’ total target compensation was split into approximately 60% fixed compensation and 40% variable compensation. Of the 40% target variable compensation, the CEO’s portion consisted of 27% quarterly bonus and 13% annual bonus. For other EB members excluding the CEO, this ranged between 20% and 24% for the quarterly bonus and between 14% and 20% for the annual bonus.

Base salary

The base salary for members of the EB was paid in cash on a monthly basis. The base salary amount was defined based on market practice, responsibility, experience and achievements of each member.

Additional compensation elements

EB members were entitled to certain benefits and allowance packages consisting of car and mobile phone allowances as well as pension or equivalent contributions. These allowances were paid together with the EB members’ salary.

Moreover, these allowances are in line with company policy in the local jurisdiction. EB members and the company pay statutory contributions in line with the respectively applicable legal requirements.

Short-term compensation

The short-term incentive compensation elements of EB compensation rewarded overall company performance and the EB members’ individual performance in line with the compensation principle of pay-for-performance. The payout in cash of the short-term compensation was subject to the achievement of financial performance metrics and personal goals which were defined by the BoD at the beginning of each performance period and were the same for all EB members.

The annual bonus was determined based on the achievement of three performance metrics and consisted of two financial metrics and one non-financial metric:

• Management EBITDA (50%)⁽¹⁾
• Synergies (25%)
• Personal goals (25%)

1) Management EBITDA is defined as “EBITDA adjusted”, adding back operational lease expense, excluding IAS 19 and elimination of non-period and other minor impacts

Management EBITDA was measured based on the achievement of the pre-defined budget. This financial metric was weighted at 50% of the overall annual bonus, meaning that if the management EBITDA target was met, then 50% of the annual bonus would be paid out. For the synergies metric, the cost-saving achievement for the year was measured and was either considered to have been met at 100% or considered not to have been achieved, at 0%.

For personal goals the achievement of individually set goals for the performance period were measured, whereby these were considered to either have been met at 100% or not, at 0%, similar to the performance assessment of the synergies metric.

The quarterly bonus – which is to be discontinued as a compensation element and integrated into the annual bonus in 2020 (please refer to the Outlook 2020 section for further information) – was determined based on the performance measure of management EBITDA performance metric contingent on budget achievement, whereby payout was either to be determined at 0%, 50% or 100%.

Management Equity Plan (MEP)

On 1 July 2017, an equity participation arrangement was established between the company’s major shareholders and selected members of the company’s senior management, including all of the members of the EB (MEP Participants).

The MEP was established with a view to incentivize the MEP Participants’ performance and to increase their efforts on behalf of and in the best interest of the group as well as to align the MEP Participants' interests with the goals of the company and its major shareholders. This was achieved by offering the MEP Participants the opportunity to participate in the event of a successful completion of certain liquidity events, including an IPO.

Under the MEP, MEP Participants were granted a special one-time consideration subject to the occurrence of a liquidity event and depending on the proceeds or equity valuation of the company reached in such a liquidity event. The MEP was funded entirely by the major shareholders of the company (founders, estate of Patrick Winter, Raiffeisen Group at the time through “PERUNI” Holding GmbH (meanwhile merged into Raiffeisen Informatik GmbH & CO KG) and KKR through Westminster Bidco S.àr.l) and as a consequence, there has been no cash outflow for SoftwareONE. The IPO, which occurred in October 2019, served as such a liquidity event.

In 2019 prior to the IPO, additional lock up and service conditions were introduced. Specifically, these were staggered restriction periods with a term of three years and early leaver conditions designed to enhance retention of the management team and ensure stability and success of the business beyond the liquidity event.

Upon the IPO, 33% of the MEP was paid in cash to MEP Participants and 67% of the MEP was awarded in shares. Certain of the shares awarded to members of the EB and to certain other members of the company’s senior management team (MEP restricted shares) are subject to staggered restriction periods with a term of three years and subject to early leaver conditions.

The table outlining the share ownership of the EB members on 31 December 2019 encompasses the equity issued under the MEP, whereby no further grant was or will be made under the MEP following the IPO of SoftwareONE.

The total of the MEP awarded to the EB members was CHF 46,951,309, whereby the recipient of the highest amount of the MEP (CHF 13,637,152) was Alex Alexandrov, COO. Together with his fixed and variable compensation, Alex Alexandrov was the overall highest paid EB member in 2019, with a total compensation of CHF 14,404,343.

Please relate to Note 26 "Employee Share Plan and share-based payment" in the Annual Report for further information pertaining to the MEP.

Compensation awarded to the Executive Board in 2019

The following table outlines the compensation awarded to the CEO as the highest paid member of the EB (subject to MEP grants) and to the other EB members from 1 January to 31 December 2019, including the period when SoftwareONE was a privately held company. The table does not include the above-mentioned MEP grants as they were fully funded by the major shareholders.

Outcome of the 2019 short-term compensation

The short-term compensation target amount was expressed in absolute CHF amounts. The CEO’s target short-term compensation value was SGD 231,000 (CHF 166,221 at the average exchange rate of 2019) for the annual bonus and SGD 460,000 (CHF 331,002 at the average exchange rate of 2019) for the quarterly bonus (aggregate). For other EB members excluding the CEO the annual bonus varied between CHF 120,000 and CHF 180,000 and between CHF 180,000 and CHF 200,000 for the quarterly bonus (aggregate). The payout was determined based on whether the goals initially set had been achieved and in the case of financial performance metrics, was measured against the consolidated group booking entries.

For the 2019 annual bonus, performance achievement of the management EBITDA budgeted, synergies metric and personal goals were met at 100% by all EB members (including the CEO) even throughout SoftwareONE’s transition to a public company.

Furthermore, the quarterly bonus targets in 2019 were met for Q1 and Q3 at 100%. Q2 targets were partially met and assessed at 50%. The Q4 performance achievement was below target with overall performance evaluated at 0%.

Share ownership

The table below shows the shareholdings of the EB as at 31 December 2019.

Further compensation information

Employment agreements

All members of the EB have employment agreements with a six-month notice period, which are governed by the applicable law. They are not entitled to severance payments.

Their employment agreements also prohibit the EB members from competing against SoftwareONE for a period of up to 12 months after termination of the employment agreement. For the specified non-compete period, SoftwareONE agrees to pay or cause the payment of a compensation to the EB member for his compliance with this non-compete undertaking in an amount equal to 80% of the last base salary of the member (excluding any ancillary benefits and subject to deduction of any social security and further deductions). This is payable in monthly instalments in arrears, until and for as long as the EB member complies with such non-compete undertaking. SoftwareONE may however, at any time until two months prior to the last day of employment waive compliance with the non-compete undertaking whereupon such payments will no longer be due.

Payments to current or former members of the Executive Board

In relation to 2019 no payments other than those set out in the compensation table for EB members were made to current or former EB members or “closely related persons”.

Loans to members of the Executive Board

Art. 23 of SoftwareONE’s Articles of Incorporation allow for loans and credits of up to CHF 1,000,000 at market-based conditions to be granted to EB members. In 2019 no loans or credits were made to EB members.