Board of Directors
Composition
In view of the Crayon acquisition in 2025, SoftwareOne implemented a number of governance and leadership changes. At the May 2025 AGM, Till Spillmann was elected as the new independent Chair, succeeding founding Chair Daniel von Stockar, who continued to serve as a member of the Board of Directors (BoD). In July 2025, following the closing of the transaction, Crayon co-founders Rune Syversen and Jens Rugseth joined the BoD, further strengthening its industry and technology expertise. A dedicated Transaction Committee, established in 2024 to support the Crayon acquisition process, was dissolved following the closing of the transaction.
The annual base fees and committee fees were increased to reflect the increased complexity of the Group, the heightened responsibilities and exposure of the BoD and the additional work and involvement in the ongoing integration activities.
Elements of compensation
The compensation of the members of the BoD consists of an annual base fee and additional compensation awarded for duties carried out on 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 additional compensation for duties on committees.
Audited Annual base fee for BoD membership for non-executive Directors from April 11, 2025 | Annual committee fees | ||||
in CHF | Audit Committee | Nomination and Compensation Committee | |||
Chair | Member | Chair | Member | ||
Chair | 440,000 | Not entitled | |||
Ordinary member | 150,000 | 100,000 | 40,000 | 100,000 | 40,000 |
Audited Annual base fee for BoD membership for non-executive Directors until April 11, 2025 | Annual committee fees | ||||||
in CHF | Audit Committee | Nomination and Compensation Committee | Transaction Committee | ||||
Chair | Member | Chair | Member | Chair | Member | ||
Chair | 400,000 | Not entitled | |||||
Ordinary member | 120,000 | 80,000 | 20,000 | 80,000 | 20,000 | 80,000 | 20,000 |
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 2025
The following table outlines the total compensation awarded to the BoD in 2025.
Audited Members of the BoD in CHF | Board | Audit Committee | NCC | Settled in cash | Settled in shares4) | Social security contributions5) | Total compensation FY 2025 | Total compensation FY 20246) |
Till Spillmann1) | Chair | 204,004 | 176,000 | 20,138 | 400,142 | 177,097 | ||
Andrea Sieber | Member | Chair | 147,002 | 108,000 | 14,091 | 269,093 | 162,423 | |
Daniel von Stockar2) | Member | Member | 183,000 | 84,000 | 14,931 | 281,931 | 294,974 | |
René Gilli | Member | Member | 105,000 | 84,000 | 8,486 | 197,486 | 101,901 | |
Jörg Riboni | Member | Chair | 147,002 | 108,000 | 11,780 | 266,782 | 160,820 | |
Jens Rugseth3) | Member | Member | 55,127 | 73,500 | 7,233 | 135,860 | - | |
Rune Syversen3) | Member | Member | 55,127 | 73,500 | 7,233 | 135,860 | - | |
Total | 896,262 | 707,000 | 83,892 | 1,687,154 | 897,215 |
1) Till Spillmann acted as the BoD Chair from April 11, 2025.
2) Daniel von Stockar acted as the BoD Chair until April 11, 2025.
3) Jens Rugseth and Rune Syversen were elected as BoD members on April 11, 2025 and became BoD members with the successful transaction with Crayon on July 3, 2025. Their BoD fees were pro-rated accordingly.
4)Represents gross amounts settled in blocked shares prior to any deductions such as employee social security and income withholding tax for the fiscal year 2025. 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 volume-weighted average SoftwareOne share price 20 days before the allocation date (June 23, 2025: CHF 7.66). Residual amounts are paid in cash.
5)Employer-paid social security contributions.
6)In 2024, additional fees of CHF 444,581 were related to the previous board members Adam Warby, Marie-Pierre Rogers, José Alberto Duarte, Timo Ihamuotila, Isabelle Romy, James Freeman, Elizabeth Theopfile, and Peter Kurer, who were active until April 18, 2024 and which leads to a total sum of CHF 1,341,796 for 2024.
In connection with the Crayon integration, all members of the Board of Directors, other than the Chair, received an additional extraordinary fee of CHF 20,000 for their involvement in the integration activities. Those payments for 2025 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 Board of Directors
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. For this period, the effective compensation amounted to CHF 1.28 million and is thus within the approved limits.
At the 2025 AGM, shareholders approved a maximum aggregate compensation amount of CHF 2.15 million for the BoD for the compensation period from the 2025 AGM to the 2026 AGM. As this compensation period is not yet complete, a conclusive assessment will be provided in the Compensation report 2026.
Share ownership
The table below shows the shareholdings of the BoD as of December 31, 2025. This table includes not only blocked shares in connection with BoD compensation, but also privately held shares of each member of the BoD.
Audited Members of the BoD | Number of directly held shares4) | Total shareholdings as of December 31, 2025 | Total shareholdings as of December 31, 2024 | |
Unrestricted shares | Blocked shares5) | |||
Till Spillmann1) | 84,300 | 28,596 | 112,896 | 89,920 |
Andrea Sieber | 8,090 | 19,251 | 27,341 | 5,152 |
Daniel von Stockar | 17,627,529 | 20,333 | 17,647,862 | 17,526,896 |
René Gilli | 12,454,206 | 14,244 | 12,468,450 | 12,457,484 |
Jörg Riboni | 155,000 | 19,251 | 174,251 | 5,152 |
Jens Rugseth2) | 2,499,982 | 9,595 | 2,509,577 | - |
Rune Syversen3) | 1,444,947 | 9,595 | 1,454,542 | - |
Total | 34,274,055 | 120,865 | 34,394,920 | 30,084,604 |
1) Shareholdings also include shareholdings from related parties.
2) Jens Rugseth joined the BoD effective July 3, 2025. Shareholdings include also shareholdings from entities under significant influence.
3) Rune Syversen joined the BoD effective July 3, 2025. Shareholdings include also shareholdings from entities under significant influence.
4) Ordinary registered shares of SoftwareOne Holding AG.
5) At grant date, a restriction period of three years is applied.