3 Remuneration structure and remuneration in the 2024 financial year
3.1 Board of Directors
The members of the Board of Directors receive fixed, non-performance-related remuneration that is based on their role and activities on the committees of the Board of Directors. They can choose whether to receive all remuneration in cash or in a combination of cash and shares. The cash component of the remuneration is usually paid in December of the current financial year. For remuneration paid in shares, the number of shares is calculated based on the average market value of the Rieter share on the first ten trading days of the new financial year, minus an amount of approximately 16.0380 percent as set by the Federal Tax Administration to account for the vesting period. The shares are transferred on the following trading day. The shares are restricted for a period of three years from the date of transfer. Rieter Holding Ltd. covers the statutory employer contributions for social security, accident and illness. Members of the Board of Directors also receive an annual lump-sum expense allowance.
Remuneration types | CEO | RC1 | BoD2 |
Remuneration of members of the Board of Directors | proposes | approves |
1RC = Remuneration Committee
2BoD = Board of Directors
The total remuneration for the Board of Directors for the period up to the next annual general meeting will be submitted for approval at the 2025 Annual General Meeting.
3.1.1 Employment contracts
Employment and mandate contracts for members of the Board of Directors may be concluded for a fixed term of up to 12 months or for an indefinite term with a notice period of up to 12 months. Renewal is permitted.
The agreement of a non-competition clause for the period following the termination of an employment contract is permissible. To compensate such a non-competition clause, remuneration may be paid for a maximum of two years, the amount of which may not exceed a total of 50 percent of the last annual remuneration paid to that member.
3.1.2 Remuneration for the 2024 financial year
In the case of a new appointment to the Board of Directors, the remuneration is included from the date on which the member assumes the relevant position. The same applies to departures from the company.
No severance pay is provided for the Board of Directors under the regulations and none was paid out in the 2024 financial year.
The total remuneration paid to the Board of Directors in the 2024 financial year amounted to CHF 1 459 038 (2023: CHF 1 555 999) and was within the maximum remuneration of CHF 2 000 000 approved by the 2023 Annual General Meeting for that term.
Remuneration of the Board of Directors | CHF | |
Base remuneration Chairman | 300 000 | |
Vice Chairman | 120 000 | |
Members of the Board of Directors | 100 000 | |
Lead Independent Director | 20 000 | |
Member of a committee | 30 000 | Audit, Personnel and Remuneration Committee |
Chairwoman/Chairman of a committee | 50 000 | |
Fixed expenses for members of the Board of Directors | 20 000 | |
Fixed expenses for Chairman | 30 000 |
A total of 5 868 Rieter shares were allocated to four members of the Board of Directors on January 17, 2025, as part of their share option. The cost of these shares, amounting to CHF 513 920, was charged to the 2024 income statement.
3.1.3 External mandates of members of the Board of Directors
The following table lists all external mandates according to Art. 734e CO held during the financial year 2024 by members of the Board of Directors in comparable functions at other companies with an economic purpose within the meaning of Art. 626 para. 2 no. 1 CO (including companies belonging to the same group).
(Audited by KPMG) | Company name | Function | Membership in committees |
Thomas Oetterli | SFS Group AG | Chairman of the Board of Directors | |
Swissmem | Member of the Executive Committee | ||
Roger Baillod | BKW AG | Chairman of the Board of Directors | Member of the Personnel and Remuneration Committee |
Cascina Immobilien AG | Member of the Board of Directors | ||
Configest AG | Chairman of the Board of Directors | ||
Ed. Geistlich Söhne AG für chemische Industrie | Vice Chairman of the Board of Directors | Chairman of the Audit and Risk Committee | |
· Geistlich Pharma AG | Member of the Board of Directors | Chairman of the Audit and Risk Committee | |
Obere Au happy car AG | Member of the Board of Directors | ||
T/O AG | Member of the Board of Directors | ||
