Swatch Group Ltd. BearerSIX: UHR

Compensation Report 2025Download PDF (1.40 MB)

· Issued by Swatch Group Ltd. Bearer

Annual Report

2025

1



‌MESSAGE FROM THE CHAIR

OPERATIONAL ORGANIZATION

ORGANIZATION

AND DISTRIBUTION IN THE WORLD

ORGANS OF

SWATCH GROUP

MANAGEMENT REPORT AND ANNUAL REVIEW

SUSTAINABILITY

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

2025

COMPENSATION REPORT

2025

Compensation Report 2025

‌MESSAGE FROM THE CHAIR

OPERATIONAL ORGANIZATION

ORGANIZATION

AND DISTRIBUTION IN THE WORLD

ORGANS OF

SWATCH GROUP

MANAGEMENT REPORT AND ANNUAL REVIEW

SUSTAINABILITY

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

2025

COMPENSATION REPORT

2025

Compensation report

96

Compensation Committee 97

Compensation system 97

Additional contractual elements 100

Activities at other companies 101

Compensation for the members of the Board of Directors and Group Management Board (KL/EKL) 103

‌MESSAGE FROM THE CHAIR

OPERATIONAL ORGANIZATION

ORGANIZATION

AND DISTRIBUTION IN THE WORLD

ORGANS OF

SWATCH GROUP

MANAGEMENT REPORT AND ANNUAL REVIEW

SUSTAINABILITY

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

2025

COMPENSATION REPORT

2025

COMPENSATION REPORT

With the Compensation Report, the Board of Directors and the Compensation Committee give an account of the material elements of the compensation principles, of the tasks and competences in the field of compensation, of the composition and function of the Compensation Committee, and of the various compensation elements.

The Report fulfils the requirements of Articles 734a-f of the Swiss Code of Obligations (OR) and the Guidelines on Corporate Governance issued by SIX Swiss Exchange Regulation AG.

The following chapters were audited by PricewaterhouseCoopers AG: 2.3.5 Participation rights and options on such rights, 4. Activities at other companies, 5. Compensation for the members of the Board of Directors and the Group Management Board (KL/EKL).

  1. Compensation Committee

    1. Composition of the Compensation Committee

      As the Board of Directors of the Swatch Group is intentionally kept small in number (currently 7 members), it functions at the same time as the Compensation Committee. This eliminates the need for demarcating the areas of responsibility and ensuring the flow of information.

      The Compensation Committee is chaired by Mr Ernst Tanner, Vice-Chairman of the Board of Directors.

      All members of the Board of Directors abstain from discussions and decisions regarding their compensation and that of persons closely related to them (such as family members).

      No members having any cross-involvement belong to the Compensation Committee, such that no conflicts of interest arise from this point of view as well.

    2. Tasks / Competences

      The Compensation Committee handles the compensation policy of the company. It assists the Board of Directors in determining the compensation system and the principles of compensation, and in the preparation of motions to the Annual General Meeting for approving compensation. The Compensation Committee may submit proposals and recommendations to the Board of Directors in all matters pertaining to compensation.

      According to the Articles of Association of the Swatch Group, the Compensation Committee attends to all issues related to compensation, and proposes solutions for the attention of the Board of Directors. The decision-making body is the Board of Directors. The Board of Directors will submit the necessary resolutions to the Annual General Meeting for its approval.

      At the Annual General Meeting of the year under review, the fixed remuneration for members of the Board of Directors until the next annual general meeting, as well as the fixed remuneration for the year under review and the variable remuneration for the previous year for executive functions for members of the Board of Directors was voted upon. In addition, fixed remuneration for members of the Management Board and the Extended Management Board for the year under review, as well as variable remuneration for the previous year was voted upon.

    3. Meetings

      The Compensation Committee met twice during the year under review.

  2. Compensation system

    1. General principles of compensation

      The members of the Board of Directors and the Executive Management are entitled to compensation corresponding to their job function and degree of responsibility.

