Letter to shareholders
Dear shareholders,
As the Chair of the Nomination and Compensation Committee (NCC), I am pleased to present SoftwareOne’s 2025 Compensation report on behalf of the NCC and the Board of Directors.
Our 2025 Compensation report outlines SoftwareOne’s overall compensation policy, principles, and framework and discloses the compensation awarded to members of both the BoD and the Executive Board for the 2025 financial year. It is compiled in accordance with the relevant sections of the Swiss Code of Obligations (Swiss CO), particularly Article 734 et seq., applicable to Swiss listed companies, the Directive on Information related to Corporate Governance of SIX Swiss Exchange, as well as the Swiss Code of Best Practice for Corporate Governance.
At the 2025 Annual General Meeting (AGM), shareholders approved the maximum aggregate compensation amounts for both the Board of Directors (89.5%) and the Executive Board (89.7%), reflecting solid shareholder support. In contrast, the advisory vote on the 2024 Compensation report received 61.7% shareholder support, which the Board of Directors considers unsatisfactory.
The Board of Directors carefully analyzed the factors contributing to this outcome, including feedback received from shareholders and proxy advisors. While the overall compensation models were broadly viewed as market-aligned and were not the primary focus of concern, the feedback pointed to expectations of reduced compensation levels per person, enhanced clarity, transparency, and a clearer articulation of performance outcomes and pay-for-performance alignment. Accordingly, the overall compensation for the current members of the Executive Board has been significantly reduced since the AGM 2024 and this Compensation report places an even stronger emphasis on the quality, depth, and accessibility of disclosure, in particular by providing clearer explanations of performance outcomes under the short-term and long-term incentive plans and by strengthening the narrative on pay-for-performance alignment. These enhancements are intended to support a more informed shareholder assessment while maintaining a stable and market-aligned compensation framework.
Separately from this review and reflecting SoftwareOne’s strategic focus on disciplined cash management and balance sheet efficiency, the short-term incentive framework was further developed. In this context, Net Working Capital (NWC) was introduced as an explicit performance metric, complementing the existing financial and strategic objectives and strengthening the link between management incentives and the company’s operational priorities.
In 2025, SoftwareOne reached an important strategic milestone with the successful completion of the Crayon acquisition, strengthening the company’s scale, capabilities, and growth platform. Revenue development reflected a transitional year, with annual revenue growth of 1.4% on a combined like-for-like basis, as integration progressed and strategic initiatives gained traction. EBITDA performance benefited from disciplined cost management and operational focus, resulting in an adjusted EBITDA margin of above 20%. Working capital discipline remained a priority during integration; however, the predefined target was not reached. The company’s share price development has so far only partially reflected the strategic and operational progress achieved during the year, impacting relative TSR performance, which is a material KPI under the existing long-term incentive plans.
These performance outcomes were reflected in the performance-based variable compensation awarded to the EB. Following its evaluation, the NCC concluded that both the 2025 short-term incentive and the long-term incentive vesting level (granted in 2022) provided a reasonable reflection of the company’s performance. Accordingly, no discretionary adjustments were made in measuring performance-related financial KPIs to determine the variable compensation amounts.
In parallel, 2025 also saw important changes in SoftwareOne’s governance and leadership structure, primarily in connection with the completion of the Crayon acquisition. Till Spillmann was elected as the new independent Chair at the May 2025 AGM, succeeding founding Chair Daniel von Stockar, who remained a member of the Board of Directors. Following the completion of the Crayon transaction in July 2025, Crayon co-founders Rune Syversen and Jens Rugseth were elected to the BoD, contributing deep industry and technology expertise. In addition, Raphael Erb and Melissa Mulholland were appointed as Co-CEOs of the combined company and Hanspeter Schraner was appointed as new CFO as of June 1, 2025.
Throughout the year, the NCC continued to support the BoD in the execution of its ongoing nomination and compensation responsibilities. These included matters relating to the BoD and the EB composition and succession planning, determination of individual compensation amounts, the setting of performance targets, the assessment of performance achievements under the variable compensation programs, and preparation of the Compensation report and the related say-on-pay proposals.
The AGM remains a key forum for shareholder dialogue. At the 2026 AGM, shareholders will vote on the maximum aggregate compensation amounts for the BoD and the EB and provide advisory feedback on this Compensation report. Further details are set out in the AGM invitation.
On behalf of the NCC, I would like to thank you for your continued trust and engagement. Shareholder feedback remains important input as we seek to maintain a transparent, market-aligned compensation framework that supports SoftwareOne’s long-term objectives.
Sincerely,
Andrea Sieber
Chair of the Nomination and Compensation Committee