Executive Board

Composition of the Executive Board

The CEO and the other members of the EB are appointed and dismissed by the BoD. The BoD is supported by the NCC, which prepares all relevant decisions of the BoD in relation to the nomination of the CEO and the other members of the EB and submits proposals and recommendations to the BoD.

As at 31 December 2021, the EB was composed as follows:

Dieter Schlosser

Role
Chief Executive Officer

Joined SoftwareONE in
2012

Nationality
German

Professional experience and external appointments
Previously held several positions in the IT departments of large companies in the oil and gas, mining, automotive and pharmaceutical sectors.

Joined SoftwareONE in 2012 as Chief Operating Officer.

No external appointments.

Education
Degree in business management from Württembergische Verwaltungs- und Wirtschafts-Akademie e.V.

Hans Grüter

Role
Chief Financial Officer

Joined SoftwareONE in
2014

Nationality
Swiss

Professional experience and external appointments
Previously Chief Financial Officer at COLTENE Holding AG.

Currently also Member of the Board of Directors of Continos AG.

Education
Degree from Wharton School, University of Pennsylvania (2001) and a PhD in Business Administration from the University of Zurich (1990).

Alex Alexandrov

Role
Chief Operating Officer, M&A and Strategy

Joined SoftwareONE in
2017

Nationality
American

Professional experience and external appointments
Previously a managing director at the private equity firm Thomas H. Lee Partners, where he was responsible for new investments and existing portfolios in the area of technology-enabled services.

Also, previously member of the Board of Directors of System One and System Maintenance Services. Member of the Board of Directors of CompuCom Systems, whose software business SoftwareONE acquired in 2015, until December 2016.

Since 2020, member of the Executive Advisory Board of CoveHill Partners.

Education
Graduated from the University of Texas at Austin with a bachelor’s degree in economics (with high honors) and a Bachelor of Business Administration in finance (with honors), MBA from Harvard Business School.

Neil Lomax

Role
President of Sales

Joined SoftwareONE in
2008

Nationality
British

Professional experience and external appointments
Previously President of North America and a member of the group’s Executive Board for worldwide sales strategy.

Joined SoftwareONE in 2008 and held several positions in the areas of sales and business development.

No external appointments.

Education
Cambridge Judge Business School with an executive education degree in business models for transformative & competitive advantage.

Bernd Schlotter

Role
President of Services

Joined SoftwareONE in
2021

Nationality
American

Professional experience and external appointments
Previously held various leadership positions in technology, IT services and consulting companies in the United States and Europe. Most recently served as Managing Director and Senior Partner at Boston Consulting Group’s (BCG) Silicon Valley Office & Digital Center supporting clients in digital transformation from strategy to execution.

No external appointments.

Education
Graduated from the University of Stuttgart with a degree in Mechanical Engineering (“Diplom-Ingenieur”) and an MBA from the University of California at Berkeley.

The following table provides an overview of SoftwareONE’s EB:

Name	Nationality	Born	Function	Appointment	Education	External mandates (listed\|non-listed)

Dieter Schlosser	German	1966	Chief Executive Officer	2019	Business management	0	0
Hans Grüter	Swiss	1959	Chief Financial Officer	2014	PhD in business management	0	1
Alex Alexandrov	American	1979	Chief Operating Officer, M&A and Strategy	2017	Economics, finance, MBA	0	1
Neil Lomax	British	1979	President of Sales	2019	Business administration	0	0
Bernd Schlotter	American	1964	President of Services	2021	Mechanical Engineering, MBA	0	0

Management changes

The EB was expanded to five members with the addition of Bernd Schlotter.

Bernd Schlotter, who brings extensive experience in technology infrastructure, software, IT services and consulting, joined the company in August 2021 as President of Services to accelerate the Company’s transformation into a provider of IP-based services and solutions at scale in combination with a strong and recurring software and cloud business.

Hans Grüter, who held the position of CFO and member of the Executive Board since February 2014, retired from his operational responsibilities at the end of 2021 but remains with the company during the early part of 2022 to ensure a seamless transition and hand-over to the new CFO, Rodolfo J. Savitzky.

Compensation of the Executive Board

The shareholders’ meeting shall approve annually and separately the proposals of the BoD in relation to the maximum aggregate compensation of the EB for the next business year. More details on compensation and post-employment benefits of the EB can be found in the compensation report.

The members of the EB may only be granted loans and credits up to a maximum amount of CHF 1,000,000, at market-based conditions and in compliance with the applicable rules of abstention.

Responsibilities

The BoD has delegated the operational management of the company entirely to the CEO within the limits permitted by law and subject to the powers and duties remaining with the BoD pursuant to the OrgR.

Within the operational management delegated to the CEO pursuant to OrgR, the CEO is responsible for SoftwareONE’s daily business operations and represents the company in these matters, all in accordance with the law, the AoI, the OrgR as well as the strategies, policies and guidelines set by the BoD. The CEO is responsible for the implementation of BoD resolutions and the supervision of all management levels at the company. The CEO acts as the head of the EB.

Within the EB, the CEO is the primary point of contact for the Chairperson and the other members of the BoD. The CEO represents and coordinates the positions of the EB vis-à-vis the BoD. In case of matters requiring approval by the BoD as a matter of law, the AoI or the OrgR, the CEO submits corresponding proposals to the BoD. The CEO provides information to the other members of the EB concerning the resolutions and suggestions of the BoD. The CEO ensures that resolutions are implemented and that suggestions are taken into account. The CEO represents the group, both internally and externally.

Statutory provisions regarding external mandates

According to Art. 21 of the AoI, no member of the EB may hold more than one mandate in a listed company and more than three mandates in non-listed companies. For a description of how SoftwareONE defines mandates and for transitional provisions of newly appointed EB members, please refer to the section Availability and statutory provisions regarding external mandates above.

Any mandate of a member of the EB in a legal entity outside of SoftwareONE shall be subject to prior approval by the BoD, or the NCC, where delegated.

All members of the EB remained within the statutory maximum number of outside mandates in listed and non-listed companies and organizations.

Management contracts

As at 31 December 2021, the company has not entered into any management contracts with third parties.