      The company may award compensation for activities in entities that are directly or indirectly controlled by the company and for activities at the order of the undertaking. The compensation may be awarded by the company or by the companies that it controls.

      The compensation of the non-executive members of the Board of Directors comprises only fixed compensation elements.

      MESSAGE FROM THE CHAIR

      OPERATIONAL ORGANIZATION

      ORGANIZATION

      AND DISTRIBUTION IN THE WORLD

      ORGANS OF

      SWATCH GROUP

      MANAGEMENT REPORT AND ANNUAL REVIEW

      SUSTAINABILITY

      CORPORATE GOVERNANCE

      FINANCIAL STATEMENTS

      2025

      COMPENSATION REPORT

      2025

      COMPENSATION REPORT

      The compensation of executive members of the Board of Directors and the members of the Executive Management comprises fixed and variable compensation elements. The fixed compensation comprises base salary and may include additional compensation elements. The variable compensation is guided by the achievement of defined performance objectives.

      The performance objectives may include personal goals, company-specific and division-specific objectives, along with key economic or market-related figures. In doing so, the function and the level of responsibility of the recipient of the variable compensation are taken into account.

      At the request of the Compensation Committee, the Board of Directors sets the performance values and objectives of the variable compensation elements and their achievement.

      The compensation system of the Swatch Group is in line with market conditions and based on performance. It is reviewed on an annual basis and adjusted when necessary.

    2. Compensation elements

      1. Non-executive members of the Board of Directors

        The non-executive members of the Board of Directors receive fixed compensation. It is graduated according to functions.

      2. Executive members of the Board of Directors, members of the Executive and Extended Group Management Board

      The compensation system for the executive members of the Board of Directors and the members of the Executive and Extended Group Management Board provides for the following elements:

      • a base salary;

      • an expense allowance;

      • a bonus program with variable compensation;

      • a share program with annual share allocations and a minimal guaranteed value;

      • payments to the pension fund (Swatch Group Pension Fund) and to the Management Fund of the Swatch Group.

    3. Information on individual elements

      1. Base salary

        The base salary is usually paid out monthly in 13 equal instalments. The 13th instalment is paid each year in December. The degree of responsibility and the position are taken into account in the base salary.

      2. Expense allowance

        Members of the Board of Directors and the Executive Group Management Board receive an expense allowance of CHF 30 000; members of the Extended Group Management Board receive up to CHF 24 000. This expense allowance covers representation and small expenses, and was approved by the tax authority of the Canton of Bern. Executive members of the Board of Directors who at the same time belong to the Executive Management receive the expense allowance only once.

      3. Bonus programs

        The executive members of the Board of Directors, of the Executive Group Management Board and of the Extended Group Management Board annually receive a variable bonus, which depends on the development of the Group and the business division entrusted to the respective person (brands, countries, functional area) as well as individual performance.

        At the start of the year, a so-called bonus potential is defined, which is paid out if the objectives are achieved. If the objectives are surpassed, more than 100% of the bonus potential can be paid. If individual objectives are not achieved, a proportionate reduction can be made. The bonus is determined and paid out at the start of the following year, once the financial statements are available. A recipient with a Swiss contract and residence in Switzerland receives an advance payment in December. This is usually 70% of the bonus potential, provided that the set objectives (sales, operating income, etc.) will foreseeably be achieved; if not, a payment of 50% will be made.

        The assessment criteria that apply are, among other things: sales development, development of operating income, changes in market share, development of inventory and receivables, accomplishment of development and set-up projects, success in negotiations, successful implementation of cost reduction programs, personnel fluctuation, motivation of employees and sustainability indicators (ESG). The assessment criteria are individually tailored to the function holders and weighted accordingly.

        For the particular promotion of the Group's interests, a part of the bonus is awarded as a Group bonus. The percentage share of the Group component varies according to function.

