Annual Report 2024

Compensation framework for the Board of Directors

Compensation overview for the Board of Directors

To underline the role of the Board to perform independent oversight and supervision of SIG, the entire compensation of the Board is fixed and contains no variable pay component.

The compensation for the members of the Board of Directors has two components: a fixed annual base fee and one or more fixed annual Committee fees for assuming the role of Chair of a Board Committee or member of a Board Committee. Only ordinary members of the Board are entitled to the additional Committee fees. The compensation of the Chair of the Board consists of the annual base fee only. Required employee social security contributions under the relevant country’s applicable law are included in the compensation.

Where required by Swiss law, members of the Board of Directors are insured via the Company’s pension plan. However, the employer pension contribution is entirely funded by the respective member of the Board of Directors. This means that the member of the Board pays for the totality of the pension contributions (employee and employer portion), while the Company does not make any contributions. In 2024, only the Chair was insured via the Company’s pension plan and paid for the totality of the pension contributions. No additional compensation components such as lump-sum expenses or attendance fees are awarded to any member of the Board.

In 2024, the new Technology and Innovation Committee was formally established, and the respective compensation level was incorporated by the Board into the pay policy. Apart from adding the compensation for the new Committee, the compensation levels for the members of the Board of Directors remained unchanged from those set in 2018.

The amounts of the annual base fee and annual Committee fees for the Chair and the members of the respective Committees set by the Board are illustrated in Figure 7.

Figure 7: Overview of the Board of Directors’ fees.

Board of Director’s fees

 

 

 

 

Annual committee fees (in CHF, gross)

 

 

Annual base fee (in CHF, gross)

 

Audit and Risk

 

Compensation

 

Nomination and Governance

 

Technology and Innovation

 

 

 

Chair

 

Member

 

Chair

 

Member

 

Chair

 

Member

 

Chair

 

Member

Chairperson

 

550,000

 

Not entitled

Other member

 

175,000

 

50,000

 

25,000

 

40,000

 

15,000

 

40,000

 

15,000

 

40,000

 

15,000

The individual sum of the annual base fee and, where applicable, annual Committee fee(s) per member are paid 60% in cash and 40% in equity (blocked SIG shares).

The equity component is intended to further strengthen the long-term focus of the Board in performing its duties and to align the Board members’ interests with those of SIG’s shareholders. Both the cash and equity elements are paid out on a quarterly basis in four equal installments. A three-year blocking period is applied to the SIG shares, expiring at the third anniversary of each allocation. During this blocking period shares cannot be sold, transferred, donated, pledged or otherwise disposed of. The approach is illustrated in Figure 8.

Figure 8: Compensation approach for the Board of Directors.

Compensation approach of the Board of Directors (Graphic)

Compensation awarded to the Board of Directors

The following tables summarize the compensation for 2024 and 2023 of the ten members (2023: nine members) of the Board, all of whom are non-executive members.

Table 1: Total compensation of the Board of Directors in 2024 (January 1 – December 31).icon check pink

Total compensation of the Board of Directors in 2024

Members of the Board of Directors during 2024

 

Board membership

 

ARC1

 

CC2

 

NGC3

 

TIC4

 

Settled in cash, CHF5

 

Settled in SIG shares,
CHF6

 

Social security payments, CHF7

 

Total compensation earned in 2024, CHF

Andreas Umbach

 

Chair

 

 

 

 

 

Chair8

 

 

 

330,0009

 

220,019

 

33,322

 

583,341

Werner Bauer

 

⬤

 

⬤10

 

Chair10

 

⬤

 

⬤

 

141,231

 

94,185

 

13,576

 

248,992

Wah-Hui Chu

 

⬤

 

 

 

⬤

 

⬤11

 

 

 

116,820

 

77,924

 

–

 

194,744

Thomas Dittrich12

 

⬤

 

⬤12

 

 

 

 

 

 

 

82,400

 

54,976

 

9,781

 

147,157

Mariel Hoch

 

⬤

 

