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 carried out 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 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 in 2020, 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 2021:

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
Lead Independent Director	150,000	40,000	20,000	40,000	20,000
Ordinary member	120,000	40,000	20,000	40,000	20,000

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 again conducted in 2021 by Willis Towers Watson (WTW) targeting compensation levels as well as compensation structure and pay instruments. The selected peer group considers the closest 23 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: Alcon, Arzyta, Bâloise, Barry Callebaut, BB Biotech, Bucher Industries, DKSH, Dormakaba, EMS-Chemie, Flughafen Zürich, Georg Fischer, Givaudan, Helvetia, Logitech, OC Oerlikon, Partners Group, Schindler, Sika, Straumann, Sulzer, Swisscom, Temenos and VAT.

The benchmarking exercise showed that the compensation of the members of the Board of Directors is in line with general market practice, both in terms of level and structure whereas some individual elements were below the peer group median. It was concluded that the current levels of compensation are still suitable for the time being and no changes were made.

Compensation awarded to the Board of Directors in 2021

The following table outlines the total compensation awarded to the BoD in 2021. After the 2020 AGM, the adjusted framework came into effect, whereby annual fees are paid 60% in cash and 40% in equity.

Members of the BoD in CHF	Board	Audit Committee	NCC	Settled in cash	Settled in shares (7)	Social security contributions (8)	Total compensation FY 2021	Total compensation FY 2020 (9)

Daniel von Stockar (1)	Chairperson		Member	240,000	160,000	28,633	428,633	497,662
Peter Kurer	Lead Independent Director		Member	102,000	68,000	9,835	179,835	209,379
José Alberto Duarte	Member	Member		84,000	56,000	–	140,000	160,704
René Gilli	Member			72,000	48,000	8,997	128,997	151,055
Timo Ihamuotila	Member	Chairperson		96,000	64,000	11,987	171,987	197,477
Marie-Pierre Rogers	Member		Chairperson	96,000	64,000	11,987	171,987	197,477
Jean-Pierre Saad	Member	Member		84,000	56,000	–	140,000	172,885
Adam Warby (2)	Member		Member	49,000	32,667	5,547	87,214	–
Isabelle Romy (2)	Member	Member		49,000	32,667	5,547	87,214	–
Beat Curti (3)				–	–	–	–	116,946
Andreas Fleischmann (4)				–	–	–	–	59,836
Johannes Huth (5)				–	–	–	–	70,928
Marina Nielsen (6)				–	–	–	–	50,643

Total				872,000	581,334	82,533	1,535,867	1,884,992

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

2) Adam Warby and Isabelle Romy started in the BoD effective 20 May 2021.

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

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

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

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

7) Represents gross amounts settled in blocked shares prior to any deductions such as employee social security and income withholding tax for the fiscal year 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 rounded down. Residual amounts are paid in cash.

8) Employer-paid social security contributions.

9) 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.

During 2021, prior to their election to the BoD at the 2021 Annual General Meeting, Isabelle Romy and Adam Warby attended Board meetings and participated in Board discussions in an advisory capacity. For this previous engagement they each received a consulting fee of CHF28,000.

At the 2020 AGM, shareholders approved a maximum aggregate compensation amount of CHF1.9 million for the BoD for the compensation period from 2020 AGM to the 2021 AGM. For this period the effective compensation amounted to CHF1.5 million and is thus within the approved limits.

At the 2021 AGM, shareholders approved a maximum aggregate compensation amount of CHF1.8 million for the BoD for the compensation period from the 2021 AGM to the 2022 AGM. As this compensation period is not yet complete, a conclusive assessment will be provided in the Compensation Report 2022.

Share ownership

The table below shows the shareholdings of the BoD as of 31 December 2021, including information for the 2020 financial year. This table includes available shares and blocked shares in connection with BoD compensation.

Members of the BoD	Number of directly held shares (1)		Total shareholdings as of 31 December 2021	Total shareholdings as of 31 December 2020
Members of the BoD	Available shares	Blocked shares (2)	Total shareholdings as of 31 December 2021	Total shareholdings as of 31 December 2020

Daniel von Stockar	17,489,874	15,233	17,505,107	17,498,012
Peter Kurer	279,630	6,473	286,103	283,088
José Alberto Duarte	–	5,331	5,331	2,848
René Gilli	12,445,068	4,569	12,449,637	12,447,509
Timo Ihamuotila	20,000	6,093	26,093	13,255
Marie-Pierre Rogers	15,745	6,093	21,838	19,000
Jean-Pierre Saad (3)	–	5,331	5,331	2,848
Adam Warby	4,000	2,483	6,483	–
Isabelle Romy	–	2,483	2,483	–
Beat Curti (4)	–	–	–	16,031,853


Total	30,254,317	54,089	30,308,406	46,298,413

1) Ordinary registered shares of SoftwareONE.

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

3) 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.

4) 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.