The Board of Directors compensation consists of a fixed compensation in cash and in the form of a fixed number of shares as shown in Section 2.1 above.
In 2025, the Board of Directors consisted of eight Members. The Members of the Board of Directors received TCHF 915 as fixed compensation in cash for the financial year under review (previous year: TCHF 915). A long-term oriented compensation in form of a fixed number of shares amounting to TCHF 1’109/8’000 shares (previous year: TCHF 650/8’000 shares) was also awarded. Details are provided in the table below. No compensation was paid to former Members of the Board of Directors.
Total compensation for Members of the Board of Directors for the reporting year amounted to TCHF 2’024 (previous year: TCHF 1’565).
(BoD) | Cash-based compensation1) | Share-based compensation2) | Total compensation | Number of allotted shares | ||||||||||||||
TCHF | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||
Urs Kaufmann a) | Chairman | 287 | 287 | 283 | 166 | 570 | 453 | 2'000 | 2'000 | |||||||||
Beat Kälin b) | Deputy Chairman | 114 | 114 | 170 | 100 | 284 | 214 | 1'200 | 1'200 | |||||||||
Marina Bill c) | Member | 91 | 91 | 113 | 66 | 204 | 157 | 800 | 800 | |||||||||
Monika Bütler d) | Member | 91 | 91 | 113 | 66 | 204 | 157 | 800 | 800 | |||||||||
Kerstin Günther e) | Member | 91 | 91 | 113 | 66 | 204 | 157 | 800 | 800 | |||||||||
Rolf Seiffert | Member | 70 | 70 | 102 | 60 | 172 | 130 | 800 | 800 | |||||||||
Franz Studer f) g) | Member | 80 | 80 | 102 | 60 | 182 | 140 | 800 | 800 | |||||||||
Jörg Walther h) | Member | 91 | 91 | 113 | 66 | 204 | 157 | 800 | 800 | |||||||||
Total | 915 | 915 | 1'109 | 650 | 2'024 | 1'565 | 8'000 | 8'000 | ||||||||||
1)The Chairman receives a fixed contractual amount including social security/accident insurance scheme/pension fund contributions. All other Members receive a basic remuneration and an extra post allowance including social security contributions (if applicable). A maximum fixed compensation has been approved in previous Annual General Meetings.
2)Share-based compensation is calculated at a share price of CHF 73.90 (for the part of the allocation approved by the Annual General Meeting 2025) (previous year: CHF 75.50) and at CHF 144.80 (as of year-end 2025) (previous year CHF 74.20) for the outstanding amount including social security. Outstanding shares are transferred in the following financial year, subject to approval by the Annual General Meeting.
a)Chairman
b)Deputy Chairman and NCC Member
c)NCC Member
d)NCC Chairwoman
e)AC Member
f)AC Member
g)Dr. Franz Studer is the Managing Director of EGS Beteiligungen AG, a significant shareholder of HUBER+SUHNER AG. His compensation, including cash payments and allocations of shares is made directly to his employer EGS Beteiligungen AG
h)AC Chairman
No loans have been granted to current or former Board members. In addition, no compensation, loans or credit have been granted to related parties of the Board of Directors.
