Schindler Holding Ltd.SIX: SCHN

Compensation Report (2025, English)

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100

Schindler

Financial Statements 2025

Compensation Report

102

Governance

103

Compensation principles

106

Compensation system for the Board of Directors

108

Compensation system for the Group Executive Committee

111

Compensation for the reporting year

116

Compensation for the previous year

117

Benefits for former members of governing bodies

117

Loans and credits

118

Proposals to the General Meeting of Shareholders 2026

119

Levels of participation

121

External mandates

123

Report of the statutory auditor

Market capitalization

In CHF million as of December 31

Total compensation1

31 065

Share of Group operating expenses

0.37%

215

Share of Group personnel expenses

0.81%

1981

2001

2021 2025

1 Members of the Board of Directors and Group Executive Committee

Allocation of added value1

In CHF million

2025

In %

  • to the employees (salaries, social benefits)

4 358

77

  • to the shareholders (dividends)

688

12

  • to the shareholders (share buyback)

200

4

  • to the company (reserves)

185

3

  • to the public (taxes)

296

5

to the creditors (net interest charges)

-32

-1

Total

5 695

100

Public



Company Shareholders (share

buyback)

Shareholders (dividends)

5 695

Employees

1 The Group's added value is defined as revenue less cost of materials, other operating expenses, as well as charges for depreciation, amortization, and impairments. The allocation of the Group's added value shows the extent to which the above stakeholders participate in this economically relevant amount.

Proposals to the General Meeting of Shareholders 2026

In CHF 1 000

Variable compensation 2025 Fixed compensation 2026

5 491

12 806

8 300

9 200

Board of Directors1

Group Executive Committee

Board of Directors

Group Executive Committee

1 Executive members only

This Compensation Report contains information about the compensation of the members of the Board

of Directors and the Group Executive Committee, as well as their shareholdings in Schindler Holding Ltd., and any loans granted to these individuals. The disclosures are made in accordance with the Directive

on Information Relating to Corporate Governance issued by SIX Swiss Exchange and the Swiss Code of Obligations. The information relates to the reporting year 2025 unless otherwise stated.

  1. ‌Governance

    1. Responsibilities and determination process

      The compensation system and the capital participation plans are prepared by Global Human Resources and are reviewed by the CEO, the Supervisory and Strategy Committee, and the Compensation Committee before being submitted to the Board of Directors for approval.

      The responsibilities related to compensation matters at the level of the Board of Directors and the

      Group Executive Committee are defined in the Articles of Association and the Organizational Regulations of Schindler Holding Ltd. The most important functions and responsibilities in this context are summarized in the following table:

      Beneficiaries

      Nonexecutive

      members

      Members of the

      Chairman of the Board of Directors

      Executive members of the Board of Directors 1

      of the Board of Directors

      CEO

      Group Executive Committee

      (excl. CEO)

      Fixed and target compensation

      Variable compensation

      Fixed and target compensation

      Variable compensation

      Fixed compensation

      Fixed and target compensation

      Variable compensation

      Fixed and target compensation

      Variable compensation

      Compensation Committee

      Chairman of the Board of Directors

      CEO

      Board of Directors

      2

      2

      • Proposal

      • Decision

        1 For the executive members of the Board of Directors who are not members of the Supervisory and Strategy Committee (see section 3.1), customary responsibilities

        and processes apply for the determination of compensation for their operational functions

        2 Aggregate amount

        The members of the Supervisory and Strategy Committee are not allowed to participate in the decision-making process regarding their fixed and variable compensation.

        In accordance with Article 32 of the Articles of Association of Schindler Holding Ltd., the General Meeting of Shareholders votes annually on the total compensation of the Board of Directors and the Group Executive Committee to approve:

        Variable compensation

        The total variable compensation of the members of the Board of Directors and the Group Executive Committee for the reporting year

        Fixed compensation

        The maximum permissible total fixed compensation of the members of the Board of Directors and the Group Executive Committee for the current financial year

        Retrospective approval

        Prospective approval

        ‌According to Article 32 of the Articles of Association of Schindler Holding Ltd., the maximum permissible fixed compensation may be increased by 20% if, following the approval of the fixed compensation, additional members or replacement members are appointed to the Group Executive Committee.

        On behalf of the Compensation Committee, Global Human Resources regularly compares the compensation of the members of the Group Executive Committee and the members of the Supervisory and Strategy Committee with external benchmarks. The compensation data of comparable companies is taken into account for benchmarking purposes. Comparable companies are defined as companies of a similar size

        in terms of market capitalization, revenue, number of employees and geographical scope, which operate in similar business segments and are headquartered in Europe. The most recent benchmarking analysis was conducted in 2024 with the support of an independent external consulting firm.

        In addition, the Board of Directors' fees are regularly reviewed in comparison with other listed companies in Switzerland (SMI and SMIM). The last such review was conducted in 2024.

    2. Compensation Committee

      The Compensation Committee holds at least two meetings per year. In the reporting year, it met seven times. For details of the composition as well as the roles and responsibilities of the Compensation Committee, refer to the Corporate Governance Report, sections 3.5.2 and 3.5.2.3.

  2. Compensation principles

    1. Compensation policy

      The Schindler Group's success depends to a large extent on the quality and commitment of its management. Its compensation policy is designed to attract, motivate, and retain well-qualified professionals. In addition, the awarding of performance-related and, in particular, share-based components of variable compensation is intended to promote an entrepreneurial mindset and approach.

      Performance-related compensation

      in line with the market

      Participation in the company's success

      Schindler compensation policy

      Fair and transparent compensation decisions

      Balanced proportion of short-term

      and long-term compensation components

    2. Overview of compensation components

In accordance with Article 33 of the Articles of Association of Schindler Holding Ltd., fixed and variable compensation can be paid to members of the Board of Directors and the Group Executive Committee.

Compensation can be paid in the form of cash, shares, other equity instruments, options, comparable instruments, or units. In addition, noncash benefits or services can be provided. For further details, refer to Article 33 of the Articles of Association

(group.schindler.com/en/company/corporate-governance/articles-of-association.html).

An overview of the compensation components of the Board of Directors and the Group Executive Committee is provided below. The compensation components are described in detail in sections 3 and 4 of this report.

Board of Directors

Executive members

Nonexecutive members

Group Executive Committee

Fixed compensation - prospective approval

Cash (gross)

Annual salary

Fixed Board of Directors' fee

Flat-rate expense allowances

Flat-rate allowance ⚫ ⚫

Representation allowance ⚫ ⚫

Car allowance ⚫ ⚫

Pension, social, and other benefits

Pension benefits

Pension fund

⚫ ⚫

Schindler Foundation

⚫ ⚫

Social contributions

⚫ ⚫ ⚫

Other benefits

⚫ ⚫

Variable compensation - retrospective approval

Short-term - cash bonus

⚫ ⚫

Long-term - equity instruments

Performance Share Plan (PSP)

Deferred Share Plan (DSP)

Social and other benefits

Social contributions

⚫ ⚫

Other benefits

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