Annual Report 2025

Annual Report 2025

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4. Remuneration Governance

Authority for decisions related to remuneration is governed by the Articles of Incorporation and the Organisational Regulations of the Board of Directors of Geberit AG.

  • The prospective maximum aggregate amounts of remuneration of the members of the BoD and of the GEB are subject to a binding shareholders’ vote at the AGM.

  • The Remuneration Report for the preceding period is subject to a consultative vote.

4.1 Nomination and Compensation Committee (NCC)

Pursuant to the Articles of Incorporation and the Organisational Regulations of Geberit AG (see also Articles of Incorporation), the NCC supports the BoD in the fulfilment of its duties and responsibilities in the area of remuneration and personnel policy, including:

  • Establishment and periodical review of the Group’s remuneration policy and principles

  • Pre-determination of annual expected short-term financial and ESG targets for the CEO and the other members of the GEB and pre-definition of the annual performance target for the LTP for the approval of the BoD

  • Yearly review of the individual remuneration of the CEO and of the other members of the GEB

  • Yearly performance assessment of the CEO and of the other members of the GEB

  • Preparation of the Remuneration Report

  • Personnel development of the GEB

  • Succession planning and nomination for positions on the GEB

  • Pre-selection of candidates for election or re-election to the BoD

Approval and authority levels on remuneration matters

Approval and authority levels on remuneration matters

Decision on

 

CEO

 

NCC

 

BoD

 

AGM

Remuneration policy and guidelines, in line with the provisions of the Articles of Incorporation

 

 

 

Proposes

 

Approves

 

 

Maximum aggregate amount of remuneration for the BoD and for the GEB

 

 

 

Proposes

 

Reviews

 

Binding vote

Individual remuneration of members of the BoD

 

 

 

Proposes

 

Approves

 

 

Individual remuneration of the CEO (including annual base salary, STP1, LTP2)

 

 

 

Proposes

 

Approves

 

 

Individual remuneration of the other members of the GEB

 

Proposes

 

Reviews

 

Approves

 

 

LTP2 grant for all other eligible parties

 

Proposes

 

Reviews

 

Approves

 

 

Remuneration Report

 

 

 

Proposes

 

Approves

 

Consultative vote

1

Short-Term Participation

2

Long-Term Participation

The NCC meets at least three times per year and consists exclusively of independent and non-executive members of the BoD who are elected annually by the shareholders at the AGM. Since the 2021 AGM, the NCC has consisted of Eunice Zehnder-Lai as Chair as well as Werner Karlen and Thomas Bachmann as members. In 2025, the NCC held three meetings covering the agenda items listed below. The participation rate for the NCC meetings was 100%.

Nomination and Compensation Committee – Agenda items

 

 

February

 

September

 

December

Remuneration policy

 

  • Participation programmes (STP and LTP programme, review ongoing throughout the year)

 

 

 

 

GEB matters

 

  • STP payout (previous year)
  • Vesting of equity awards (previous years)
  • Option valuation and definition of performance criteria for LTP grant

 

  • Succession planning for GEB positions
  • Talent management session

 

  • General update of governance
  • Compensation level (following year)
  • Target setting for STP (following year)

BoD matters

 

 

 

  • BoD evaluation

 

  • BoD remuneration (following year)

Governance

 

  • AGM preparation (maximum amounts of remuneration of BoD and GEB to be submitted to “Say on Pay” votes)

 

  • Review of shareholders’ and proxy advisors’ feedback on the Remuneration Report

 

  • Draft Remuneration Report
  • Agenda NCC for following year
  • Compensation level Head Internal Audit (following year)

As a general rule, the Chair of the BoD, the CEO and the Head Corporate Human Resources participate in the meetings of the NCC. The Chair of the NCC may invite other executives as appropriate. However, the Chair of the BoD and the executives do not take part in the sections of the meetings where their own performance and/or remuneration are discussed. At the end of each meeting, a closed session takes place among the members of the NCC only.

After each meeting, the Chair of the NCC reports to the BoD on its activities and recommendations. The minutes of the NCC meetings are available to the full BoD.

Role of external consultants

The NCC may decide to seek advice from external consultants from time to time for specific compensation matters. In 2025, PricewaterhouseCoopers (PwC) Switzerland provided services related to executive compensation matters. PwC Switzerland was the auditor of Geberit until 2025 (audit of annual report 2024). PwC currently provides other services to Geberit. There are clear rules in place to ensure the independence of the auditors and PwC consultants. Further, internal compensation experts such as the Head Corporate Human Resources provided support and expertise.