        MESSAGE FROM THE CHAIR

        OPERATIONAL ORGANIZATION

        ORGANIZATION

        AND DISTRIBUTION IN THE WORLD

        ORGANS OF

        SWATCH GROUP

        MANAGEMENT REPORT AND ANNUAL REVIEW

        SUSTAINABILITY

        CORPORATE GOVERNANCE

        FINANCIAL STATEMENTS

        2025

        COMPENSATION REPORT

        2025

        COMPENSATION REPORT

      4. Share program

        On an annual basis, a number of registered shares with a low exercise price are offered to the executive members of the Board of Directors and the members of the Executive Group Management Board and the Extended Group Management Board. In the year under review and the previous year, this amounted to CHF 4.00 per share. One-third of the allocation may be exercised and subscribed immediately. In one and two years respectively, an additional one-third may be exercised and subscribed. Once exercised, the shares may be freely disposed of. Optionally these can be subject to a blocking period of either 5 or 10 years. In the event of an early departure, the allocations for non-exercised options expire; upon retirement, they are immediately available.

        The allocation of the share subscription rights takes place through the Board of Directors after the Annual General Meeting. A certain minimum allocation value was contractually guaranteed to the executive members of the Board of Directors and the members of the Executive Group Management Board and the Extended Group Management Board. For executive members of the Board of Directors and members of the Executive Group Management Board, this amounted to CHF 50 000; for members of the Extended Group Management Board, this generally amounted to CHF 25 000 per year (allocation value = share price minus CHF 4.00 exercise price).

        The calculation basis for payment of allotted shares and options is the day value at grant date. The day value corresponds to the share price on the grant date, respectively the last trading day before the grant date, less the exercise price. The following values were in force for the year under review and the previous year:

        2025 2024

        Grant date





        10.06.2025



        12.06.2024



        Share price on grant date



        CHF



        28.84



        37.30



        Exercise price



        CHF



        4.00



        4.00



        Day value on grant date



        CHF



        24.84



        33.30



      5. Participation rights and options on such rights

        The following table details the shares and options held by members of the Board of Directors and Group Management, including closely related persons at the end of year under review and of the previous year, in accordance with the provisions of Article 734d CO.

