Compensation of the Board of Directors
Compensation Framework 2025
To support the role of the Board of Directors in providing independent oversight and supervision of SMG, the entire compensation for all members of the Board of Directors is fixed and does not include variable components.
The compensation structure for the Board of Directors comprises a fixed annual base fee and additional fixed annual committee fees for serving as Chairperson or member of a Board of Directors committee. Only ordinary Board of Directors members are eligible for additional committee fees. The compensation of the Chairperson of the Board consists of the annual base fee only. Mandatory employee social security contributions under the applicable laws of the relevant country are included in the compensation. There are no additional compensation elements such as pension contributions, lump sum expense allowances, or attendance fees.
The amounts of the annual base fee and the committee fees for the Chairperson and the respective member of the committee, as determined by the Board of Directors, are summarised below.
Overview of Board of Directors fees
in CHF thousand, gross | Annual base fee | Annual committee fees | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Risk and Audit | Nomination and Compensation | |||||||||
Chair | Member | Chair | Member | |||||||
Chairperson | 400 | No entitlement | No entitlement | No entitlement | No entitlement | |||||
Ordinary member | 130 | 40 | 20 | 40 | 20 | |||||
The total of the annual base fee and, where applicable, the annual committee fee(s) for each ordinary member of the Board of Directors is paid entirely in cash on a quarterly basis.
The Chairperson of the Board of Directors receives the annual base fee as 60% cash and 40% equity, granted in the form of blocked shares of the Company. The equity component is intended to further promote the long-term focus and to align the Chairperson’s interests with those of the Company’s shareholders. This means the shares are subject to a three-year blocking period that ends on the third anniversary of each allocation, during which the shares cannot be sold, transferred, donated, pledged, or otherwise disposed of. The cash component is paid quarterly in four equal instalments, whereas the blocked shares are granted at the beginning of the period at once.
Compensation for 2025
The following table summarises the compensation paid to the Board of Directors for the 2025 financial year, beginning on 19 September 2025. The Board of Directors consists of seven members, all of whom are non-executive.
No additional compensation was paid to the Board of Directors members beyond those shown in the table below.
Compensation of the Board of Directors (audited)
in CHF thousand | Board | RAC | NCC | Settled in cash1 | Settled in shares2 | Total Board fee | Social security contributions3 | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jörn Nikolay | Chairperson | Chairperson | 68 | 85 | 153 | - | 153 | |||||||||
Tracey Fellows | Member | Member | 43 | - | 43 | - | 43 | |||||||||
Malte Krüger | Member | Member | 43 | - | 43 | 3 | 46 | |||||||||
Stefan Räbsamen | Member | Chairperson | 48 | - | 48 | 3 | 51 | |||||||||
Barbara Stamm | Member | Member | 43 | - | 43 | - | 43 | |||||||||
Pietro Supino | Member | Member | 43 | - | 43 | - | 43 | |||||||||
Marc Walder | Member | Member | 43 | - | 43 | - | 43 | |||||||||
Total | 331 | 85 | 416 | 6 | 422 |
1Cash payments include employee social security contributions.
2Disclosed amount for blocked shares represents the full amount until next Annual General Meeting, based on estimated Annual General Meeting date; number of shares calculated using IPO offer price of CHF 46.
3Mandatory social security employer contributions, no pension insurance on Board fees; fees for Board members who represent major shareholders are paid to shareholding companies, therefore SMG does not make social security contributions.
In line with Swiss reporting requirements, 2025 compensation for the Board of Directors accrued prior to 19 September 2025 is not included in this Compensation Report.
Approved versus Awarded Total Compensation
At the Extraordinary General Meeting held on 9 September 2025, the shareholders approved a total compensation amount of CHF 1,300 thousand for the Board of Directors for the term from the IPO date on 19 September 2025 until the Annual General Meeting in 2026.
The table below shows the amount paid for the financial year 2025 from the IPO date until 31 December 2025 (a) and the expected compensation from 1 January 2026 until the Annual General Meeting 2026 (b). The overall amount of CHF 816 thousand is within the approved budget for the term of CHF 1,300 thousand (c).
in CHF thousand | Compensation paid in financial year 2025 (a) | Compensation accrued 1 Jan 2026 to AGM 2026 (b) | Total compensation earned for the term (a+b) | Total amount approved by shareholders (c) | ||||
|---|---|---|---|---|---|---|---|---|
Term IPO - AGM 2026 | 422 | 394 | 816 | 1,300 |
Further details regarding the approval of the proposed compensation for the Board of Directors between the Annual General Meeting 2026 and the Annual General Meeting 2027 will be shared with the respective invitation.