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.

Audited Annual base fee for BoD membership for non-executive Directors in CHF		Annual committee fees
		Audit Committee		Nomination and Compensation Committee		Innovation Committee		ESG Committee
		Chairperson	Member	Chairperson	Member	Chairperson	Member	Chairperson	Member
Chairperson	400,000	Not entitled
Vice Chairperson	180,000	40,000	20,000	40,000	20,000	20,000	10,000	20,000	10,000
Ordinary member	120,000	40,000	20,000	40,000	20,000	20,000	10,000	20,000	10,000

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.

Compensation awarded to the Board of Directors in 2023

The following table outlines the total compensation awarded to the BoD in 2023.

Audited Members of the BoD in CHF	Board	Audit Committee	NCC	IC	ESGC	Settled in cash	Settled in shares (8)	Social security contributions (9)	Total compensation FY 2023	Total compensation FY 2022
Adam Warby (1)	Chairperson		Member			162,000	160,000	23,851	345,851	150,538
Marie-Pierre Rogers (2)	Vice Chairperson		Chairperson			120,000	96,000	16,491	232,491	171,960
José Alberto Duarte	Member		Member		Member	87,000	60,000	–	147,000	140,000
Timo Ihamuotila	Member	Chairperson				96,000	64,000	12,739	172,739	172,034
Isabelle Romy (3)	Member	Member			Chairperson	93,000	68,000	12,673	173,673	150,538
James Freeman	Member	Member		Chairperson (7)		89,252	63,000	–	152,252	81,802
Elizabeth Theopille	Member	Member		Member		45,000	60,000	8,228	113,228	–
Daniel von Stockar (4)	Member			Chairperson		143,333	–	11,039	154,372	428,678
Peter Kurer (5)	Vice Chairperson		Member			51,000	–	3,055	54,055	179,977
René Gilli (6)	Member									38,896
Jean-Pierre Saad (6)	Member									42,000
Total						886,585	571,000	88,076	1,545,661	1,556,423

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

2) Marie-Pierre Rogers received a one-time fee of CHF 20'000 for her extraordinary additional efforts for the NCC in 2022 and 2023.

3) Isabelle Romy received a one-time fee of CHF 10'000 for her extraordinary additional efforts for the ESGC in 2022 and 2023.

4) Daniel von Stockar stepped down from an active role as a member of the BoD end of June 2023, no shares awarded in 2023.

5) Peter Kurer retired from the BoD effective 4 May 2023, no shares awarded in 2023.

6) René Gilli and Jean-Pierre Saad retired from the BoD effective 5 May 2022, no shares awarded in 2022.

7) Member for 3 months and Chairperson for 9 months

8) Represents gross amounts settled in blocked shares prior to any deductions such as employee social security and income withholding tax for the fiscal year 2023. 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.

9) Employer-paid social security contributions.

In 2023 Marie-Pierre Rogers and Isabelle Romy received a one-time extraordinary fee for exceptional additional workload related to activities in relation to their roles in the NCC and the ESGC amounting to CHF 20’000 and CHF 10’000 respectively. Both payments are included in the table above and the relevant maximum amount of compensation for the Board of Directors for the respective period.

Approved versus awarded compensation to the BoD

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. For this period the effective compensation amounted to CHF 1.56 million and is thus within the approved limits.

At the 2023 AGM, shareholders approved a maximum aggregate compensation amount of CHF 1.65 million for the BoD for the compensation period from the 2023 AGM to the 2024 AGM. As this compensation period is not yet complete, a conclusive assessment will be provided in the Compensation Report 2024.

Share ownership

The table below shows the shareholdings of the BoD as of 31 December 2023, including information for the 2022 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 2023	Total shareholdings as of 31 December 2022
Audited Members of the BoD	Available shares	Blocked shares (2)	Total shareholdings as of 31 December 2023	Total shareholdings as of 31 December 2022
Daniel von Stockar	17,498,012	19,517	17,517,529	17,517,529
Adam Warby	4,000	17,773	21,773	10,830
Marie-Pierre Rogers	27,000	14,372	41,372	34,806
José Alberto Duarte	2,848	10,933	13,781	9,678
Timo Ihamuotila	23,255	12,183	35,438	31,061
Isabelle Romy	–	11,481	11,481	6,830
James Freeman	–	8,656	8,656	4,347
Elizabeth Theopille (3)	–	4,103	4,103	–
Peter Kurer (4)	303,088	8,294	311,382	311,382
René Gilli (5)	–	–	–	12,449,637
Jean-Pierre Saad (6)	–	–	–	5,331
Total	17,858,203	107,312	17,965,515	30,381,431

1) Ordinary registered shares of SoftwareOne Holding AG.

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

3) Elizabeth Theopille joined the BoD effective 4 May 2023.

4) Peter Kurer retired from BoD effective 4 May 2023.

5) René Gilli retired from BoD effective 5 May 2022.

6) 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.