5 Compensation to the Executive Board

The following tables in Sections 5.1 and 5.3 show the compensation paid to the members of the Executive Board in the reporting year and in prior year, including the respective highest individual compensation. In addition, the compensation for the current CEO will also be indicated for the reporting year.

5.1 Compensation of the Executive Board for the 2024 financial year

5.2 Disclosure of performance in the reporting year

5.2.1 Performance relating to short-term variable compensation

The short-term variable compensation for members of the Executive Committee Board (excluding the current CEO) amount to 29% of the variable target compensation in the reporting year (prior year: 77%), while the individual percentage values fall between 21% and 50% (prior year: between 60% and 89%). Meanwhile, the short-term variable compensation for members of the Executive Committee Board (excluding the current CEO) amount to 15% of the fixed base salaries in the reporting year, while the individual percentage values are between 10% and 23% (prior year: between 27% and 49%).

At the Bystronic Group level, the payout factors for each performance parameter are as follows for the reporting year:

The payout factors for the financial group targets all fall below the threshold values. The clear target value shortfall has the following primary causes:

• A 30% decrease in sales revenue compared to the prior year due to the following circumstances and errors:
  • A globally weak economic situation due to macroeconomic uncertainty and geopolitical risk.
  • Generally cautious investment activity among customers, mainly due to existing overcapacity.
  • Internal challenges in the implementation of comprehensive solutions and losses in customer satisfaction.
• Insufficient adjustment of costs and capacities to decreased sales.

With respect to the group-wide ESG targets, which have an 8% weighting, the payout factor comes to 113% (prior year: 125%). In particular, the 9% reduction in CO₂ from scope 3 emissions compared to the prior year was rewarded.

For the individual qualitative targets, which have a 12% weighting, the payout factors fall between 100% and 120% (prior year: 88% and 114%).

5.2.2 Performance relating to long-term share-based compensation

Due to the allocation of PSUs for the first time in the prior year, there are no KPIs relevant to long-term share-based compensation for the 2024 financial year. The EPS and rTSR factors achieved will be reported after the end of the vesting period (i.e. in the 2026 Annual Report for the first time).

5.3 Compensation of the Executive Board for the 2023 financial year

5.4 Development of compensation paid to the Executive Board

The total compensation for the Executive Board decreased by CHF 625,700 in the reporting year compared to the prior year, with the total CEO compensation increasing by CHF 476,200 compared to the prior year, and the compensation for the rest of the Executive Board decreasing by CHF 1,101,900.

The increase in CEO compensation is the result of Domenico Iacovelli joining the company on June 1, 2024, and Alex Waser formally resigning on December 31, 2024; thus, the compensation disclosed for the reporting year is for 1.6 FTE (prior year: 1.0 FTE). The reduction in compensation for the rest of the Executive Board compared to the prior year can be attributed to a decrease in the number of FTE by 2.0 and to the significantly lower payments under the Short Term Incentive (STI) Plan. The short-term variable compensation for the rest of the members of the Executive Board (excluding the former and current CEO) amounts to 34% of the variable target compensation in the reporting year (prior year: 74%). The contractual total target compensation for all current members of the Executive Board remained the same as that of the prior year.

5.5 Propriety of compensation paid to the Executive Board

For the 2024 financial year, the active and former members of the Executive Baord received total compensation and benefits amounting to CHF 4.7 million (prior year: CHF 5.3 million). This complied with the maximum total compensation for the Executive Baord of CHF 7.5 million approved at the Annual General Meeting in April 2023.

The compensation paid out is in accordance with Swiss law and the law of the country of employment, the provisions of the Articles of Association, and internal regulations.

On December 31, 2024, there were no open loan or credit contracts between the company and members of the Executive Board or related third parties.

5.6 Overview of LTI plans: disclosure of outstanding and settled entitlements

5.6.1 Restricted Share Plan (RSP)

The following table provides an overview of the previously allocated Performance Share Units (PSU) and shows the development of the value of allocated PSUs during the three-year vesting period (provided this has already ended).

5.6.2 Restricted Share Unit Plan (RSU)

The plan was in effect for members of the Executive Board, excluding the former CEO, up until the 2022 financial year. The number of RSUs allocated was contingent upon the achievement of an EPS target. For a more detailed description of the plan, please refer to the 2022 Compensation Report.

The following table provides an overview of the allocation of Restricted Share Units (RSU) since 2019 and shows the development of the value of allocated RSUs during the three-year vesting period (provided this has already ended).

5.6.3 Restricted Share Plan (RSP)

The plan was in effect for the former CEO up until the 2022 financial year. The number of shares transferred was contingent upon the achievement of an EPS target. The shares were transferred in the respective following year. For a more detailed description of the plan, please refer to the 2022 Compensation Report.

The following table provides an overview of the allocation of restricted shares since 2018 and shows the development of the value of allocated shares during the four-year blocking period (provided this has already ended). The final restricted shares will be released on March 31, 2026.