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Compensation of the Executive Committee for 2025

Compensation of the Executive Committee: overview

Over the past three years, Sulzer has enhanced its sales, operational profitability and operational net cash flow through the Sulzer 2028 strategy. In 2025, we aligned the performance objectives used for the measurement of the variable compensation with the Sulzer 2028 ambition and were able to deliver another high-performing year. In line with our pay-for-performance principle, this resulted in a proportionate variable compensation payout.

Compensation for the Executive Committee: Compensation paid and granted compared to target and maximum compensation

In 2025, the Executive Committee received a total compensation of kCHF 12’022 (previous year: kCHF 12’548). This included kCHF 6’380 in base salary and bonus (previous year: kCHF 7’086), kCHF 4’046 in PSUs (previous year: kCHF 3’850), kCHF 1’567 in pension and social security contributions (previous year: kCHF 1’591), and kCHF 29 in other payments (previous year: kCHF 21).

Compensation of the Executive Committee

 

 

2025

 

 

Cash compensation

 

Deferred compensation based on future performance

thousands of CHF

 

Base salary

 

Bonus 2)

 

Other 3)

 

Pension and social security contribu- tions 4)

 

Total cash-based compensation

 

Estimated value of share-based grant under the performance share plan (PSP) 5)

 

Total (incl. conditional share-based grant)

Highest single compensation, Suzanne Thoma, CEO

 

1’050

 

1’321

 

-

 

432

 

2’803

 

1’558

 

4’361

Total Executive Committee 1)

 

3’390

 

2’990

 

29

 

1’567

 

7’976

 

4’046

 

12’022

1) Members of the Executive Committee whose notice period extends over two financial years are considered current members for both periods.

2) Expected bonus for the performance year 2025, to be paid out in the following year (accrual principle).

3) Other consists of tax services and relocation costs.

4) Includes the employer contribution to social security (including the expected employer contributions on equity awards), based on the fair value of all grants made in 2025 (PSP).

5) Represents the full fair value of the PSUs granted under the PSP in 2025. PSUs granted in 2025 had a fair value of CHF 175.14 at grant date, based on a third-party fair value calculation. While the share price to convert the grant value into a number of granted PSUs is based on the three-month weighted average share price before the grant date (CHF 141.63 per PSU for 2025 grants), the disclosed fair values are calculated on the grant dates by using market value approaches, which typically leads to differences between the original grant value according to the compensation architecture and the disclosed fair market values. Further information on share-based compensation can be found in note 29 to the consolidated financial statements of Sulzer.

 

 

2024

 

 

Cash compensation

 

Deferred compensation based on future performance

thousands of CHF

 

Base salary

 

Bonus 1)

 

Other 2)

 

Pension and social security contribu- tions 3)

 

Total cash-based compensation

 

Estimated value of share-based grant under the performance share plan (PSP) 4)

 

Total (incl. conditional share-based grant)

Highest single compensation, Suzanne Thoma, CEO

 

1’050

 

1’566

 

-

 

427

 

3’043

 

1’318

 

4’361

Total Executive Committee

 

3’405

 

3’681

 

21

 

1’591

 

8’698

 

3’850

 

12’548

1) Expected bonus for the performance year 2024, to be paid out in the following year (accrual principle).

2) Other consists of tax services and relocation costs.

3) Includes the employer contribution to social security (including the expected employer contributions on equity awards), based on the fair value of all grants made in 2024 (PSP).

4) Represents the full fair value of the PSUs granted under the PSP in 2024. PSUs granted in 2024 had a fair value of CHF 125.65 at grant date, based on a third-party fair value calculation. While the share price to convert the grant value into a number of granted PSUs is based on the three-month weighted average share price before the grant date (CHF 95.33 per PSU for 2024 grants), the disclosed fair values are calculated on the grant dates by using market value approaches, which typically leads to differences between the original grant value according to the compensation architecture and the disclosed fair market values.

The Executive Committee’s total compensation in 2025 decreased by 4.2% from the previous year, driven primarily by a lower average payout factor of 124% for the 2025 bonus plan (27% lower than in 2024).