        Registered Shares Bearer shares Options



        Name Function 2025

        2024

        2025 2024 2025

        2024

        Community of heirs Marianne and Nicolas G. Hayek, represented by Nayla Hayek



        58 001 153



        57 620 264



        1 010 873



        818 167







        Nayla Hayek BoD Chairwoman



        Ernst Tanner BoD Vice-Chairman



        308 208





        288 208







        2 000





        2 000



        20 002





        20 002





        Daniela Aeschlimann BoD Member



        Nick Hayek BoD Member / CEO





        282 991





        263 991













        24 000





        24 000



        Marc A. Hayek BoD / MB Member



        243 899



        227 899



        140



        140



        16 001



        16 001



        Claude Nicollier BoD Member



        100



        100











        Jean-Pierre Roth BoD Member



        Raynald Aeschlimann MB Member





        76 867





        66 867



        10





        10







        10 001





        10 001



        Pierre-André Bühler MB Member



        36 716



        31 216







        8 002



        8 002



        Damiano Casafina MB Member



        5 120



        286







        6 000



        4 834



        Sylvain Dolla MB Member



        9 334



        4 166







        6 000



        5 168



        Thierry Kenel MB Member / CFO



        140 253



        130 253







        10 001



        10 001



        Florence Ollivier-Lamarque MB Member



        71 998



        66 998







        5 002



        5 002



        François Thiébaud 1) MB Member





        217 550











        Lionel a Marca EMB Member



        186



        1 786







        1 301



        1 301



        Matthias Breschan EMB Member



        284



        3 534







        3 000



        3 000



        Stephen DeLucchi EMB Member



        1 825



        975







        1 200



        850



        Daniel Everts EMB Member



        5 000



        4 250







        750



        750



        Fadi Ghalayini EMB Member



        9 068



        6 234







        3 000



        2 834



        Mireille Koenig EMB Member



        8 620



        7 420







        1 200



        1 200



        Calogero Polizzi EMB Member



        3 699



        20 599







        3 101



        3 101



        Alain Villard 2) EMB Member





        3 561









        1 034



        Roland von Keith EMB Member



        2 954



        2 954







        1 200



        968



        Michel Willemin EMB Member

        15 399

        13 199

        2 201

        2 201

        Total

        59 223 674

        58 982 310

        1 013 023

        820 317

        121 962

        120 250

        1) until 31.01.2025 2) until 30.09.2025

        ‌MESSAGE FROM THE CHAIR

        OPERATIONAL ORGANIZATION

        ORGANIZATION

        AND DISTRIBUTION IN THE WORLD

        ORGANS OF

        SWATCH GROUP

        MANAGEMENT REPORT AND ANNUAL REVIEW

        SUSTAINABILITY

        CORPORATE GOVERNANCE

        FINANCIAL STATEMENTS

        2025

        COMPENSATION REPORT

        2025

        COMPENSATION REPORT

        Each option gives the right to draw one registered share. Each share (registered or bearer) represents one voting right. The principal shareholders are disclosed in Note 29 of the consolidated financial statements. As in the previous year, except for the community of heirs of Marianne and Nicolas G. Hayek, no member of the Board of Directors, the Executive Group Management Board and the Extended Group Management Board, together with persons closely linked to them, owned as of the end of the year under review, either directly or through share options, more than 1% of the outstanding Swatch Group shares.

      6. Pension Fund / Management Fund

        The executive members of the Board of Directors and the members of the Executive Group Management Board and of the Extended Group Management Board respectively, are insured by the Swatch Group Pension Fund (Pensionskasse Swatch Group) and the Swatch Group Management Fund (Caisse de pensions des cadres Swatch Group).

        The Swatch Group Pension Fund insures incomes of up to CHF 320 000. The Management Fund covers income components between CHF 320 000 and CHF 907 000. The Management Fund provides for contributions of 10% of which 75% are assumed by the employer.

  3. Additional contractual elements

    1. Term and termination periods of employment contracts

      All employment contracts of the Executive Group Management Board and of the Extended Group Management Board are concluded for an indefinite term. They may be terminated by either party with a notice period of six months as per the end of a month.

    2. Payment of salaries

      Salaries are paid on a monthly basis. No advance payments are made, either for the current month or for longer periods. The same applies to compensation within the framework of mandate relationships.

    3. Compensation upon commencement of the employment relationship

      Swatch Group does not pay any compensation upon the conclusion of an employment contract or upon the start of work ("golden hellos"/"golden handshakes").

      Moreover, no compensation is provided to settle share options or other financial benefits of a prior employer that were rendered void through the job change.

    4. Loans and credits to members of governing bodies

      The company or companies controlled by it may grant loans and credits to executive members of the Board of Directors and the Group Management Board on market terms. Such loans and credits may not exceed the amount of the fixed annual compensation of the person concerned. The fixed annual compensation of the previous year shall be taken as the basis for the grant of credit or loan (Article 41 of the Articles of Association).

      In addition, just like all employees of the Swatch Group in Switzerland, the executive members of the Board of Directors and the members of the Executive Group Management Board and of the Extended Group Management Board respectively, have the option of taking out a mortgage loan with the Swatch Group Pension Fund to finance the purchase of real estate in Switzerland. The applicable conditions are the same as those that apply to all employees of the Swiss Swatch Group companies (lending limit, interest rate, etc.).

    5. Membership in governing bodies of Group companies

      It regularly occurs that executive members of the Board of Directors and members of the Executive Group Management Board and of the Extended Group Management Board sit on governing bodies of subsidiaries, both in Switzerland and abroad (as board members, members of supervisory boards, members of advisory boards, or as managers). No additional compensation is awarded for such tasks and functions, either by the Swatch Group or by the relevant Group company.

