Remuneration Executive Board 2022

The remuneration of the Executive Board for the business year 2022 comprises the fixed remuneration as well as the short-term and long-term variable remuneration. In addition, there was a retention payment in the business year 2022. Due to individual agreements, there were no uniform entitlements to these various remuneration components.

The remuneration of the Executive Board in the business year 2022 amounted to a total of CHF 3,900,291 (including social insurance contributions, but excluding expense allowance). The expense allowance totaled CHF 145,000 in 2022 (previous year CHF 164,000). This amounts comprise all remuneration for the reporting year 2022.

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A number of members of the Executive Board are also on the Board of Directors of Group companies. No extra remuneration is paid for the exercise of these mandates within the Group.

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Remuneration 2022

2022, in CHF (audited)

Fixed remuneration gross 1)

Short-term variable remuneration gross 2)

Long-term variable remuneration gross 3)

Total

Social insurance contributions 4)

Sum total incl. social insurance contributions

Marc Spiegler 5)

616 294

325 000

0

941 294

101 269

1 042 563

Other members 6) 7)

2 000 524

200 372

340 000

2 540 896

316 832

2 857 728

Total

2 616 818

525 372

340 000

3 482 190

418 101

3 900 291

1) Includes basic salary, retention payments for the business years 2021 and 2022 (additional amount of CHF 520'000 approved by the AGM on 28.04.2021) and other remuneration (family allowances, miscellaneous).

2) Short-term Incentive (STI) for the business year 2022, excluding social insurance contributions made by the company.

3) Long-term Incentive (LTI), grant amount in the business year 2022 for the period 2022-2024 (additional amount of CHF 700'000 approved by the AGM on 23.05.2022).

4) Includes employer's contribution to social security and pension fund. Includes employer’s social security contributions for 2022 to the extent that they may result in a potential entitlement. Additional contributions that do not result in an increase of the entitlement are excluded (additional contributions excluded from the amount above in 2022: CHF 162,638 of which CHF 51,272 relate to the highest paid member of the Executive Board).

5) Member of the Executive Board until 06.11.2022, employed until 31.10.2021.

6) Florian Faber (until 30.06.2022 CEO Live Marketing Solutions, as of 01.07.2022 new employment contract as Group CEO), Michael Hüsler, Andreas Eggimann (member of the Executive Board until 01.08.2022, employed until 31.03.2023), Beat Zwahlen (Group CEO a.i. and member of the Executive Board until 30.06.2022, employed until 31.03.2023).

7) This amount includes a retroactive payment to Bernd Stadelwieser (former CEO) of CHF 100,000 related to the performance year 2020.

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For consultancy work by former Executive Board members, MCH Group paid fees totaling CHF 3,221.20 in 2022 (incl. VAT).

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Explanations on Remuneration 2022

The fixed remuneration of the Executive Board members has not been increased compared to the previous year. The amount of fixed remuneration for the business year 2022 also includes the retention payment to which several members of the Executive Board were entitled on the basis of corresponding agreements.

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The Group CEO and Group CFO as well as the CEO Art Basel were entitled to a short-term variable remuneration for the business year 2022. This was based on the individual performance according to the previous regulations and/or an individual agreement.

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The long-term variable remuneration includes the LTI grant amount for the members of the Executive Board for the business year 2022 (LTI 2022-2024). One third of the 2022 LTI grant is subject to a one-year vesting period; this third will be paid out in the business year 2023 in the form of shares. A further third is subject to a two-year vesting period and the final third to a full three-year vesting period.

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For the members of the Executive Board, the short-term and long-term variable remuneration amounted to between 28 % and 37 % of the total annual remuneration.

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No sign-on bonuses nor severance payments were paid to members of the Executive Board. As in the previous year, no loans or credit were granted to the Executive Board in the reporting year. There are no such loans or credit outstanding as of 31.12.2022. As in the previous year, no suretyships (sureties, guarantees) were awarded to members of the Executive Board in the reporting year. There are no such suretyships outstanding as of 31.12.2022.

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No loans or credits have been granted to related parties of members of the Executive Board or to former members of the Executive Board at non-armʼs length conditions or are outstanding as of the end of fiscal year 2022.

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Details of shares in MCH Group Ltd. that are held by members of the Executive Board may be found in the “Corporate Governance” section of the Annual Report under “Executive Board”.
– Online: Link
– Download pdf: Page 76

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Resolutions and Motions AGM

Fixed Remuneration

The Annual General Meeting of 28.04.2021 approved the maximum aggregate amount of CHF 2,800,000 as fixed remuneration of the Executive Board for the business year 2022. It also approved the maximum amount of CHF 520,000 as retention payment for several members of the Executive Board.

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The fixed remuneration for the business year 2022 is below the maximum aggregate amount of fixed remuneration approved by the Annual General Meeting. The retention payment is equal to the approved amount.

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The Annual General Meeting of 04.05.2023 will be asked to approve the maximum aggregate amount of CHF 1,500,000 as fixed remuneration of the Executive Board for the business year 2024.

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Short-term Variable Remuneration (STI)

The Annual General Meeting of 04.05.2023 will be asked to approve the amount of CHF 525,372 as the short-term variable remuneration (STI) of the Executive Board for the business year 2022.

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Long-term Variable Remuneration (LTI)

The Annual General Meeting of 23.05.2022 approved the maximum aggregate amounts of CHF 700,000 for the business year 2022 and CHF 1,100,000 for the business year 2023 for the LTI of the members of the Executive Board.

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The LTI grant in the business year 2022 is below the maximum aggregate amount approved by the Annual General Meeting.

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The Annual General Meeting of 04.05.2023 will be asked to approve the  maximum aggregate amount of CHF 340,000 for the LTI of the Executive Board for the business year 2024.

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Remuneration 2021

The complete Remuneration Report 2021 of MCH Group Ltd. is available on the MCH Group website under “Investors” | “Reports”: 
– Link: https://www.mch-group.com/en/investors/reports/

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2021, in CHF (audited)

Fixed remuneration gross 1)

Short-term variable remuneration gross 2)

Long-term variable remuneration gross 3)

Total

Social insurance contributions 4)

Sum total incl. social insurance contributions

Beat Zwahlen (Group CEO) 5)

603 302

0

0

603 302

97 602

700 904

Other members 6)

1 589 381

0

0

1 589 381

302 119

1 891 500

Total

2 192 683

0

0

2 192 683

399 721

2 592 404

1) Includes basic salary and other remuneration (family allowances, miscellaneous)

2) Short-term Incentive (STI) for the business year 2021.

3) Long-term Incentive (LTI), grant amount in the business year 2021.

4) Includes employer's contribution to social security and pension fund. Includes employer’s social security contributions for 2021 to the extent that they may result in a potential entitlement. Additional contributions that do not result in an increase of the entitlement are excluded (additional contributions excluded from the amount above in 2021: CHF 76,419 of which CHF 30,734 relate to the highest paid member of the Executive Board).

5) Until 15.01.2021 Group CFO, as of 15.01.2021 new employment contract as Group CEO a.i.

6) Andreas Eggimann, Florian Faber, Michael Hüsler (appointment as of 15.01.2021), Marc Spiegler, Bernd Stadlwieser (until 15.01.2021 Group CEO, employed until 31.07.2021)