The total compensation of kCHF 12’022 awarded to the Executive Committee members for 2025 is within the maximum aggregate amount of kCHF 17’500 approved by shareholders at the 2024 AGM. No severance payments were made to Executive Committee members in the current or prior year. Additionally, no compensation was granted to any related parties of the Executive Committee members in either year.

The below graphic shows the link between the development of Dr. Suzanne Thoma’s compensation for the past three years and the development of the TSR of Sulzer to illustrate the pay-for-performance principle visually.

Since Dr. Suzanne Thoma’s first full year as CEO in 2023, Sulzer’s TSR increased by 119% and the market capitalization increased by 71%. This strong pay-for-performance relationship underscores Sulzer’s high-performance orientation and highlights the company’s strong emphasis on aligning the interests of the Executive Committee with those of the shareholders to create long-term shareholder value and profitable growth.

Pay-for-performance link: total compensation versus TSR

As of December 31, 2025, and December 31, 2024, there were no outstanding loans or credits granted to Executive Committee members, former members or related parties.

Malus and clawback

The Board of Directors may determine that variable compensation is forfeited in full or in part (malus) or that a vested award will be recovered in full or in part (clawback) in situations of material misstatement of the financial results, an error in assessing a performance condition or in the information or assumptions on which the award was granted or vested, serious reputational damage to the company, gross negligence, or willful misconduct on the part of the participant.

Sulzer may recover in full or in part any variable compensation from Executive Committee members in situations of material misstatement of the financial results, an error in assessing a performance condition or gross misconduct of the participant.

In 2025, no malus or clawback were applied.

Shareholding requirements

The members of the Executive Committee are obliged to hold part of their shares until the end of their service period as follows:

Shareholding requirements as a percentage of annual gross base salary

Shareholdings of the members of the Executive Committee

As of the end of 2024 and 2025, the members of the Executive Committee held the following shares, share-based instruments or options in the company:

Shareholdings at December 31, 2025

 

 

2025

 

 

Sulzer shares

 

Share units under vesting in equity plan

 

 

Sulzer shares 1)

 

Performance share units (PSU) 2023

 

Performance share units (PSU) 2024

 

Performance share units (PSU) 2025

Executive Committee

 

29’756

 

28’753

 

25’028

 

23’187

Suzanne Thoma, CEO

 

12’292

 

12’778

 

10’490

 

8’897

Thomas Zickler, CFO

 

12’749

 

5’112

 

4’196

 

3’354

Haining Auperin, CHRO

 

-

 

4’217

 

3’462

 

2’751

Tim Schulten, Division President Chemtech

 

3’552

 

5’112

 

4’196

 

3’019

Ravin Ramsamy, Division President Services

 

1’163

 

1’534

 

1’897

 

2’549

Mathias Prüssing, Division President Flow

 

-

 

-

 

787

 

2’617

1) Total shares in all individual accounts, collected through the Corporate Governance Questionnaire. No Executive Committee member holds any options. No related parties own any shares, share-based instruments or options.

Shareholdings at December 31, 2024

 

 

2024

 

 

Sulzer shares

 

Share units under vesting in equity plan

 

 

Sulzer shares 1)

 

Performance share units (PSU) 2022

 

Performance share units (PSU) 2023

 

Performance share units (PSU) 2024

Executive Committee

 

11’171

 

14’679

 

33’865

 

28’437

Suzanne Thoma, CEO

 

4’374

 

2’120

 

12’778

 

10’490

Thomas Zickler, CFO

 

5’697

 

5’074

 

5’112

 

4’196

Haining Auperin, CHRO

 

-

 

1’142

 

4’217

 

3’462

Tim Schulten, Division President Chemtech

 

1’100

 

5’074

 

5’112

 

4’196

Jan Lüder, Division President Flow

 

-

 

-

 

5’112

 

4’196

Ravin Ramsamy, Division President Services

 

-

 

1’269

 

1’534

 

1’897

1) Total shares in all individual accounts, collected through the Corporate Governance Questionnaire. No related parties own any shares.