In accordance with Article 734d of the Swiss Code of Obligations (OR), shareholdings in the company by Members of Board of Directors are as follows:
(Number of shares at 31 December 2025) | Own shares | Shares of close family members | Total shares | Of which non-restricted shares | Of which restricted shares2) | Total share of votes3) | ||||||||
Urs Kaufmann | Chairman | 97'200 | 400 | 97'600 | 66'600 | 31'000 | 0.53% | |||||||
Beat Kälin | Deputy Chairman | 29'300 | - | 29'300 | 18'500 | 10'800 | 0.16% | |||||||
Monika Bütler | Member | 9'200 | - | 9'200 | 6'000 | 3'200 | < 0.10% | |||||||
Rolf Seiffert | Member | 16'633 | - | 16'633 | 14'233 | 2'400 | < 0.10% | |||||||
Jörg Walther | Member | 4'700 | - | 4'700 | 300 | 4'400 | < 0.10% | |||||||
Franz Studer 1) | Member | - | - | - | - | - | - | |||||||
Marina Bill | Member | 1'600 | - | 1'600 | - | 1'600 | < 0.10% | |||||||
Kerstin Günther | Member | 1'600 | - | 1'600 | - | 1'600 | < 0.10% | |||||||
Total shareholdings BoD 2025 | 160'233 | 400 | 160'633 | 105'633 | 55'000 | 0.87% | ||||||||
(Number of shares at 31 December 2024) | Own shares | Shares of close family members | Total shares | Of which non-restricted shares | Of which restricted shares2) | Total share of votes3) | ||||||||
Urs Kaufmann | Chairman | 95'200 | 400 | 95'600 | 60'600 | 35'000 | 0.52% | |||||||
Beat Kälin | Deputy Chairman | 28'100 | - | 28'100 | 18'500 | 9'600 | 0.15% | |||||||
Monika Bütler | Member | 8'400 | - | 8'400 | 6'000 | 2'400 | < 0.10% | |||||||
Rolf Seiffert | Member | 15'833 | - | 15'833 | 13'433 | 2'400 | < 0.10% | |||||||
Jörg Walther | Member | 8'400 | - | 8'400 | 3'600 | 4'800 | < 0.10% | |||||||
Franz Studer 1) | Member | - | - | - | - | - | - | |||||||
Marina Bill | Member | 800 | - | 800 | - | 800 | < 0.10% | |||||||
Kerstin Günther | Member | 800 | - | 800 | - | 800 | < 0.10% | |||||||
Total shareholdings BoD 2024 | 157'533 | 400 | 157'933 | 102'133 | 55'800 | 0.86% | ||||||||
1)The figures stated do not include the participation of EGS Beteiligungen AG, where F. Studer is the Managing Director.
2)Shares with remaining lock-in periods of up to ten years
3)Shares in % of shares entitled to a dividend
The Board of Directors determined the achievement level respectively the payout factor for the variable compensation of the Executive Group Management for financial year 2025 in its March 2026 meeting. The assessment was based on the criteria as defined under chapter 3, section b) above.
Achievement level for the Cash Bonus 2025
To determine the achievement level of the Group Financial Targets for the Cash Bonus 2025, the values are neutralised for currency, copper and Merger and Acquisition (M&A) effects. After these corrections the Group achieved the following values: Net sales of MCHF 876, EBIT margin of 10.8% and net working capital (NWC) of 32.8%. This represents an achievement level as per table below.
2025 | 2024 | |||
Net sales | +/- | +/- | ||
EBIT | +/- | +/- | ||
NWC | ++ | +/- |
*(++) objective exceeded: 150 % (+/-) objective achieved: 100 % (--) objective partially achieved: 50 % (0) objective not achieved: 0 %
The achievement level of the Individual Targets (including the individual ESG targets) and the individual Leadership Factor relevant for the variable Cash Bonus in 2025 ranges from 88% to 122% (previous year: 83% to 104%).
2025 | 2024 | |||
Market environment | - | ++ | ||
Strategy implementation | + | - | ||
Financial situation | +/- | +/- | ||
Multiple* | 1.0 | 1.25 |
*Calculation: ++ = 150 %, + = 125 %, +/- = 100 %, - = 75 %, -- = 50 %, --- = 25 %, 0 = 0 % The achievement level in the table above corresponds to the performance against the Group long-term objectives. Due to the consideration of a few individual aspects within the KPIs, there may be variances between the different Members of the Executive Group Management.
Based on the above assessment, that emphasizes the progress regarding strategy implementation and solid financial position within the last year, the multiple (payout factor) for the LTI evaluation 2025 was set at 1.0 for all Members of the Executive Group Management.
The Executive Group Management Members received a fixed compensation in cash of TCHF 2’723 for the year under review (previous year: TCHF 2’588). Subject to approval by the Annual General Meeting, Executive Group Management will be awarded based on the target achievement level for the financial year 2025 a variable compensation of TCHF 2’660 (previous year: TCHF 2’001). This comprises a Cash Bonus and a share-based compensation (LTI). Details are provided in the table below.
After stepping down from the EGM as of December 31, 2024, former CFO Ivo Wechsler provided transitional services between January 1, 2025, and March 31, 2025, to ensure a structured and professional handover of operational responsibilities and strategic projects to his successor. For this assignment, he received a contractually agreed fixed compensation in cash. No other compensation was paid to former Executive Group Management Members.