4.2 Shareholder involvement

The shareholders are involved and have decision-making authority on various remuneration matters. They approve annually the maximum amounts of remuneration for the BoD and for the GEB in separate votes, and they are asked annually for their opinion and feedback on our remuneration system in general via the consultative vote on the Remuneration Report. In addition, the remuneration principles are governed by the Articles of Incorporation, which have been approved by the shareholders.

4.3 Articles of Incorporation

As required by the Swiss Code of Obligations, the Articles of Incorporation of Geberit include the following provisions on remuneration:

  • Principles applicable to performance-related pay (Article 21): The members of the GEB may be paid variable remuneration which may include short- and long-term elements and which is linked to the achievement of one or several performance criteria.

  • Binding votes on maximum aggregate remuneration amounts of the BoD and GEB (Article 22): Shareholders vote prospectively on the maximum aggregate remuneration amount for the BoD until the next ordinary AGM and for the maximum aggregate remuneration amount for the GEB for the following business year. Further, shareholders can express their opinion on the remuneration principles and structure through a consultative vote on the Remuneration Report.

  • Additional amount for payments to members of the GEB appointed after the vote on remuneration at the AGM (Article 23): For the remuneration of members of the GEB who have been appointed after the approval of the maximum aggregate remuneration amount by the AGM, and to the extent that the maximum aggregate remuneration amount as approved does not suffice, an amount of up to 40% of the maximum aggregate remuneration amount approved for the GEB is available without further approval of the AGM.

  • Loans, credit facilities and post-employment benefits for members of the BoD and the GEB (Article 26): No loans or credits shall be granted to members of the BoD or the GEB.

The provisions of the Articles of Incorporation have been kept broad so that the BoD has sufficient flexibility to make any necessary amendments to the remuneration programmes. The remuneration principles currently in place are more restrictive than the provisions of the Articles of Incorporation and are aligned with best practice in Corporate Governance; for example, the independent members of the BoD are not eligible for any variable remuneration or retirement benefits (see also 5. Remuneration architecture for the Board of Directors).

4.4 Process of determination of remuneration

Benchmarking and comparative groups

Geberit reviews the remuneration of the BoD and its executives, including that of the members of the GEB, every two to three years. This includes regular participation in benchmark studies on comparable functions in other industrial companies. The last benchmark analyses of the remuneration of the BoD, the CEO and the other members of the GEB were conducted in 2025 by PwC Switzerland. The remuneration analyses were based on a comparative group composed of the following 15 industrial companies of similar scale in terms of market capitalisation, sales and net income, with headquarters in Switzerland and with their shares traded on the SIX Swiss Exchange: Barry Callebaut, Dormakaba, Georg Fischer, Givaudan, Holcim, Mettler Toledo, Lonza, OC Oerlikon, Schindler, SFS Group, SGS, Sika, Sonova, Straumann and Sulzer. While many different factors, such as the individual role, experience in the role and contribution, company performance and affordability, are considered to determine remuneration levels, the policy of Geberit is to provide a target remuneration that is in principle positioned around the market median. The current BoD remuneration structure and levels will be kept as the BoD benchmark showed that they are broadly in line with market practice. The GEB benchmark indicated that for most positions the total remuneration lies below market. While the LTP target was increased from 125% to 135% of the annual base salary for the CEO and from 70% to 80% for other GEB members as of business year 2025, the NCC decided not to propose further adjustments to GEB remuneration.

4.5 Remuneration principles

Principles of remuneration for the Board of Directors

The members of the BoD receive fixed remuneration only in order to ensure their independence in exercising their supervisory duties. The remuneration is paid partially in cash and partially in blocked shares in order to closely align their remuneration with shareholders’ interests.

Principles of remuneration for the Group Executive Board

In order to ensure the company’s success and to maintain its position as market leader, it is crucial to attract, develop and retain the right talent. Geberit’s remuneration programmes are designed to support this fundamental objective and are based on the following principles:

  • Remuneration is competitive with that of other companies with which Geberit competes for talents.

  • Company performance is recognised and rewarded.

  • Remuneration programmes are balanced between rewarding short-term success and long-term value creation.

  • Participation programmes foster the long-term commitment and mindset of executives and the alignment of their interests to those of the shareholders.

  • Executives are protected against risks through appropriate pension and insurance programmes.