Annual Report 2022

7 Outlook

New Long-Term Incentive Plan for the members of the Executive Committee

In the reporting year, the Board of Directors dealt intensively with the question of how in the context of long-term compensation, the interests of the members of the Executive Committee can be optimally aligned with those of the shareholders. In the course of these deliberations, the Board of Directors decided to replace the two existing long-term incentive plans (Restricted Share Plan and Restricted Share Unit Plan) with a new plan that will apply to all members of the Executive Committee, including the CEO, starting in the 2023 financial year.

The new plan is a Performance Share Unit (PSU) Plan with a vesting period starting on the grant date (April 1 of each year; first grant date April 1, 2023) and ending after three years. 50% of the allocated PSUs are multiplied by a performance factor that reflects a defined EPS growth target over three financial years, and the remaining 50% are multiplied by a performance factor that reflects the total shareholder return (TSR) achieved over three years in relation to the corresponding TSR performance of all companies of the “Swiss Performance Index SPI® Industrials” (relative TSR). Both performance factors can lie between 0% and 200%. Correspondingly, this means that at the end of the vesting period, between 0% and 200% of the vested PSUs are converted into shares. For each vested PSU, the participant is entitled to one class A registered share. 60% of the transferred shares remain restricted for two years, bringing the total duration of the plan to five years.

Within the context of the introduction of the new plan, the Board of Directors has also decided to shift the composition of the compensation elements for the members of the Executive Committee (excluding the CEO) in favor of long-term share-based compensation, i.e. the new Long-Term Incentive Plan. Starting January 1, 2023, their compensation mix will be as follows:

The compensation mix for the CEO will remain unchanged in the 2023 financial year.

Report of the Statutory Auditor 6 Information on functions in other companies and associations