    6. Severance payments

      The employment contracts of the members of the Executive Group Management Board or the Extended Group Management Board do not provide for severance payments or any payments whatsoever upon termination of the employment relationship. In addition, no payments ("golden parachutes", etc.) are provided in the event of a change of control.

    7. Mandates with former members of the Executive Group Management Board or the Extended Group Management Board

      It may occur that members of the Executive Group Management Board and the Extended Group Management Board who have resigned from their functions are employed on a mandate basis by the Group from time to time. In all such cases, clear written mandate contracts are concluded; these must be approved by the President of the Executive Group Management Board. Such mandate contracts contain the same restrictive conditions as employment contracts (contractual term, payments, etc.).

      ‌MESSAGE FROM THE CHAIR

      OPERATIONAL ORGANIZATION

      ORGANIZATION

      AND DISTRIBUTION IN THE WORLD

      ORGANS OF

      SWATCH GROUP

      MANAGEMENT REPORT AND ANNUAL REVIEW

      SUSTAINABILITY

      CORPORATE GOVERNANCE

      FINANCIAL STATEMENTS

      2025

      COMPENSATION REPORT

      2025

      COMPENSATION REPORT

  4. Activities at other companies

    Pursuant to the requirements of Article 734e CO, the following table shows the functions of the members of the Board of Directors, the Executive Group Management Board and the Extended Group Management Board at other companies with an economic purpose (status: 31.12.2025). Functions in Group companies do not have to be disclosed; this also applies to mandates with charitable, cultural, religious or sporting organizations or purely private real estate companies.

    Name Company Function

    Nayla Hayek Wat Holding Ltd Chairwoman



    Hayek Holding Ltd Chairwoman



    Hayek Engineering Ltd Chairwoman



    Hayek Immobilien Ltd Chairwoman



    Hayek Management Ltd Chairwoman



    Manhag Ltd Chairwoman



    Sole proprietorship Expohof Naila Hayek Owner



    TTI Immobilien SA Member of the Board of Directors





    Ernst Tanner Chocoladefabriken Lindt & Sprüngli Ltd Chairman









    Finanzierungsstiftung für die Vorsorgeeinrichtungen der Chocoladefabriken Lindt & Sprüngli AG





    Fonds für Pensionsergänzungen der Chocoladefabriken Lindt & Sprüngli AG

    Chairman Chairman



    Lindt Chocolate Competence Foundation Chairman



    Lindt Cocoa Foundation Chairman



    Krombacher Brauerei GmbH & Co. KG, Germany Member of the Supervisory Board

















    Daniela Aeschlimann AFC Beteiligungen AG Member of the Board of Directors AFC Handel AG Vice Chairwoman

    Aktiengesellschaft Bären Langenthal Chairwoman



    Arthur und Emma Ammann-Stiftung Vice Chairwoman



    Avesco AG Vice Chairwoman



    Futurjns AG Member of the Board of Directors



    Hotel Alpenland AG Member of the Board of Directors



    Madisa AG Member of the Board of Directors









    Pensionskasse der AMMANN-Unternehmungen Vice Chairwoman Swiss Volley President





    Nick Hayek Wat Holding Ltd Member of the Board of Directors



    Hayek Holding Ltd Member of the Board of Directors



    Hayek Engineering Ltd Member of the Board of Directors



    Hayek Immobilien Ltd Member of the Board of Directors



    Hayek Management Ltd Member of the Board of Directors



    Manhag Ltd Member of the Board of Directors



    Border X LLC Shareholder and CEO



    CSEM Swiss Center for Electronics and Microtechnology Inc. - Research and Development

    Member of the Board of Directors







    Marc A. Hayek Wat Holding Ltd Member of the Board of Directors



    Hayek Holding Ltd Member of the Board of Directors



    Hayek Engineering Ltd Member of the Board of Directors



    Hayek Immobilien Ltd Member of the Board of Directors



    Hayek Management Ltd Member of the Board of Directors



    Manhag Ltd Member of the Board of Directors





    Claude Nicollier Fondation du Musée de l'Aviation Militaire de Payerne Member of the Foundation Board



