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 does not include any variable performance-linked element and 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 2022:
|
Audited Annual base fee for BoD membership for non-executive Directors in CHF |
Annual committee fees |
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|
Audit Committee |
Nomination and Compensation Committee |
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|
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
The assessment of the competitiveness of the BoD compensation for non-executive BoD members in Switzerland, was last carried out in 2021 through a benchmarking analysis conducted 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 benchmarking exercise showed that the compensation of the members of the Board of Directors was 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 will be kept as such for the time being, thus no changes were made.
During 2023 we will conduct our bi-annual benchmark study for the BoD compensation to review adequacy with best market practices.
Compensation awarded to the Board of Directors in 2022
The following table outlines the total compensation awarded to the BoD in 2022. After the 2020 AGM, the adjusted framework came into effect, whereby annual fees are paid 60% in cash and 40% in equity.
|
Audited Members of the BoD in CHF |
Board |
Audit Committee |
NCC |
Settled in cash |
Settled in shares 5) |
Social security contributions 6) |
Total compensation FY 2022 |
Total compensation FY 2021 |
|
|
|
|
|
|
|
|
|
|
|
Daniel von Stockar 1) |
Chairperson |
|
Member |
240,000 |
160,000 |
28,678 |
428,678 |
428,633 |
|
Peter Kurer |
Lead Independent Director |
|
Member |
102,000 |
68,000 |
9,977 |
179,977 |
179,835 |
|
José Alberto Duarte |
Member |
Member |
|
84,000 |
56,000 |
– |
140,000 |
140,000 |
|
René Gilli 2) |
Member |
|
|
36,000 |
– |
2,896 |
38,896 |
128,997 |
|
Timo Ihamuotila |
Member |
Chairperson |
|
96,000 |
64,000 |
12,034 |
172,034 |
171,987 |
|
Marie-Pierre Rogers |
Member |
|
Chairperson |
96,000 |
64,000 |
11,960 |
171,960 |
171,987 |
|
Jean-Pierre Saad 2) |
Member |
Member |
|
42,000 |
– |
– |
42,000 |
140,000 |
|
Adam Warby 3) |
Member |
|
Member |
84,000 |
56,000 |
10,538 |
150,538 |
87,214 |
|
Isabelle Romy 3) |
Member |
Member |
|
84,000 |
56,000 |
10,538 |
150,538 |
87,214 |
|
James Freeman 4) |
Member |
Member |
|
42,000 |
32,667 |
7,135 |
81,802 |
– |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
906,000 |
556,667 |
93,756 |
1,556,423 |
1,535,867 |
1) Includes compensation for Chairperson of the BoD only. No additional fees paid for the role as member of the NCC.
2) René Gilli and Jean-Pierre Saad retired from the BoD effective 5 May 2022, no shares awarded in 2022.
3) Adam Warby and Isabelle Romy started in the BoD effective 20 May 2021.
4) James Freeman started in the BoD effective 5 May 2022.
5) Represents gross amounts settled in blocked shares prior to any deductions such as employee social security and income withholding tax for the fiscal year 2022. 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.
6) Employer-paid social security contributions.
Approved versus total compensation awarded to the BoD
At the 2021 AGM, shareholders approved a maximum aggregate compensation amount of CHF 1.8 million for the BoD for the compensation period from 2021 AGM to the 2022 AGM. For this period the effective compensation amounted to CHF 1.6 million and is thus within the approved limits.
At the 2022 AGM, shareholders approved a maximum aggregate compensation amount of CHF 1.65 million for the BoD for the compensation period from the 2022 AGM to the 2023 AGM. As this compensation period is not yet complete, a conclusive assessment will be provided in the Compensation Report 2023.
Share ownership
The table below shows the shareholdings of the BoD as of 31 December 2022, including information for the 2021 financial year. This table includes available shares and blocked shares in connection with BoD compensation.
|
Audited Members of the BoD |
Number of directly held shares 1) |
Total shareholdings as of 31 December 2022 |
Total shareholdings as of 31 December 2021 |
|
|
Available shares |
Blocked shares 2) |
|||
|
|
|
|
|
|
|
Daniel von Stockar |
17,489,874 |
27,655 |
17,517,529 |
17,505,107 |
|
Peter Kurer |
299,630 |
11,752 |
311,382 |
286,103 |
|
José Alberto Duarte |
– |
9,678 |
9,678 |
5,331 |
|
René Gilli 3) |
12,445,068 |
4,569 |
12,449,637 |
12,449,637 |
|
Timo Ihamuotila |
20,000 |
11,061 |
31,061 |
26,093 |
|
Marie-Pierre Rogers |
23,745 |
11,061 |
34,806 |
21,838 |
|
Jean-Pierre Saad 4) |
– |
5,331 |
5,331 |
5,331 |
|
Adam Warby |
4,000 |
6,830 |
10,830 |
6,483 |
|
Isabelle Romy |
– |
6,830 |
6,830 |
2,483 |
|
James Freeman |
– |
4,347 |
4,347 |
– |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
30,282,317 |
99,114 |
30,381,431 |
30,308,406 |
1) Ordinary registered shares of SoftwareONE Holding AG.
2) At grant, a restriction period of three years is applied.
3) René Gilli retired from BoD effective 5 May 2022.
4) Jean-Pierre Saad retired from BoD effective 5 May 2022. 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.