Total compensation for the Executive Group Management for the year under review was TCHF 5’383 (previous year: TCHF 4’589). In 2025, the total compensation overall increased by 17.3%. In order to compare total compensation for the Executive Group Management of the reporting period with 2024, one has to consider:
Highest individual compensation1) | Total Executive Group Management2) | |||||||
TCHF | 2025 | 2024 | 2025 | 2024 | ||||
Basic salary 3) | 576 | 567 | 2'146 | 2'031 | ||||
Contributions to social security and pension funds on fixed compensation | 165 | 164 | 577 | 557 | ||||
Total fixed compensation | 741 | 731 | 2'7235) | 2'5886) | ||||
Variable compensation in cash | 314 | 280 | 837 | 781 | ||||
Share-based compensation 4) | 579 | 371 | 1'651 | 1'094 | ||||
Contributions to social security on variable compensation | 71 | 50 | 172 | 126 | ||||
Total variable compensation | 964 | 701 | 2'660 | 2'001 | ||||
Total compensation | 1'705 | 1'432 | 5'3837) | 4'5898) | ||||
Number of allotted shares | 4'000 | 5'000 | 11'400 | 14'750 | ||||
1)Urs Ryffel, CEO
2)The Executive Group Management consists of six Members
3)Including allowances
4)Based on the year-end share price of CHF 144.80 (previous year: CHF 74.20). Shares are transferred in the following financial year, subject to approval by the Annual General Meeting.
5)Represents (a) full year fixed compensation of six Executive Group Management Members and (b) a pro rata fixed compensation of the former CFO, Ivo Wechsler, for the provision of transitional services from January 1, 2025 to March 31, 2025.
6)Represents full year fixed compensation of six Executive Group Management Members.
7)Represents (a) full year total compensation of six Executive Group Management Members and (b) a pro rata fixed compensation of the former CFO, Ivo Wechsler, for the provision of transitional services from January 1, 2025 to March 31, 2025.
8)Represents full year total compensation of six Executive Group Management Members.
No loans or credits have been granted to current or former Executive Group Management Members. In addition, no compensation or loans have been granted to related parties of the Executive Group Management.
In accordance with Article 734d of the Swiss Code of Obligations (OR), shareholdings in the company by Members of Executive Group Management are as follows:
(Number of shares at 31 December 2025) | Own shares | Shares of close family members | Total shares | Of which non-restricted shares | Of which restricted shares 1) | Total share of votes 2) | ||||||||
Urs Ryffel | CEO | 52'100 | - | 52'100 | 39'100 | 13'000 | 0.28% | |||||||
Reto Bolt | Member | 19'280 | - | 19'280 | 10'080 | 9'200 | 0.10% | |||||||
Richard Haemmerli 3) | Member | - | - | - | - | - | - | |||||||
Drew Nixon | Member | 7'200 | - | 7'200 | 2'000 | 5'200 | < 0.10% | |||||||
Patricia Stolz | Member | 11'270 | - | 11'270 | 6'720 | 4'550 | < 0.10% | |||||||
Jürgen Walter | Member | 5'600 | - | 5'600 | – | 5'600 | < 0.10% | |||||||
Ivo Wechsler 3) | Former Member | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | |||||||
Total shareholdings EGM 2025 | 95'450 | – | 95'450 | 57'900 | 37'550 | 0.52% | ||||||||
(Number of shares at 31 December 2024) | Own shares | Shares of close family members | Total shares | Of which non-restricted shares | Of which restricted shares 1) | Total share of votes 2) | ||||||||
Urs Ryffel | CEO | 47'100 | - | 47'100 | 34'100 | 13'000 | 0.26% | |||||||
Reto Bolt | Member | 17'280 | - | 17'280 | 3'680 | 13'600 | < 0.10% | |||||||
Richard Haemmerli 3) | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | |||||||
Drew Nixon | Member | 15'530 | - | 15'530 | 10'330 | 5'200 | < 0.10% | |||||||
Patricia Stolz | Member | 9'520 | - | 9'520 | 4'970 | 4'550 | < 0.10% | |||||||
Jürgen Walter | Member | 3'600 | - | 3'600 | – | 3'600 | < 0.10% | |||||||
Ivo Wechsler 3) | Member | 18'800 | - | 18'800 | 9'600 | 9'200 | 0.10% | |||||||
Total shareholdings EGM 2024 | 111'830 | – | 111'830 | 62'680 | 49'150 | 0.61% | ||||||||
1)Shares with remaining lock-in periods of up to ten years
2)Shares in % of shares entitled to a dividend
3)Ivo Wechsler stepped down from the Executive Group Management effective December 31, 2024 and was succeeded by Richard Haemmerli who was appointed CFO effective January 1, 2025