Annual Report 2025

Compensation framework for the Board of Directors

Compensation overview for the Board of Directors

To emphasize the Board’s responsibility for independent oversight and supervision of SIG, all Board compensation is set as fixed, with no variable pay elements included.

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 2025, only the Chair, who stepped down at the AGM in April 2025, was insured via the Company’s pension plan and paid for the totality of the pension contributions. At the end of the reporting year, no member was insured via the Company’s pension plan. No additional compensation components such as lump-sum expenses or attendance fees are awarded to any member of the Board.

Apart from adding the compensation for the new Technology and Innovation Committee in 2024, 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 2025 and 2024 of the nine members (2024: ten members) of the Board, all of whom are non-executive members.

Table 1: Total compensation of the Board of Directors in 2025 (January 1 – December 31).

Total compensation of the Board of Directors in 2025

Members of the Board of Directors during 2025

 

Board membership

 

ARC1

 

CC2

 

NGC3

 

TIC4

 

Settled in cash, CHF5

 

Settled in SIG shares,
CHF6

 

Social security payments,
CHF7

 

Total compensation earned in 2025, CHF

Ola Rollén8

 

Chair8

 

 

 

 

 

 

 

 

 

240,247

 

160,176

 

26,085

 

426,508

Werner Bauer

 

⬤

 

 

 

Chair

 

⬤9

 

⬤

 

140,448

 

93,651

 

13,393

 

247,493

Niren Chaudhary10

 

⬤10

 

 

 

⬤10

 

⬤10

 

 

 

89,547

 

59,718

 

–

 

149,265

Thomas Dittrich

 

⬤

 

Chair11

 

 

 

⬤11

 

 

 

137,473

 

91,682

 

15,948

 

245,103

Mariel Hoch

 

⬤

 

⬤

 

 

 

Chair

 

 

 

144,000

 

96,026

 

16,622

 

256,648

Florence Jeantet

 

⬤

 

⬤

 

 

 

⬤12

 

⬤

 

131,448

 

87,642

 

–

 

219,090

Abdallah al Obeikan

 

⬤

 

 

 

 

 

 

 

Chair

 

129,000

 

86,023

 

15,072

 

230,095

Urs Riedener13

 

⬤13

 

⬤13

 

⬤13

 

 

 

 

 

93,915

 

62,628

 

10,973

 

167,516

Martine Snels

 

⬤

 

⬤14

 

 

 

⬤

 

⬤

 

127,080

 

84,733

 

–

 

211,812

Andreas Umbach15

 

Chair15

 

 

 

 

 

 

 

 

 

89,75316

 

59,855

 

8,832

 

158,439

Wah-Hui Chu15

 

⬤15

 

 

 

⬤15

 

⬤15

 

 

 

31,006

 

20,687

 

–

 

51,693

Laurens Last15

 

⬤15

 

 

 

 

 

 

 

⬤15

 

31,006

 

20,687

 

3,679

 

55,372

Matthias Währen15

 

⬤15

 

Chair15

 

⬤15

 

 

 

 

 

39,165

 

26,117

 

3,674

 

68,956

Total

 

 

 

 

 

 

 

 

 

 

 

1,424,086

 

949,626

 

114,278

 

2,487,990

1

Audit and Risk Committee.

2

Compensation Committee.

3

Nomination and Governance Committee.

4

Technology and Innovation Committee.

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

Ola Rollén was elected as Chair of the Board at the Annual General Meeting on April 8, 2025. The respective numbers disclosed reflect the remuneration as Chair of the Board of Directors for the period from April 8, 2025 to December 31, 2025.

9

Werner Bauer stepped down as a member of the Nomination and Governance Committee at the Annual General Meeting on April 8, 2025. The respective numbers disclosed reflect the remuneration as a member of the Nomination and Governance Committee for the period from January 1, 2025 to April 8, 2025.

10

Niren Chaudhary was elected as a member of the Board and a member of the Compensation Committee at the Annual General Meeting on April 8, 2025 and was appointed as a member of the Nomination and Governance 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 Compensation Committee as well as a member of the Nomination and Governance Committee for the period from April 8, 2025 to December 31, 2025.

11

Thomas Dittrich was appointed as the Chair of the Audit and Risk Committee and as a member of the Nomination and Governance Committee at the Annual General Meeting on April 8, 2025. The respective numbers disclosed reflect the remuneration as a member of the Audit and Risk Committee for the period from January 1, 2025 to April 8, 2025 and as a Chair of the Audit and Risk Committee and as a member of the Nomination and Governance Committee for the period of April 8, 2025 to December 31, 2025.

12

Florence Jeantet stepped down as a member of the Nomination and Governance Committee at the Annual General Meeting on April 8, 2025. The respective numbers disclosed reflect the remuneration as a member of the Nomination and Governance Committee for the period from January 1, 2025 to April 8, 2025.

13

Urs Riedener was elected as a member of the Board and a member of the Compensation Committee at the Annual General Meeting on April 8, 2025 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 Compensation Committee as well as a member of the Audit and Risk Committee for the period from April 8, 2025 to December 31, 2025.

14

Martine Snels stepped down as a member of the Audit and Risk Committee at the Annual General Meeting on April 8, 2025. The respective numbers disclosed reflect the remuneration as a member of the Audit and Risk Committee for the period from January 1, 2025 to April 8, 2025.

15

Andreas Umbach, Wah-Hui Chu, Laurens Last and Matthias Währen stepped down as members of the Board and the respective Committees at the Annual General Meeting on April 8, 2025. The respective numbers disclosed reflect the remuneration for the period from January 1, 2025 to April 8, 2025.

16

Includes employer pension contributions of CHF 13,813 funded by the former Chair through a reduction of the cash portion of the fee.

Table 2: Total compensation of the Board of Directors in 2024 (January 1 – December 31).

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

 

⬤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 Innovation 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.

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

The overall total compensation paid to the Board of Directors in 2025 slightly decreased given the reduction of members of the Board of Directors, effective with the AGM 2025. 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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