Peter Spuhler | Aebi Schmidt Holding AG | Chairman of the Board of Directors | |
Allreal Holding AG | Member of the Board of Directors | ||
Chesa Sül Spelm AG | Member of the Board of Directors | ||
DSH Holding AG | Vice Chairman of the Board of Directors | ||
European Loc Pool AG | Member of the Board of Directors | ||
Florhof Immobilien AG | Member of the Board of Directors | ||
PCS Holding AG | Chairman of the Board of Directors | ||
PMT Management AG | Member of the Board of Directors | ||
Rana Aps AG | Chairman of the Board of Directors | ||
Robert Bosch GmbH | Member of the Supervisory Board | ||
Robert Bosch Industrietreuhand KG | Limited Partner | ||
Sönmez Transformer Company (STS) | Member of the Board of Directors | ||
Stadler Rail AG | Chairman of the Board of Directors | Member of the Nomination and Compensation Committees, Chairman of the Strategy and Investment Committee | |
· Stadler Deutschland GmbH | Member of the Advisory Board | ||
· Stadler Signalling AG | Member of the Board of Directors | ||
| Member of the Board of Directors | ||
· Stadler US Inc. | Member of the Board of Directors | ||
· AngelStar S.r.l. | Member of the Board of Directors | ||
Wohnpark Promenade AG | Member of the Board of Directors | ||
LITRA | Member of the Executive Committee and Vice President | ||
Swissmem | Member of the Executive Committee | ||
Tele D | Member of the Board of Trustees | ||
Hans-Peter Schwald | Autoneum Holding AG | Chairman of the Board of Directors | Chairman of the Strategy and Sustainability Committee and member of the Audit, the Compensation and the Nomination Committee |
AVIA Vereinigung unabhängiger Schweizer Importeure und Anbieter von Energieprodukten, Genossenschaft | Chairman | ||
Dagda Consulting AG | Chairman of the Board of Directors | ||
DSH Holding AG | Member of the Board of Directors | ||
PCS Holding AG | Member of the Board of Directors | ||
Rehaklinik Tschugg | |||
· Retsch Holding AG | Member of the Board of Directors | ||
· Rehaklinik Tschugg AG | Chairman of the Board of Directors | ||
Stadler Rail AG | Vice Chairman of the Board of Directors | Member of the Nomination, Compensation and Audit Committee | |
· Stadler Bussnang AG | Chairman of the Board of Directors | ||
· Stadler Rail Management AG | Chairman of the Board of Directors | ||
· Stadler Rail Valencia S.A.U. | Member of the Board of Directors | ||
· Stadler Rheintal AG | Chairman of the Board of Directors | ||
· Stadler Stahlguss AG | Vice Chairman of the Board of Directors | ||
· Stadler Winterthur AG | Member of the Board of Directors | ||
Valfor Attorneys-at-law Association | Chairman of the Board | ||
VAMED Schweiz | |||
· Rehaklinik Dussnang AG | Chairman of the Board of Directors | ||
· Rehaklinik Seewis AG | Chairman of the Board of Directors | ||
· Rehaklinik Zihlschlacht AG | Chairman of the Board of Directors | ||
| Chairman of the Board of Directors | ||
| Chairman of the Board of Directors | ||
ZSC Lions Arena Immobilien AG | Chairman of the Board of Directors | ||
Carl Illi | CWC Textil AG | Chairman of the Board of Directors | |
Schweizerische Textilfachschule Genossenschaft | Member of the Board of Directors | ||
Swisstulle AG | Chairman of the Board of Directors | ||
· Swisstulle Co. UK Ltd. | Chairman of the Board of Directors | ||
· Swisstulle Qingdao Ltd. | Member of the Board of Directors | ||
economiesuisse | Member of the Board Committee | ||
Swiss Textiles – Textilverband Schweiz | Chairman | ||
Bremer Baumwollbörse | Member of the Board of Directors | ||
Zürcher Handelskammer (ZHK) | Member of the Board of Directors | ||
Sarah Kreienbühl | Kühne+Nagel International AG | Member of the Group Management Board | |
Schweizerische Management Gesellschaft | President | ||
Daniel Grieder | Fountain Holding SA | Member of the Board of Directors | |
HUGO BOSS AG | Chief Executive Officer | ||
Jennifer Maag | Artemis Holding AG | Chairwoman of the Board of Directors | |
Kardex Holding AG | Member of the Board of Directors | Chairwoman of the Audit Committee and the ESG Steering Group | |
Weidmann Holding AG | Member of the Board of Directors | ||
Capital Concepts International AG | Chairwoman of the Board of Directors | ||
UZH Foundation (University of Zurich Foundation) | Member of the Board of Trustees | Member of the Investment Committee |
The external mandates held by the members of the Board of Directors in the previous year are published in the 2023 Annual Report under this link on pages 68 and 69.
