Board of Directors compensation

Following the outcome of the 2024 AGM, the size of the BoD was reduced from eight to five members, which subsequently led to a consolidation of its committees into the Audit Committee, NCC, and a newly established Transaction Committee, where on the other hand the role of Vice Chair was eliminated and the Innovation and ESG Committees were dissolved by shifting these topics to the entire BoD.

This restructuring necessitated a reallocation of roles and responsibilities among the board members, increasing their overall remit and accountability. To reflect the expanded scope of duties and increased workload, the Chair Committee fees were increased from CHF 40,000 to CHF 80,000, ensuring alignment with the enhanced demands of the redefined governance structure.

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 from 18 April 2024 in CHF		Annual committee fees
		Audit Committee		Nomination and Compensation Committee		Transaction Committee
		Chairperson	Member	Chairperson	Member	Chairperson	Member
Chairperson	400,000	Not entitled
Ordinary member	120,000	80,000	20,000	80,000	20,000	80,000	20,000

Audited Annual base fee for BoD membership for non-executive Directors until 18 April 2024 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 are 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 2024

The following table outlines the total compensation awarded to the BoD in 2024.

Audited Members of the BoD from 18 April 2024 in CHF	Board	Audit Committee	NCC	Transaction Committee 6)	IC 7)	ESGC 7)	Settled in cash	Settled in shares 8)	Social security contributions 9)	Total compensation FY 2024	Total compensation FY 2023
Daniel von Stockar 1)	Chairperson 5)	Member		Member			120,000	160,000	14,974	294,974	154,372
René Gilli	Member		Member				42,000	56,000	3,901	101,901	–
Andrea Sieber	Member		Chairperson	Member			66,000	88,000	8,423	162,423	–
Jörg Riboni	Member	Chairperson		Member			66,000	88,000	6,820	160,820	–
Till Spillmann	Member	Member	Member	Chairperson			72,000	96,000	9,097	177,097	–
Total							366,000	488,000	43,215	897,215	154,372

Audited Members of the BoD until 18 April 2024 in CHF	Board	Audit Committee	NCC	Transaction Committee 6)	IC 7)	ESGC 7)	Settled in cash	Settled in shares 8)	Social security contributions 9)	Total compensation FY 2024	Total compensation FY 2023
Adam Warby	Chairperson 5)		Member				120,000	–	5,543	125,543	345,851
Marie-Pierre Rogers 2)	Vice Chairperson		Chairperson				72,000	–	3,543	75,543	232,491
José Alberto Duarte	Member		Member			Member	45,000	–	–	45,000	147,000
Timo Ihamuotila	Member	Chairperson					48,000	–	2,415	50,415	172,739
Isabelle Romy 3)	Member	Member				Chairperson	51,000	–	2,566	53,566	173,673
James Freeman	Member	Member			Chairperson		47,250	–	–	47,250	152,252
Elizabeth Theopille	Member	Member			Member		45,000	–	2,264	47,264	113,228
Peter Kurer 4)	Vice Chairperson									–	54,055
Total							428,250	–	16,331	444,581	1,391,289

TOTAL							794,250	488,000	59,546	1,341,796	1,545,661

1) Daniel von Stockar recused himself from BoD activities from end of June 2023 until 18 April 2024. No shares were awarded in 2023.

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) Peter Kurer retired from the BoD effective 4 May 2023. No shares were awarded in 2023.

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

6) Transaction Committee was established 18 April 2024.

7) Innovation Committee and ESG Committee were discontinued 18 April 2024.

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.

Approved versus awarded compensation to the BoD

At the 2023 AGM, shareholders approved a maximum aggregate compensation amount of CHF 1.65 million for the BoD for the compensation period from 2023 AGM to the 2024 AGM. For this period the effective compensation amounted to CHF 1.55 million and is thus within the approved limits.

At the 2024 AGM, shareholders approved a maximum aggregate compensation amount of CHF 1.9 million for the BoD for the compensation period from the 2024 AGM to the 2025 AGM. As this compensation period is not yet complete, a conclusive assessment will be provided in the Compensation Report 2025.

Share ownership

The table below shows the shareholdings of the BoD as of 31 December 2024, including information for the 2023 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 2024	Total shareholdings as of 31 December 2023
Audited Members of the BoD	Available shares	Blocked shares (2)	Total shareholdings as of 31 December 2024	Total shareholdings as of 31 December 2023
Daniel von Stockar (3)	17,505,107	21,789	17,526,896	17,517,529
René Gilli (4)	12,452,078	5,406	12,457,484	–
Andrea Sieber (5)	–	5,152	5,152	–
Jörg Riboni (6)	–	5,152	5,152	–
Till Spillmann (7)	84,300	5,620	89,920	–
Adam Warby (8)	–	–	–	21,773
Marie-Pierre Rogers (9)	–	–	–	41,372
José Alberto Duarte (10)	–	–	–	13,781
Timo Ihamuotila (11)	–	–	–	35,438
Isabelle Romy (12)	–	–	–	11,481
James Freeman (13)	–	–	–	8,656
Elizabeth Theopille (14)	–	–	–	4,103
Peter Kurer (15)	–	–	–	311,382
Total	30,041,485	43,119	30,084,604	17,965,515

1) Ordinary registered shares of SoftwareOne Holding AG.

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

3) Daniel von Stockar recused himself from BoD activities from end of June 2023 until 18 April 2024.

4) After retiring from BoD effective 5 May 2022, René Gilli re-joined the BoD effective 18 April 2024.

5) Andrea Sieber joined the BoD effective 18 April 2024.

6) Jörg Riboni joined the BoD effective 18 April 2024.

7) Till Spillmann joined the BoD effective 18 April 2024. Shareholdings also include shareholdings from related parties.

8) Adam Warby retired from the BoD effective 18 April 2024.

9) Marie-Pierre Rogers retired from the BoD effective 18 April 2024.

10) José Alberto Duarte retired from the BoD effective 18 April 2024.

11) Timo Ihamuotila retired from the BoD effective 18 April 2024.

12) Isabelle Romy retired from the BoD effective 18 April 2024.

13) James Freeman retired from the BoD effective 18 April 2024.

14) Elizabeth Theopile retired from the BoD effective 18 April 2024.

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