⬤

 

Chair13

 

Chair13

 

 

 

144,000

 

96,048

 

16,735

 

256,783

Florence Jeantet

 

⬤

 

⬤

 

 

 

⬤14

 

⬤

 

127,531

 

85,065

 

–

 

212,596

Laurens Last

 

⬤

 

 

 

 

 

 

 

⬤

 

111,051

 

74,076

 

13,306

 

198,433

Abdallah al Obeikan

 

⬤

 

 

 

 

 

 

 

Chair

 

121,480

 

81,026

 

14,391

 

216,897

Martine Snels

 

⬤

 

⬤

 

 

 

⬤

 

⬤

 

135,051

 

90,075

 

–

 

225,126

Matthias Währen

 

⬤

 

Chair

 

⬤

 

 

 

 

 

144,000

 

96,048

 

13,865

 

253,913

Total

 

 

 

 

 

 

 

 

 

 

 

1,453,564

 

969,442

 

114,976

 

2,537,982

1

Audit and Risk Committee.

2

Compensation Committee.

3

Nomination and Governance Committee.

4

Technology and Information Committee. This committee was officially established as of the AGM in April 2024. Respective committee fees disclosed reflect the period from April 23, 2024 to December 31, 2024.

5

Represents gross amounts paid, prior to any deductions such as employee social security and income withholding tax.

6

Represents gross amounts settled in blocked SIG shares, prior to any deductions such as employee social security and income withholding tax. The number of blocked SIG shares is determined by dividing each Board member’s individual compensation amount (settled in shares) for one award cycle by the volume-weighted average closing price of a share on the SIX Swiss Exchange over the last 10 trading days of the second month of the quarter plus the first 10 trading days of the third month of the quarter for which the blocked SIG shares are granted.

7

Employer social security contributions.

8

Andreas Umbach stepped down from the mandate as Chair of the Nomination and Governance Committee as of the Annual General Meeting on April 23, 2024.

9

Includes employer pension contributions of CHF 41,440 funded by the Chair through a reduction of the cash portion of the fee.

10

Werner Bauer stepped down as a member of the Audit and Risk Committee and was elected as member of the Compensation Committee at the Annual General Meeting on April 23, 2024. He was appointed as Chair of the Committee by the Board of Directors on the same date. The respective numbers disclosed reflect the remuneration as a member of the Audit and Risk Committee for the period from January 1, 2024 to April 23, 2024 and the remuneration as Chair of the Compensation Committee for the period from April 23, 2024 to December 31, 2024.

11

Wah-Hui Chu stepped down as a member of the Nomination and Governance Committee as of the Annual General Meeting 2024. The respective numbers disclosed reflect the remuneration as a member of the Nomination and Governance Committee for the period from January 1, 2024 to April 23, 2024.

12

Thomas Dittrich was elected as a member of the Board at the Annual General Meeting on April 23, 2024 and was appointed as a member of the Audit and Risk Committee on the same date. The respective numbers disclosed reflect the remuneration as a member of the Board of Directors and a member of the Audit and Risk Committee for the period from April 23, 2024 to December 31, 2024.

13

Mariel Hoch stepped down as Chair of the Compensation Committee and took over the Chair position in the Nomination and Governance Committee as of the Annual General Meeting on April 23, 2024. The respective numbers disclosed reflect the remuneration as Chair of the Compensation Committee for the period from January 1, 2024 to April 23, 2024 and the remuneration as Chair of the Nomination and Governance Committee for the period from April 23, 2024 to December 31, 2024.

14

Florence Jeantet became a member of the Nomination and Governance Committee at the Annual General Meeting on April 23, 2024. The respective numbers disclosed reflect the remuneration as a member of the Nomination and Governance Committee for the period from April 23, 2024 to December 31, 2024.

