Annual Report 2024

Remuneration 2024

Board of Directors

This section is audited pursuant to Article 728a of the Swiss Code of Obligations. Due to rounding, individual amounts may not exactly match the totals provided.

Remuneration, Loans, and Credit Facilities

The members of the Board of Directors received a total remuneration of CHF 1.1 million in the year under review (2023: CHF 1.0 million). It consisted of a fixed remuneration and included social security payments. Total remuneration increased slightly in comparison to the prior year figures because the remuneration of Ines Pöschel is now covering the full financial year.

2024

in CHF 1 000 (gross), (audited)

Fixed remuneration

Social security

Total fixed remuneration

Expense allowance

Patrick Burkhalter, Chairman

254

18

272

6

Dr. Martin Zwyssig, Deputy Chairman

124

9

133

6

Prof. Adrian Altenburger, Member

124

9

133

6

Sandra Emme, Member

124

9

133

6

Urban Linsi, Member

124

9

133

6

Ines Pöschel, Member

124

9

133

6

Stefan Ranstrand, Member

124

9

133

6

Total1)

998

74

1 072

42

1) The remuneration is rounded to the nearest thousand. Due to rounding, amounts may not precisely add up to the totals provided.

The Annual General Meeting 2024 has approved CHF 0.35 million for the period of January 1, 2024, to the Annual General Meeting 2024 and CHF 1.4 million from the Annual General Meeting 2024 to the Annual General Meeting 2025. The remuneration until Annual General Meeting 2024 stayed within the limits approved at the Annual General Meetings 2023 and 2024. In the 2025 compensation report, we will report on the limit approved for the term from Annual General Meeting 2025 to Annual General Meeting 2026.

2023

in CHF 1 000 (gross), (audited)

Fixed cash remuneration

Social security

Total fixed remuneration

Expense allowance

Patrick Burkhalter, Chairman

254

18

272

6

Dr. Martin Zwyssig, Deputy Chairman

124

9

133

6

Prof. Adrian Altenburger, Member

124

9

133

6

Sandra Emme, Member

124

9

133

6

Urban Linsi, Member

124

9

133

6

Ines Pöschel, Member1)

83

6

89

4

Stefan Ranstrand, Member

124

9

133

6

Total2)

957

71

1 027

40

Approved Remuneration by the Annual General Meeting 20233)

1 400

1) Ines Pöschel was elected to the Board of Directors at the 2023 Annual General Meeting.

2) The remuneration is rounded to the nearest thousand. Due to rounding, amounts may not precisely add up to the totals provided.

3) For the fiscal year 2023.

In 2024 and 2023, none of the members of the Board of Directors received any remuneration or loans from the Group other than those disclosed in this report. No allowances or loans were paid to related parties of the members of the Board of Directors, and no remuneration was assigned to former members of the Board of Directors or related parties.

As at December 31, 2024, no credits or loans were outstanding (December 31, 2023: none).

Participation Rights and Options on such Rights

No shares or options were granted to the members of the Board of Directors in the year under review.

The members of the Board of Directors (including related persons) owned the following numbers of shares of BELIMO Holding AG:

Number of shares, (audited)

December 31, 2024

December 31, 2023

Prof. Adrian Altenburger

1 085

1 000

Patrick Burkhalter

71 475

71 300

Sandra Emme

485

400

Urban Linsi1)

160 915

160 630

Ines Pöschel

385

300

Stefan Ranstrand

410

325

Dr. Martin Zwyssig

585

500

Total

235 340

234 455

1) Urban Linsi is a member of the registered shareholder group Linsi, which holds a total of 2 400 000 voting shares (2023: 2 400 000).