    MESSAGE FROM THE CHAIR

    OPERATIONAL ORGANIZATION

    ORGANIZATION

    AND DISTRIBUTION IN THE WORLD

    ORGANS OF

    SWATCH GROUP

    MANAGEMENT REPORT AND ANNUAL REVIEW

    SUSTAINABILITY

    CORPORATE GOVERNANCE

    FINANCIAL STATEMENTS

    2025

    COMPENSATION REPORT

    2025

    COMPENSATION REPORT

    Name Company Function







    Jean-Pierre Roth MKS PAMP Group (UK) Chairman Arab Bank (Switzerland) Ltd Vice Chairman



    Stiftung der Päpstlichen Schweizergarde im Vatikan Member of the Foundation Board









    Stiftung für die Renovation der Kaserne der päpstlichen Chairman Schweizergarde im Vatikan















    Raynald Aeschlimann Fondation Gaston-F. Barras - European Masters Member of the Foundation Board Fondation Un Grand Sourire Chairman

    Federation of the Swiss Watch Industry FH Member of the Executive Board



    Un Grand Sourire Sàrl Vice Chairman of the Management Board





    Pierre-André Bühler CSEM Swiss Center for Electronics and Microtechnology

    Inc. - Research and Development







    Fondation en faveur d'un laboratoire de recherches horlogères

    Member of the Board of Directors Member of the Foundation Board





    Federation of the Swiss Watch Industry FH Member of the Executive Board





    Sylvain Dolla CSEM Swiss Center for Electronics and Microtechnology

    Inc. - Research and Development



    Fondation en faveur d'un laboratoire de recherches horlogères

    Member of the Board of Directors Member of the Foundation Board













    Thierry Kenel economiesuisse Vice President of the Board Committee and Quaestor







    Federation of the Swiss Watch Industry FH Vice President of the Executive Board Convention Patronale de l'industrie horlogère suisse Delegate of Swatch Group Industries

















    Florence Ollivier-Lamarque Comité Colbert, France Member of the Board Fédération de l'Horlogerie, France Vice President

























    Matthias Breschan Federation of the Swiss Watch Industry FH Member of the Executive Board Daniel Everts Convention Patronale de l'industrie horlogère suisse Delegate of Swatch Group Industries

    Schweizerischer Arbeitgeberverband Member of the Executive Board























    Mireille Koenig Aaraucar Ltd Member of the Board of Directors Michel Willemin Swiss Academy of Engineering Sciences (SATW) Member

    As at 31 December 2025, the following members of the Board of Directors, the Group Executive Board and the Extended Group Executive Board did not disclose any third-party mandates: Lionel a Marca, Damiano Casafina, Stephen DeLucchi, Fadi Ghalayini, Calogero Polizzi, Roland von Keith.

    ‌MESSAGE FROM THE CHAIR

    OPERATIONAL ORGANIZATION

    ORGANIZATION

    AND DISTRIBUTION IN THE WORLD

    ORGANS OF

    SWATCH GROUP

    MANAGEMENT REPORT AND ANNUAL REVIEW

    SUSTAINABILITY

    CORPORATE GOVERNANCE

    FINANCIAL STATEMENTS

    2025

    COMPENSATION REPORT

    2025

    COMPENSATION REPORT

  5. Compensation for the members of the Board of Directors and Group Management Board (KL/EKL)

  1. Board of Directors (BoD)

    2025 Compensation Compensation for executive functions Total 6)



    for functions

    in the BoD 1)



    Base compensation 2)

    Bonus 3) Share

    options 4)



    Other compensation 5)







