Annual Report 2023

Compensation Report

This report sets out the principles, programs, and the governance framework for the compensation of the Board of Directors and members of the Executive Committee of the Bystronic Group. In addition, the report contains detailed information on the compensation programs and compensation paid to the Board of Directors for the 2023/2024 term of office and to the Executive Committee for the 2023 financial year.

The report conforms to the relevant regulatory provisions, i.e. the revised law on companies limited by shares1, the SIX Swiss Exchange Directive on Information relating to Corporate Governance, and the Swiss Code of Best Practice for Corporate Governance published by the Swiss corporate union economiesuisse.

  1.  The revised law on companies limited by shares superseded the provisions of the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (ERCO) and has been in effect since January 1, 2023.

1 Compensation at a glance

1.1 Compensation of the Board of Directors

The total compensation and benefits of the Board of Directors (BoD), consisting of eight members, for the 2023/2024 term of office was comprised as shown below and will be paid out no later than ten days after the Annual General Meeting on April 17, 2024.

The shares remain restricted for a period of four years from the date of transfer. In total, 1,133 class A registered shares will be transferred to the members of the Board of Directors in April 2024, at a share price of CHF 465.27 (average share price from November 1, 2023, to January 31, 2024).

In order to ensure the independence of the members of the Board of Directors in the exercise of their supervisory function, their compensation does not contain any performance-related elements.

1.2 Compensation of the Executive Committee

The Executive Committee consisted of the same eight members in the first half of the reporting year. John-Paul Surdo joined the committee as an additional member, on June 26, 2023, as the successor to Robert St. Aubin (President Region Americas), who, in turn, retired on December 31, 2023. The information below incorporates the total compensation of the Executive Committee, including John-Paul Surdo and Robert St. Aubin, for the reporting year.

For information on performance during the reporting year, please refer to Section 5.2.

A new Long-Term Incentive Plan (LTI) was introduced in the reporting year. This replaces both plans previously in use. The new plan is a Performance Share Unit (PSU) Plan. The performance criteria are profit growth and total shareholder return in relation to the companies of the “Swiss Performance Index SPI® Industrials”. Annual grants are allocated to the members of the Executive Committee. The performance period is three years. The number of allocated PSUs is multiplied by a factor between 0% and 200%, depending on results achieved during the performance period to determine the number of owed shares. The fair value of PSUs allocated on April 1, 2023, to members of the Executive Committee amounts to CHF 910,000 in total, of which CHF 242,000 are for the CEO.

2 Governance framework for compensation Report of the Human Resources Committee