Activities in Other Undertakings

The following table lists the comparable functions in other companies with an economic purpose of the members of the Board of Directors in other companies in accordance with article 734e of the Swiss Code of Obligations and Art. 25ter of the Articles of Incorporation:

Other mandates, (audited)

Listed Company

2024

2023

Patrick Burkhalter, Chairman

BELIMO Automation AG1)

Member of the Board of Directors

X

X

Dr. Martin Zwyssig, Deputy Chairman

BKW AG

Member of the Executive Committee2)

X

X

X

Pension Fund Bernische Kraftwerke

Member of the Board of Directors

X

X

BKW group companies3)

Member of the Board of Directors

X

X

Prof. Adrian Altenburger, Member

Energie Wasser Bern

Member of the Board of Directors

X

X

J. Willers Engineering AG

Member of the Board of Directors

X

X

Pasquale Baurealisation AG

Member of the Board of Directors

X

Artha AG

Member of the Board of Directors

X

X

vyzn AG

Member of the Board of Directors

X

X

Sandra Emme, Member

Zehnder Group AG

Member of the Board of Directors

X

X

X

Urban Linsi, Member

Linsi Delco GmbH

Member of the Board of Directors

X

X

La stizun GmbH

Member of the Board of Directors

X

X

Ines Pöschel, Member

Alcon Inc.

Member of the Board of Directors

X

X

X

dormakaba International Holding AG

Member of the Board of Directors

X

X

X

Graubündner Kantonalbank

Member of the Board of Directors

X

X

X

Reichle Holding AG

Member of the Board of Directors

X

X

Stefan Ranstrand, Member

Trescal S.A.

Member of the Board of Directors

X

X

EQT AB Group

Advisory Board or Other Member

X

X

X

1) Subsidiary of the BELIMO Holding AG.

2) CFO BKW Group.

3) BKW group companies: BKW Building Solutions AG, BKW Energie AG, BKW Management AG, BKW Engineering AG, BKW Netzbeteiligung AG, Kraftwerke Oberhasli AG, BKW Infra Services AG.

Executive Committee

This section is audited pursuant to Article 728a of the Swiss Code of Obligations. Due to rounding, individual amounts may not exactly match the totals provided.

Remuneration, Loans, and Credit Facilities

The members of the Executive Committee received a total remuneration of CHF 5.7 million in the year under review (2023: CHF 5.3 million). This consisted of a fixed remuneration of CHF 3.0 million (2023: CHF 3.0 million) and a variable remuneration of CHF 2.6 million (2023: CHF 2.3 million). The base salary was slightly increased for one member of the Executive Committee, the other base salaries remained unchanged in comparison to prior year figures. The target variable remuneration was increased for all members of the Executive Committee. In 2024, the average target achievement was 119.2% (2023: 95.6%). The overall increase in achieving targets was due to the excellent achievement of the business objectives:

Performance Achievement 2024

Key Performance Indicator

Purpose

Achievement CEO

Average Achievement other members, Executive Committee

Sales growth of the Belimo Group

Measures Group sales growth

133%

133%

EBIT margin of the Belimo Group

Measures Group profitability

133%

133%

Regional sales growth

Measures regional sales growth

-

119%

Cost ratio of the respective Group Division

Measures the profitability of the respective Group Division

-

125%

Inventory to sales ratio

Measures efficient inventory management

-

68%

Purchasing cost reduction

Measures the reduction of manufacturing costs through value engineering

-

133%

Financial business objectives (weighted)

133%

128%

Credibility culture

Strengthens our culture of trust, integrity, competence, and responsibility

104%

108%

Operational excellence

Promotes reliable delivery of highest-quality products

98%

102%

Solution leadership

Ensures innovation leadership in our markets

100%

106%

Customer value

Sharpens our focus on customer requirements for unique products and services

102%

105%

Non-financial business objectives (weighted)

102%

105%

In 2024, the variable remuneration amounted to 98% of the fixed remuneration for the CEO and ranged from 83% to 89% of the fixed remuneration for the other Executive Committee members.

