Board of Directors Compensation

Elements of compensation

The compensation of the members of the BoD consists of an annual base fee and an additional compensation awarded for duties pursued in BoD committees as Chairpersons or ordinary members. In line with Art. 18 of SoftwareONE’s Articles of Incorporation and to ensure the independence of the members of the BoD in executing their supervision duties, the compensation of the members of the BoD is in the form of a fixed amount (ie no performance-related variable compensation component in place). Moreover, it is in accordance with best market practice standards.

Effective as from the 2020 AGM, the BoD’s total compensation is paid out 60% in cash and 40% in SoftwareONE shares. The shares allocated as part of the members of the BoD’s total compensation are blocked for a period of three years. Through the introduction of a share element, the long-term focus of the BoD in performing its duties is further strengthened and the interest further aligned with that of SoftwareONE’s shareholders.

The following table illustrates the annual base fees for the BoD memberships and the additional compensation for duties in committees. It remained unchanged for 2020:

Annual base fee for BoD membership for non-executive Directors in CHF		Annual committee fees
		Audit Committee		Nomination and Compensation Committee
		Chairperson	Member	Chairperson	Member

Chairperson	400,000		Not entitled
Vice-Chairperson	120,000	40,000	20,000	40,000	20,000
Lead Independent Director	150,000
Ordinary member	120,000

In line with best market practice standards the members of the BoD 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.

Peer group and benchmarking

To assess the competitiveness of the BoD compensation for non-executive BoD members in Switzerland, a benchmarking analysis was conducted in 2019 and 2020 by Willis Towers Watson (WTW). The benchmarking analysis focused on the compensation levels as well as the compensation structure and pay instruments. The selected peer group considers the closest 15 companies in terms of size as well as global reach within the main Swiss Indices (SMI and SMIM), allowing for an adequate and representative comparison. The peer group consists of the following companies: Swiss Life, Kühne + Nagel, Swisscom, Richemont, Schindler, Helvetia, Bâloise, Dufry, Swatch Group, Barry Callebaut, Clariant, SGS, Sika, Lonza, Givaudan, Lindt & Sprüngli.

Compensation awarded to the Board of Directors in 2020

The following table outlines the total compensation awarded to the BoD in 2020 including information on compensation awarded in the prior financial year, which included three months from the IPO until year end 2019. In 2020, from January 2020 until the 2020 AGM, the BoD members were fully paid in cash. The adjustment to the framework whereby annual fees are paid 60% in cash and 40% in equity only came into effect as at the 2020 AGM. In addition, BoD members who retired during 2020 were also fully paid in cash.

The compensation awarded to the BoD is within the maximum amount approved at the 2020 AGM of CHF 1.9 million.

Members of the BoD in CHF	Board	Audit Committee	NCC	Settled in cash (6)	Settled in shares (7)	Social security contributions (8)	Total compensation FY 2020	Total compensation FY 2019

Daniel von Stockar (1)	Chairperson		Member	299,178	159,993	38,491	497,662	79,248
Peter Kurer	Lead Independent Director		Member	127,151	67,984	14,244	209,379	33,435
José Alberto Duarte	Member	Member		104,712	55,992	–	160,704	27,856
René Gilli	Member			89,753	47,990	13,312	151,055	23,878
Timo Ihamuotila	Member	Chairperson		119,671	63,993	13,813	197,477	31,809
Marie-Pierre Rogers	Member		Chairperson	119,671	63,993	13,813	197,477	31,809
Jean-Pierre Saad	Member	Member		104,712	55,992	12,181	172,885	27,856
Beat Curti (2)				107,897	–	9,049	116,946	27,534
Andreas Fleischmann (3)				59,836	–	–	59,836	23,903
Johannes Huth (4)				65,589	–	5,339	70,928	27,856
Marina Nielsen (5)				44,384	–	6,259	50,643	24,120

Total				1,242,554	515,937	126,501	1,884,992	359,304

1) Includes compensation for Chairperson of the BoD only. No additional fees paid for the role as member of the NCC.

2) B. Curti retired from the BoD effective 8 October 2020, no shares awarded in 2020.

3) A. Fleischmann retired from the BoD effective 30 June 2020, no shares awarded in 2020.

4) J. Huth retired from the BoD effective 19 June 2020, no shares awarded in 2020.

5) M. Nielsen was not standing for re-election for the BoD effective 14 May 2020 (2020 AGM), no shares awarded in 2020.

6) Cash amounts are slightly higher than in a regular year since the BoD compensation system was changed from a cash only to a cash and share system following the 2020 AGM.

7) Represents gross amounts settled in blocked shares prior to any deductions such as employee social security and income withholding tax for the term of office from 15 May 2020 until 20 May 2021. The number of blocked shares is determined by dividing each BoD member’s individual share compensation amount (40 % of annual fee) for one term of office by the closing price of SoftwareONE’s share price on the allocation date (19.05.2020).

8) Employer-paid social security contributions.

Share ownership

The table below shows the shareholdings of the BoD as at 31 December 2020, including information for the 2019 financial year. This table includes registered shares and blocked shares including fully vested shares allocated in connection with BoD compensation.

Members of the BoD	Number of directly held shares (1)		Number of indirectly held shares (3)	Total shareholdings as of 31 December 2020	Total shareholdings as of 31 December 2019
Members of the BoD	Vested shares	Blocked shares (2)	Number of indirectly held shares (3)	Total shareholdings as of 31 December 2020	Total shareholdings as of 31 December 2019

Daniel von Stockar	17,489,874	8,138		17,498,012	17,489,874
Peter Kurer	279,630	3,458		283,088	279,630
José Alberto Duarte		2,848		2,848	–
René Gilli	12,445,068	2,441		12,447,509	12,445,068
Timo Ihamuotila	10,000	3,255		13,255	10,000
Marie-Pierre Rogers	15,745	3,255		19,000	15,000
Jean-Pierre Saad (4)		2,848		2,848	–
Beat Curti (5)			16,031,853	16,031,853	19,031,853
Andreas Fleischmann (6)				–	–
Johannes Huth (4),(7)				–	–
Marina Nielsen (8)				–	12,445,068


Total	30,240,317	26,243	16,031,853	46,298,413	61,716,493

1) Ordinary registered shares of SoftwareONE.

2) At grant, a restriction period of three years is applied.

3) Shares held indirectly through partnership interests in B. Curti Holding AG, which holds ordinary registered shares of SoftwareONE.

4) 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.

5) B. Curti retired from the BoD effective 8 October 2020. Shares held indirectly through partnership interests in B. Curti Holding AG, which holds ordinary registered shares of SoftwareONE.

6) 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, A. Fleischmann retired from the BoD effective 30 June 2020.

7) J. Huth retired from the BoD effective 19 June 2020.

8) Until 7 April 2020, also represented further heirs (children Anastasia Karolina Nielsen and Leon Elias Winter) of Patrick Winter. From 7 Apr 2020, as a result of a division of estate and related granting of usufruct (Nutzniessung) to NISTA AG by Anastasia Karolina Nielsen and Leon Elias Winter with respect to the shares held by them, Marina Nielsen no longer held any shares. Furthermore, Marina Nielsen did not stand for re-election for the BoD at the company's AGM on 14 May 2020 and henceforth ceased to be a member of the BoD.