Outlook 2020

Board of Directors compensation

Following the IPO on 25 October 2019, the BoD’s compensation framework will be adapted to align it with SoftwareONE's new position as a public company headquartered in Switzerland.

From the IPO on 25 October 2019 to the AGM of 14 May 2020, the BoD fees are fully paid in cash. Effective as from the 2020 AGM, the BoD’s fees will be amended in terms of structure, whereby the compensation will be paid out 60% in cash and 40% in SoftwareONE shares. The shares awarded as part of the members of the BoD’s total compensation will be blocked for a period of three years.

Executive Board compensation

Peer group

Information on external peer company compensation is an important reference point for consideration in order to assess the market competitiveness of the compensation awarded to EB members. In this regard, the NCC adopted a comprehensive approach to the peer group construction. This led to the compilation of two complementary peer groups: the Swiss Market Index Mid (SMIM) and a peer group of selected European high-tech companies. The blend of the peer companies selected provides a good balance between the industries and geographies from which SoftwareONE's key talents are sourced.

SoftwareONE follows a market-oriented compensation philosophy. Therefore, for assessing the EB’s compensation, the following market reference levels will be considered: for the Swiss market, pay practices for companies listed on the SMIM will be analyzed. In addition to the Swiss market and in order to reflect SoftwareONE’s international business model, a pan-European peer group consisting of listed high-tech companies will be further taken into consideration. The following companies will be included in the analysis: Accenture, Adyen, Amadeus IT Group, ATOS, Bechtle, Cancom SE, Capgemini, Computacenter, Dassault Systems, Indra Sistemas, Micro Focus, SAGE, Software Aktiengesellschaft, Sopra Steria, Wirecard. When setting the EB’s pay levels, an orientation towards the middle of the respective market ranges will be targeted.

These constructed peer groups – compiled together with Willis Towers Watson - will provide one of the references for periodic review of EB member compensation in terms of both level and structure.

Target Executive Board compensation framework

SoftwareONE currently compensates EB members (including the CEO) by means of base salary and additional compensation elements – which together form the fixed compensation component – and an STI, which is currently the only variable component.

In order to more accurately reflect the recent changes in ownership structure, a new LTI plan will be developed for introduction as at 2020. The first grant under this plan will occur in 2020. This future compensation framework, fully implemented as at 2020, is presented in the graph below.

Short-term incentive plan

In the financial year 2020, EB members’ STI will be adapted to SoftwareONE’s new position as a public company. After extensive review, the quarterly bonus mechanism will be replaced entirely by an annual bonus mechanism consistent with market practice. This adjustment has further been accompanied by an assessment and review of the current performance metrics, whereby the possibility of overachievement – of up to 150% – and underperformance – 0% payout – will be incorporated.

The weighting of the STI performance metrics has been amended to further align EB members’ STI with overall company performance. For this reason, personal goals will have less influence on the STI, while management EBITDA and synergies will have a greater impact on the STI performance.

Performance, thresholds, targets and maximum values for the respective performance metrics are determined at the beginning of the one-year performance period. At the end of the performance period, the NCC proposes and the BoD approves the financial performance achievements against the originally set targets. In certain circumstances the BoD and the NCC may apply discretion in determining the final outcome of the STI payout.

For performance below or at threshold, 0% is paid out, whereby on-target performance is awarded with a 100% payout and in case of overperformance of 120% and above, a payout of 150% of the target STI is compensated.

Long-term incentive plan

As at 2020, EB members will be entitled to participate in SoftwareONE’s long-term success by means of the LTI plan that is currently being finalized by the NCC with the support of its external independent advisor, HCM International Ltd.

The development of this plan has been driven by the intention to provide EB members with rewards in line with the new positioning of SoftwareONE as a public company. The introduction of the LTI plan will further strengthen management’s interest alignment with those of shareholders, as well as encourage sustainable long-term value-creation for shareholders and the company.

The new LTI plan completes SoftwareONE’s compensation framework by offering executives the opportunity to participate in the long-term success of the group.

The following provides an overview of the plan currently under review, whereby specifics will be disclosed in the 2020 Compensation Report.

At the beginning of each three-year performance period, eligible plan participants of SoftwareONE’s management population will be granted an individual number of performance share units (PSU) derived by dividing the individual LTI award by the fair value at grant. After conclusion of the three-year performance period, some of the initially granted PSUs vest, whereby the number depends on the performance achievement – each determined based on a curve between 0.0 and 2.0 – of group gross profit growth and relative total shareholder return.

The performance achievement of these two metrics will be determined at the end of the three-year performance period, whereby group gross profit will be measured in absolute CHF terms and relative total shareholder return will be measured against the STOXX® Global 1800 Industry Technology Index.

Both of these performance metrics will follow the following vesting curve logic:

Furthermore, at the end of the three-year performance period of each LTI award, the NCC proposes and the BoD approves the performance achievement of each metric against the targets originally set. In certain circumstances the BoD and the NCC may apply discretion in determining the final outcome of the performance results used for the vesting of LTI awards.

Employee Share Purchase Plan (ESPP)

The ESPP to be introduced at SoftwareONE in 2020 aims to strengthen the company’s employees’ sense of entrepreneurship by making them part-owners of the company.

Under this plan, the broad employee population at SoftwareONE will be given the opportunity to convert up to 25% of their variable target compensation into this share-based plan, for which reason this is deemed an equity-settled share-based compensation plan. Furthermore, upon purchase of SoftwareONE shares, the company will match the shares purchased in a four to one ratio, granting the employees one additional share for every four shares purchased under the ESPP. These matched shares constitute restricted shares, which are service conditioned. Specifically, this means that after a restriction period of 12 months these are transferred to the employee’s ownership, if the employee is still employed at SoftwareONE for the full duration of the restriction period. This means that should the employee sell their purchased shares within the restriction period of 12 months they would also forfeit the right to the share matching scheme of SoftwareONE.