2024

in CHF 1 000 (gross), (audited)

CEO

Other members, Executive Committee

Total

Approved Remuneration by the Annual General Meeting 2024

Base salary

550

1 865

2 415

Social security and pension

140

427

567

Other benefits

10

54

64

Total fixed remuneration1)

700

2 346

3 046

Short-term cash incentive2)

525

1 452

1 977

Employee Share Purchase Plan

60

255

315

Social security and pension

101

255

356

Total variable remuneration1)

686

1 962

2 648

Total1)

1 386

4 308

5 694

7 300

Expense allowance

18

72

90

1) The remuneration is rounded to the nearest thousand. Due to rounding, amounts may not precisely add up to the totals provided.

2) Annual variable remuneration for 2024 paid in December 2024 and March 2025.

2023

in CHF 1 000 (gross), (audited)

CEO

Other members, Executive Committee

Total

Approved Remuneration by the Annual General Meeting 2023

Base salary

550

1 886

2 436

Social security and pension

114

359

473

Other benefits

10

59

69

Total fixed remuneration1)

673

2 304

2 977

3 600

Short-term cash incentive2)

406

1 249

1 656

Employee Share Purchase Plan

102

231

333

Social security and pension

95

248

343

Total variable remuneration1)

603

1 728

2 332

3 500

Total1)

1 277

4 032

5 309

7 100

Expense allowance

18

72

90

1) The remuneration is rounded to the nearest thousand. Due to rounding, amounts may not precisely add up to the totals provided.

2) Annual variable remuneration for 2023 paid in December 2023 and March 2024.

In 2024 and 2023, the highest remuneration paid to a member of the Executive Committee was to Lars van der Haegen, CEO.

In 2024 and 2023, none of the members of the Executive Committee received any remuneration or loans from the Group other than those disclosed in this report. No allowances or loans were paid to related parties of the members of the Executive Committee, and no remuneration was assigned to former members of the Executive Committee or related parties.

As at December 31, 2024, no credits or loans were outstanding (December 31, 2023: none).

Participation Rights and Options on Such Rights

In 2024, 1 809 shares (2023: 2 651 shares) were purchased by the members of the Executive Committee under the Employee Share Purchase Plan. The market price of the BELIMO Holding AG share at the pre-defined purchase date was CHF 595.00 (2023: CHF 441.20).

Number of shares, (audited)

2024

2023

Lars van der Haegen

346

811

Other members of the Executive Committee

1 463

1 840

Total

1 809

2 651

The members of the Executive Committee (including related persons) owned the following numbers of shares of BELIMO Holding AG:

Number of shares, (audited)

December 31, 2024

December 31, 2023

Dr. Elena Cortona

823

666

Gary Economides

2 364

1 899

James W. Furlong

2 275

2 108

Louis Scheidegger

1 733

1 576

Dr. Markus Schürch

1 415

1 091

Dr. Adrian Staufer

970

787

Lars van der Haegen

4 110

3 764

Total

13 690

11 891

In the periods following the inception of the Employee Share Purchase Plan, the number of shares held by the Executive Committee has developed as shown below.

Shares Held by
the CEO
Shares Held by the Executive Committee (without CEO)

The decrease in 2022 was attributable to the personnel changes within the Executive Committee.

Activities in Other Undertakings

The following table lists the comparable functions with economic purpose of the members of the Executive Committee in other companies in accordance with article 734e of the Swiss Code of Obligations and Art. 25ter of the Articles of Incorporation:

Other mandates, (audited)

Listed Company

2024

2023

Lars van der Haegen

Schweiter Technologies AG

Member of the Board of Directors

X

X

X

Elena Cortona

INTERROLL HOLDING AG

Member of the Board of Directors

X

X

X

Markus Schürch

Schuerch Investment AG

Member of the Board of Directors

X

X

Pension fund of BELIMO Automation AG

Member of the Board of Directors

X

X

Mobimo Holding AG

Member of the Board of Directors

X

X

Gary Economides, Jim Furlong, Louis Scheidegger, and Adrian Staufer have no other mandates with economic purpose.