Table 2: Total compensation of the Board of Directors in 2023 (January 1 – December 31).icon check pink

Total compensation of the Board of Directors in 2023

Members of the Board of Directors during 2023

 

Board membership

 

ARC1

 

CC2

 

NGC3

 

Settled in cash, CHF4

 

Settled in SIG shares,
CHF5

 

Social security payments,
CHF6

 

Total compensation earned in 2023, CHF

Andreas Umbach

 

Chair

 

 

 

 

 

Chair

 

330,0007

 

220,044

 

33,323

 

583,367

Werner Bauer

 

⬤

 

⬤

 

 

 

⬤

 

129,000

 

86,045

 

12,304

 

227,349

Wah-Hui Chu

 

⬤

 

 

 

⬤

 

⬤

 

123,000

 

82,042

 

–

 

205,042

Mariel Hoch

 

⬤

 

⬤

 

Chair8

 

 

 

139,426

 

93,025

 

16,260

 

248,711

Florence Jeantet

 

⬤9

 

 

 

 

 

 

 

73,269

 

48,873

 

–

 

122,142

Laurens Last

 

⬤

 

 

 

 

 

 

 

105,000

 

70,047

 

12,677

 

187,724

Abdallah al Obeikan

 

⬤

 

 

 

 

 

 

 

105,000

 

70,047

 

12,677

 

187,724

Martine Snels

 

⬤

 

⬤

 

 

 

⬤

 

129,00010

 

86,045

 

13,539

 

228,583

Matthias Währen

 

⬤

 

Chair

 

⬤11

 

 

 

141,256

 

94,232

 

13,580

 

249,068

Colleen Goggins

 

⬤12

 

 

 

Chair12

 

 

 

39,338

 

26,259

 

–

 

65,59612

Total

 

 

 

 

 

 

 

 

 

1,314,288

 

876,659

 

114,359

 

2,305,306

1

Audit and Risk Committee.

2

Compensation Committee.

3

Nomination and Governance Committee.

4

Represents gross amounts paid, prior to any deductions such as employee social security and income withholding tax.

5

Represents gross amounts settled in blocked SIG shares, prior to any deductions such as employee social security and income withholding tax. The number of blocked SIG shares is determined by dividing each Board member’s individual compensation amount (settled in shares) for one award cycle by the volume-weighted average closing price of a share on the SIX Swiss Exchange over the last 10 trading days of the second month of the quarter plus the first 10 trading days of the third month of the quarter for which the blocked SIG shares are granted.

6

Employer social security contributions.

7

Includes employer pension contributions of CHF 41,440 funded by the Chair through a reduction of the cash portion of the fee.

8

Mariel Hoch became Chair of the Compensation Committee as of the Annual General Meeting in April 2023. The respective numbers disclosed reflect the remuneration as member of the Committee for the period from January 1, 2023 to April 20, 2023 and the fee for remuneration as the Chair of the CC for the period from April 21, 2023 to December 31, 2023.

9

Florence Jeantet was elected as member of the Board at the Annual General Meeting in April 2023. The respective numbers disclosed reflect the period from April 21, 2023 to December 31, 2023.

10

Includes employer pension contributions of CHF 24,511 funded by the Member through a reduction of the cash portion of the fee.

11

Matthias Währen replaced Colleen Goggins as a member of the Compensation Committee as of the Annual General Meeting in April 2023. The respective numbers disclosed reflect the Committee remuneration for the period from April 21, 2023 to December 31, 2023.

12

Mandate until AGM 2023 – the compensation disclosed reflects the period from January 1, 2023 to April 20, 2023.

Reconciliation of compensation approved for and paid to the Board of Directors

The compensation level for the Board of Directors was unchanged compared with the previous compensation period. The overall total compensation paid to the Board of Directors in 2024 increased given the additional member on the Board of Directors as well as the establishment of the new Technology and Innovation Committee. The compensation levels for basic remuneration and the committee fees have remained at the same level versus previous years.

The reconciliation of the approved and granted amounts is illustrated in Figure 9.

Figure 9: Reconciliation of compensation of the Board of Directors.

Reconciliation of compensation of the Board of Directors (Graphic)
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