3 Remuneration structure and remuneration in the 2025 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 2026 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 2025 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 2025 financial year.
The total remuneration paid to the Board of Directors in the 2025 financial year amounted to CHF 1 223 456 (2024: CHF 1 459 038) and was within the maximum remuneration of CHF 2 000 000 approved by the 2024 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 62 345 Rieter shares were allocated to two members of the Board of Directors on January 19, 2026, as part of their share option. The cost of these shares, amounting to CHF 206 986, was charged to the 2025 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 2025 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 | ||
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 | Member 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 | ||
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 | ||
Sarah Kreienbühl | Kühne + Nagel International AG | Member of the Group Management Board | |
Bauwerk Group AG | Member of the Board of Directors | Chairwoman of the Nomination and Compensation Committee | |
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 | ||
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 2024 Annual Report under this link on pages 113 to 115.
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, 2025 and December 31, 2024:
(Audited by KPMG) | Number of shares as of December 31, 2024 | Number of shares as of December 31, 20252 |
Thomas Oetterli1 | 8 304 | 467 199 |
Roger Baillod | 3 992 | 103 142 |
Peter Spuhler | 1 547 860 | 45 076 952 |
Hans-Peter Schwald | 8 217 | -3 |
Carl Illi | 3 370 | 101 972 |
Sarah Kreienbühl | 965 | 49 920 |
Daniel Grieder | 2 100 | 31 100 |
Jennifer Maag | - | 11 250 |
Total | 1 574 808 | 45 841 535 |
1The total number of shares is listed both under the Board of Directors and the Group Executive Committee.
2Shareholdings have increased following the subscription rights offering.
3Hans-Peter Schwald resigned from the Board of Directors at the end of April 2025, which is why his shares will no longer be reported as of December 31, 2025.
3.1.5 Remuneration of the Board of Directors for the 2025 financial year
The total remuneration paid to the current members of the Board of Directors in the 2025 financial year amounts to CHF 1 223 486. At the 2024 Annual General Meeting, the Board of Directors was granted a maximum total remuneration of CHF 2 000 000 for the 2025 financial year, which means that its remuneration for 2025 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 2025 financial year comprised the following:
(Audited by KPMG) | Cash remuneration3 | Share allocation1 | Social benefits and other remuneration2 | Total 2025 | Expense allowance |
CHF | |||||
Thomas Oetterli, Chairman of the Board of Directors | 145 000 | 170 931 | 20 484 | 336 415 | 30 000 |
Roger Baillod, Vice Chairman, Lead Independent Director, Chairman of the Audit Committee, until end of April 2025, Member of the Nomination Committee and Remuneration Committee, since May 2025 | 166 667 | – | 9 743 | 176 410 | 20 000 |
Peter Spuhler | 90 000 | – | 4 759 | 94 759 | 20 000 |
Hans-Peter Schwald, Member of the Audit Committee, the Remuneration Committee and the Nomination Committee until end of April 2025 | 53 333 | – | 3 103 | 56 436 | 6 667 |
Carl Illi, Member of the Audit Committee | 120 000 | – | 9 121 | 129 121 | 20 000 |
Sarah Kreienbühl, Chairwoman of the Remuneration Committee and the Nomination Committee | 140 000 | – | 10 642 | 150 642 | 20 000 |
Daniel Grieder, Member of the Nomination Committee and the Remuneration Committee | 120 000 | – | 9 121 | 129 121 | 20 000 |
Jennifer Maag, Member of the Audit Committee until end of April 2025, Chairwoman of the Audit Committee, since May 2025 | 93 333 | 47 114 | 10 135 | 150 582 | 20 000 |
Members of the Board of Directors | 928 333 | 218 045 | 77 108 | 1 223 486 | 156 667 |
1The shares were valued at CHF 3.32 for the total remuneration. The amount is paid after deduction of social insurance contributions.
2The social benefits include the employer’s contributions to the social insurance schemes. Employees’ contributions are stated in the other compensation items.
3The members of the Board of Directors holding their mandate as of December 31, 2025, are waiving CHF 10 000 of their base remuneration.
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.