Compensation Governance
This Compensation Report outlines the governance principles, structure, and elements of the compensation framework at SMG Swiss Marketplace Group Holding AG and its subsidiaries (collectively referred to as SMG or the Group). It provides information on the compensation of the Board of Directors and the Executive Leadership Team (ELT) for the period between 19 September 2025 (IPO date) and 31 December 2025. This report has been prepared in accordance with Swiss laws and regulations. It complies with the Swiss Code of Obligations, in particular Articles 734–734f, the SIX Directive on Information relating to Corporate Governance and takes into account the Swiss Code of Best Practice for Corporate Governance issued by the Swiss Business Federation (economiesuisse).
Overview of Compensation Governance Structure
The compensation governance structure of the Group is shaped by three main bodies: the Board of Directors, the Nomination and Compensation Committee (NCC), and the shareholders of SMG Swiss Marketplace Group Holding AG (SMG Holding or the Company) who participate through the Annual General Meeting (AGM). Their duties and responsibilities are outlined in the Articles of Association along with the NCC Charter. The Articles of Association include specific provisions regarding compensation and are available on the Company‘s website. They are, as well as any amendments thereto, subject to approval by the shareholders at the Annual General Meeting.
Key provision | Summary | |
|---|---|---|
Votes on compensation (Article 13) | Each year, the Annual General Meeting shall approve separately and bindingly, on the proposals of the Board of Directors regarding the maximum aggregated compensation for the Board of Directors for the ensuing term of office and the maximum aggregated compensation for the Executive Leadership Team for the following financial year. | |
Principles relating to the compensation of the members of the Board of Directors (Article 25) and of the Executive Leadership Team (Article 26) | Members of the Board of Directors receive fixed compensation, while members of the Executive Leadership Team receive fixed and variable compensation. The variable compensation may include short-term and long-term compensation components which depend on the achievement of targets set in advance by the Board of Directors. | |
Loans and credits for Board of Directors and Executive Leadership Team (Article 28) | Loans and credits may be granted to former and current members of the Board of Directors and the Executive Leadership Team. | |
Additional amount of compensation for new members of the Executive Leadership Team (Article 29) | The Group shall be authorised to pay or grant additional compensation to members of the Executive Leadership Team during previously approved compensation periods, but no more than 50% of the aggregated total compensation for the Executive Leadership Team last approved. |
Role of the Shareholders
In accordance with the Company’s Articles of Association, the Board of Directors will submit three separate compensation-related resolutions for shareholder approval at the 2026 Annual General Meeting.
Compensation Governance
The table below sets out the overall demarcation and delegation of responsibilities and powers regarding compensation matters between the CEO, the NCC, the Board of Directors, and the Annual General Meeting.
Compensation matter | CEO | Board Chair | NCC | Board | AGM | |||||
|---|---|---|---|---|---|---|---|---|---|---|
Compensation policy and principles | Proposes | Approves | ||||||||
Maximum aggregate compensation amounts of Board and ELT | Proposes | Reviews | Approves (binding vote) | |||||||
Compensation of Chairperson | Proposes | Approves | ||||||||
Individual compensation of Board members | Proposes | Approves | ||||||||
Compensation of CEO | Proposes | Reviews | Approves | |||||||
Individual compensation of ELT members | Proposes | Reviews | Approves | |||||||
Compensation Report | Proposes | Approves | Consultative vote |
Board of Directors and Executive Leadership Team
The Corporate Governance Report provides a comprehensive overview of the composition of the Board of Directors and the Executive Leadership Team, together with detailed information on the current members.
Nomination and Compensation Committee
Composition of the Nomination and Compensation Committee
The composition, election, and term of office of the members of the NCC are further described in the Corporate Governance Report. At the Extraordinary General Meeting on 9 September 2025, Jörn Nikolay, Malte Krüger, Pietro Supino, and Marc Walder were elected as members of the NCC for the term until the Annual General Meeting 2026. Jörn Nikolay was appointed by the Board of Directors as Chairperson of the committee.
Role and Activities of the Nomination and Compensation Committee
This section describes the activities of the NCC in relation to compensation matters during the reporting period. The general responsibilities of the NCC are described in greater detail in the Corporate Governance Report.
The Chairperson of the committee convenes the meetings of the NCC as often as required by the business needs of the Group, normally ahead of ordinary Board meetings. Since the NCC was only established at the time of the IPO on 19 September 2025 and has therefore served for just one quarter, it held one meeting in 2025, with full attendance by all members. During this initial meeting, the NCC agreed on the meeting timeline, the distribution of topics throughout the year as defined by the Charter, and the structure of the collaboration. The NCC discussed the creation of the Compensation Report and provided guidance on it. The committee also reviewed the settlement of the previous management incentive plan, for which the IPO was the trigger event. The Chairperson of the Board of Directors and members of the Executive Leadership Team do not take part in discussions relating to their own compensation or performance.
In 2025, SMG engaged HCM International Ltd for advisory services around compensation topics, in particular the Long-Term Incentive Plan (LTIP) and target setting. HCM International Ltd does not have other mandates from the Group.
Compensation Principles
The compensation framework of SMG is designed to attract, motivate, and retain top talent who drive performance, support the achievement of strategic objectives, and create sustainable shareholder value. It rewards outstanding performance and appropriately addresses underperformance, with results measured against defined targets and, for long-term compensation, relative to peers as well. To ensure long-term alignment with sustainable value creation for shareholders, there is greater weighting for the long-term component of variable compensation than the short-term component. The framework is reviewed periodically to ensure continued alignment with the Group’s strategy and prevailing market practices.
The compensation for the Board of Directors and the target compensation for the Executive Leadership Team are determined based on their respective roles and responsibilities, the experience required, and prevailing market pay practices. To support its compensation recommendations to the Board of Directors, the NCC benchmarks compensation of the Board of Directors and the Executive Leadership Team every two to three years. The compensation of the Board of Directors was benchmarked against Swiss cross-industry companies (excluding financial and real estate companies)1 of comparable size to reflect the defined responsibilities and powers of the Board of Directors. Regarding the compensation of the Executive Leadership Team, a market assessment was carried out based on Swiss companies of comparable size together with international peers from related industries, to reflect global pay practices and talent markets. The peer group consists of 27 companies located in Switzerland and abroad. The primary selection criteria for these companies were their size and their industry. As the number of comparable listed companies in Switzerland is limited, the peer group includes Swiss cross-industry companies (excluding financial and real estate companies)1 and relevant international industry peers2.