    Chairwoman

    Vice-Chairman Member Member Member Member Member

    1 002 348 1 140 000

    496 800

    1 002 348 1 140 000 496 800

    194 731

    143 104

    136 838

    135 597

    135 683

    134 656

    134 656

    1 015 265



    204 910

    3 038 789

    7 535

    150 639

    9 534

    146 372

    8 262

    143 859

    9 252

    144 935

    6 874

    141 530

    6 874

    141 530

    253 241

    3 907 654

    Name Function (CHF) (CHF) (CHF) (CHF) (CHF) (CHF)











    Nayla Hayek Ernst Tanner















    Daniela Aeschlimann Nick Hayek 7)













    Marc A. Hayek 9) Claude Nicollier

    Jean-Pierre Roth

    Total

    2024 Compensation Compensation for executive functions Total 6)



    for functions

    in the BoD 1)



    Base compensation 2)

    Bonus 3) Share

    options 4)



    Other compensation 5)







    Name Function (CHF) (CHF) (CHF) (CHF) (CHF) (CHF)

    Nayla Hayek



    Chairwoman



    209 690

    1 002 108











    1 140 000











    666 000



    220 382

    3 238 180



    Ernst Tanner



    Vice-Chairman





    152 784



    8 214

    160 998



    Daniela Aeschlimann



    Member





    145 741







    10 243

    155 984



    Nick Hayek 7)



    Member







    144 397



    8 866

    153 263



    Marc A. Hayek 8) 9)



    Membre



    79 137





    5 350

    84 487



    Claude Nicollier



    Member





    143 456





    7 491

    150 947



    Jean-Pierre Roth



    Member 143 456









    7 491

    150 947

    Total

    1 018 661

    1 002 108 1 140 000 666 000 268 037

    4 094 806

    1. Total annual compensation allocated on a cash or accrual basis, not including any reimbursement for travel and other business expenses incurred. The compensation contains an amount of CHF 20 000 for functions in the Compensation Committee and the Audit Committee (previous year:

      CHF 20 000) as well as expense allowance payments in the amount of CHF 30 000 per year.

    2. Total annual compensation allocated on a cash or accrual basis, not including any reimbursement for travel and other business expenses incurred.

    3. Bonus payments allocated on a cash or accrual basis.

    4. In the year under review and the previous year, Mrs Nayla Hayek was allocated 20 000 share options. The calculation basis for share options is the day value at grant date (see Section 2.3.4). In the year under review, this corresponded to a value of CHF 24.84 per option (previous year: CHF 33.30 per option). The valuation of the share options at prior-year value would therefore result in an unchanged value of CHF 666 000.

    5. As in the previous year, other compensation includes no pension benefits. The remaining social benefits (employer's contributions) amounted to CHF 253 241 (previous year: CHF 268 037). In the year under review, no long-term service awards were paid out (previous year: none).

    6. All amounts are gross amounts (i.e., before deduction of the social insurance contributions to be taken on by the employee).

    7. The compensation for the executive function is set forth in paragraph b. of this chapter.

    8. Appointment at the Annual General Meeting on 8 May 2024. The compensation for functions on the BoD relates to the period from June to December 2024.

    9. The compensation for executive function is included in paragraph b. of this section under "Total other members"

    MESSAGE FROM THE CHAIR

    OPERATIONAL ORGANIZATION

    ORGANIZATION

    AND DISTRIBUTION IN THE WORLD

    ORGANS OF

    SWATCH GROUP

    MANAGEMENT REPORT AND ANNUAL REVIEW

    SUSTAINABILITY

    CORPORATE GOVERNANCE

    FINANCIAL STATEMENTS

    2025

    COMPENSATION REPORT

    2025

    COMPENSATION REPORT

  2. Executive Group Management Board (KL) and Extended Group Management Board (EKL)

    2025 Base com-

    pensation 1)



    Bonus 2) Share

    options 3)



    Share options 3)

    Other compensation 4)

    Total 5)









    Georges Nicolas Hayek (MB President / CEO)