3.1.4 Shares held by the Board of Directors
The following table provides information on the Rieter shares held by members of the Board of Directors as at December 31, 2024 and December 31, 2023:
(Audited by KPMG) | Number of shares as of December 31, 2023 | Number of shares as of December 31, 2024 |
Thomas Oetterli1 | 3 005 | 8 304 |
Roger Baillod | 3 347 | 3 992 |
Peter Spuhler | 1 547 860 | 1 547 860 |
Hans-Peter Schwald | 8 217 | 8 217 |
Carl Illi | 2 597 | 3 370 |
Sarah Kreienbühl | 0 | 965 |
Daniel Grieder | 2 100 | 2 100 |
Jennifer Maag, from April 17, 2024 | – | - |
Bernhard Jucker, until April 17, 2024 | 15 327 | 19 537 |
Total | 1 582 453 | 1 594 345 |
1The total number of shares is listed both under the Board of Directors and the Group Executive Committee.
3.1.5 Remuneration of the Board of Directors for the 2024 financial year
The total remuneration paid to the current members of the Board of Directors in the 2024 financial year amounts to CHF 1 459 038. The former chair of the Board of Directors received remuneration. At the 2023 Annual General Meeting, the Board of Directors was granted a maximum total remuneration of CHF 2 000 000 for the 2024 financial year, which means that its remuneration for 2024 is within the approved limit. No loans, credits, additional fees or remuneration that is not customary to the market were paid to the current or former members of the Board of Directors or parties related to them.
The total remuneration paid to members of the Board of Directors in the 2024 financial year comprised the following:
(Audited by KPMG) | Cash remuneration | Share allocation1 | Social benefits and other remuneration2 | Total 2024 | Expense allowance |
CHF | |||||
Thomas Oetterli, Chairman of the Board of Directors since April 17, 2024 | – | 283 133 | 17 233 | 300 366 | 26 667 |
Roger Baillod, Vice Chairman, Chair of the Audit Committee and Lead Independent Director | 190 000 | – | 11 260 | 201 260 | 20 000 |
Peter Spuhler | 100 000 | – | 5 500 | 105 500 | 20 000 |
Hans-Peter Schwald, Member of the Audit Committee, the Remuneration Committee and the Nomination Committee | 160 000 | – | 10 129 | 170 129 | 20 000 |
Carl Illi, Member of the Audit Committee | 86 667 | 51 117 | 9 882 | 147 666 | 20 000 |
Sarah Kreienbühl, Chairwoman of the Remuneration Committee and the Nomination Committee | 75 000 | 88 429 | 11 382 | 174 811 | 20 000 |
Daniel Grieder | 130 000 | – | 9 882 | 139 882 | 20 000 |
Jennifer Maag from April 17, 2024, Member of the Audit Committee | 86 667 | – | 6 588 | 93 255 | 13 333 |
Bernhard Jucker, Chairman of the Board of Directors until April 17, 2024 | – | 118 157 | 8 012 | 126 169 | 10 000 |
Members of the Board of Directors | 828 334 | 540 836 | 89 868 | 1 459 038 | 170 000 |
1The shares were valued at CHF 87.58 for the total remuneration. The amount is paid after deduction of social insurance contributions.
2Social contributions include the employer’s social security contributions as well as contributions for accident and illness insurance. Employees’ contributions are stated in the other compensation items.
The total remuneration paid to members of the Board of Directors in the 2023 financial year comprised the following:
(audited by KPMG) | Cash remuneration | Share allocation1 | Social benefits and other remuneration2 | Total 2023 | Expense allowance |
Thomas Oetterli | – | 117 931 | 7 488 | 125 419 | 13 333 |
Roger Baillod, Vice Chairman, Chair of the Audit Committee and Lead Independent Director | 120 000 | 59 032 | 12 512 | 191 544 | 20 000 |
Peter Spuhler | 130 000 | – | 9 752 | 139 752 | 20 000 |
Hans-Peter Schwald, Member of the Audit Committee, the Remuneration Committee and the Nomination Committee | 182 500 | – | 13 312 | 195 812 | 20 000 |
Carl Illi, Member of the Audit Committee | 100 000 | 70 787 | 11 872 | 182 659 | 20 000 |
Sarah Kreienbühl, Chairwoman of the Remuneration Committee and the Nomination Committee | 75 000 | 88 427 | 11 232 | 174 659 | 20 000 |
Daniel Grieder | 130 000 | – | 9 752 | 139 752 | 20 000 |
Bernhard Jucker, Chairman of the Board of Directors | – | 381 083 | 25 319 | 406 402 | 30 000 |
Members of the Board of Directors | 737 500 | 717 260 | 101 239 | 1 555 999 | 163 333 |
1The shares were valued at CHF 86.67 for the total remuneration. The amount is paid after deduction of social insurance contributions.
2Social benefits include the employer’s social security contributions as well as contributions for accident and illness insurance. Employees’ contributions are stated in the other compensation items.