    Total other members

    Total

    (CHF) (CHF) (number) (CHF) (CHF) (CHF)

    1 502 345



    2 261 000



    24 000



    596 160



    347 092



    4 706 597



    5 485 544

    6 556 125

    79 150

    1 966 086

    1 906 662

    15 914 417

    6 987 889

    8 817 125

    103 150

    2 562 246

    2 253 754

    20 621 014

    The calculation basis for share options is the day value at grant date (see Section 2.3.4). In the year under review, this corresponded to a value of CHF 24.84 per option (previous year: CHF 33.30 per option). The valuation of the share options at prior-year value would result in a total value of CHF 3 434 895 (-13.4% compared to the previous year's value of CHF 3 967 695).

    2024

    Base com-

    Bonus 2)

    Share

    Share

    Other com-

    Total 5)

    pensation 1)



    options 3)

    options 3)

    pensation 4)











    (CHF) (CHF) (number) (CHF) (CHF) (CHF)

    Georges Nicolas Hayek

    (MB President / CEO) 1 502 105 2 261 000 24 000 799 200 417 002 4 979 307



    Total other members 5 481 385 7 202 941 95 150 3 168 495 1 998 599 17 851 420

    Total 6 983 490 9 463 941 119 150 3 967 695 2 415 601 22 830 727

    1. Total annual base compensation allocated on a cash or accrual basis, including expense allowance payments, but not including any reimbursement for travel and other business expenses incurred.

    2. Variable bonus payments allocated on a cash or accrual basis.

    3. The allocation and valuation of share options takes place in accordance with the conditions described in Section 2.3.4.

    4. Other compensation includes pension benefits in the amount of CHF 624 301 (previous year: CHF 689 673). The remaining social benefits (employer's contributions) amounted to CHF 1 495 157 for the year under review (previous year: CHF 1 617 962). Other compensation also includes further benefits and long-term service awards in the amount of CHF 134 296 (previous year: CHF 107 966).

    5. All amounts are gross amounts (i.e., before deduction of the social insurance contributions to be taken on by the employee).

    The figures presented include all direct and indirect compensation. Mr Nick Hayek, as the CEO, received the highest compensation.

    In the year under review, no payments were made to former members of the Executive Group Management Board and the Extended Group Management Board in connection with their past activities as members of the Company's governing bodies (previous year: none).

  3. Loans and credits to the Board of Directors and the Group Management

    In the year under review, as in the previous year, no loans or credits were granted to members of the Board of Directors, the Executive Group Management Board or the Extended Group Management Board. Moreover, no loans or credits at non-standard market rates were granted to former members of the Board of Directors, the Executive Group Management Board or the Extended Group Management Board, either in the year under review or the previous year. At the end of the year under review, as in the previous year, there were no credit or loans outstanding to (current or former) members of the Board of Directors, the Executive Group Management Board or the Extended Group Management Board.

  4. Compensation, loans, and credits to closely related persons

    In the year under review and the previous year, no non-market-based compensation was awarded to persons who are closely related to the members of the Board of Directors, the Executive Group Management Board or the Extended Group Management Board respectively. At the end of the year under review, as in the previous year, there were no credits or loans outstanding to persons related to active or former members of the Board of Directors or the Group Management or Extended Group Management.

  5. Impermissible compensation

In the year under review and the previous year, the company did not award any severance payments to the members of the Board of Directors, the Executive Group Management Board or the Extended Group Management Board respectively. Likewise, in the year under review and the previous year, no compensation was paid in advance to members of the Board of Directors, the Executive Group Management Board or the Extended Group Management Board.

Mir+Ihr=Zäme Nous+Vous=Nous Tous Noi+Voi=Noi Tutti Nus+Vus=Ensemen

The Swatch Group Ltd

P.O. Box 1232, Seevorstadt 6

2501 Biel/Bienne, Switzerland

Phone: +41 32 343 68 11

https://www.swatchgroup.com/contactus

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