Annual Report 2023

Governance and RemunerationCorporate Governance ReportExecutive Committee

4Executive Committee

Through our Organizational Regulations, the Board of Directors has delegated the responsibility and authority necessary or appropriate for carrying out the day-to-day and operational activities of PolyPeptide to the Executive Committee under the leadership of the CEO.

The CEO is accountable for the sustainable management and results-oriented performance of the Group. As such, the CEO leads, manages, supervises and coordinates the Executive Committee and the PolyPeptide Management Committee as well as executes the corporate goals and strategy as set by the Board of Directors. The detailed responsibilities and functions of the Executive Committee, including the CEO and the CFO, are described in section 6 of the Organizational Regulations.

In general, meetings of the Executive Committee take place as determined by the CEO, with the expectation that there be no fewer than six such meetings per calendar year (as provided for in the Organizational Regulations). For the year ended 31 December 2023, the Executive Committee met twelve (12) times, in a combination of in-person sessions and video conferences, for an average duration of approximately two (2) hours. The resolutions of the Executive Committee are taken by the majority of the members of the Executive Committee present, where the CEO has the power to overrule any Executive Committee resolution. At each meeting the CFO presents the financial situation of the Group, followed by a discussion on other non-financial predetermined agenda items covering a range of topics across all relevant business and operational areas. The Organizational Regulations set forth procedures to address conflicts of interest.

4.1Members of the Executive Committee

As of 31 December 2023, the Executive Committee comprised the CEO, the CFO, the General Counsel, the Director Global Sales and Marketing and the Director Global Operations. The year of appointment in the table below reflects each Executive Committee member’s respective appointment in their current position with the Group (including at Group subsidiaries).

Name	Year of birth	Year of appointment	Position

Juan José González 1	1972	2023	CEO
Lalit Ahluwalia 2	1951	2023	CFO ad interim
Christina Del Vecchio	1978	2021	General Counsel
Neil James Thompson	1972	2022	Director Global Sales and Marketing
Jens Fricke	1965	2022	Director Global Operations

1 Dr. Peter Wilden assumed the role of Executive Chair on 30 January 2023 following the resignation of Raymond De Vré (the then current CEO) (see section 4.1 “Members of the Executive Committee” of the Corporate Governance Report 2022). Upon the appointment of Juan José González as CEO effective 12 April 2023 and the completion of his introduction to PolyPeptide, Dr. Wilden stepped down from his executive duties as of 30 September 2023 and continued his role as Chair of the Board of Directors of PolyPeptide Group AG. See section 3.1 “Members of the Board of Directors” of this Corporate Governance Report.

2 As announced on 3 April 2023, Jan Fuhr Miller resigned as CFO, and Lalit Ahluwalia assumed the role of CFO ad interim and member of the Executive Committee effective 1 May 2023 until 31 December 2023. On 15 August 2023, PolyPeptide announced the appointment of Marc Augustin as new CFO. He joined the Company and became a member of the Executive Committee as of 1 January 2024.

Set out below is a short description of the business experience, education and activities for each Executive Committee member in office as of 31 December 2023. For the information regarding the former Chief Executive Officer, Raymond De Vré, who resigned as of 30 January 2023, and the former Chief Financial Officer, Jan Fuhr Miller, who resigned as of 1 May 2023, see section 4.1 “Members of the Executive Committee” of the Corporate Governance Report 2022.

Juan José González

Chief Executive Officer

Nationality: Peruvian and American

Year of birth: 1972

Professional background

Functions at PolyPeptide

Chief Executive Officer (as of 12 April 2023)¹⁴
Chair / Member of the board of directors of several PolyPeptide subsidiaries (since 2023)

Outside mandates at listed / non-listed companies or non-profit organizations

Member of the board of directors and Member of the Audit & Remuneration Committee, Straumann Group (IPO in 1998), Switzerland (since 2019)

Former outside activities and functions

Chief Executive Officer, Ambu, Denmark (2019–2022)
Various senior roles within the Johnson & Johnson Group, USA (2007–2019), including Global Vice President, Smoking Cessation, OTC division, UK, (2007), Area Managing Director, Consumer sector, United Kingdom (2011–2013) and ultimately serving as President Orthopeadics, Medical Devices sector, USA (2016–2019)
Commercial Director Europe, Middle East and Africa, Pfizer Inc. Consumer Healthcare Division, UK, (2004–2006)
Engagement Manager, U.S., Europe, Asia Pacific and Latin America–Global Consumer and Private Equity Practices, McKinsey & Company, USA (1999–2004)
Country Marketing and Sales manager–Consumer Electronics and Home Application Retail Division, Repsol, Peru (1996–1997)
Sales Supervisor, Peru (1993-1994) and Regional Sales Manager, Peru, Ecuador and Bolivia (1995), The Procter & Gamble Company, Peru (1993–1995)

Education

Master of Technology Management, Columbia University, New York, USA (2016)
MBA in Marketing and Corporate Finance, University of Notre Dame, USA (1999)
Bachelor of Science in Industrial Engineering, University of Lima, Peru (1993)

14 Dr. Peter Wilden assumed the role of Executive Chair on 30 January 2023 following the resignation of Raymond De Vré (the then current CEO) (see section 4.1 “Members of the Executive Committee” of the Corporate Governance Report 2022). Upon the appointment of Juan José González as CEO effective 12 April 2023 and the completion of his introduction to PolyPeptide, Dr. Wilden stepped down from his executive duties as of 30 September 2023 and continued his role as Chair of the Board of Directors of PolyPeptide Group AG. See section 3.1 “Members of the Board of Directors” of this Corporate Governance Report.

Lalit Ahluwalia

Former Chief Financial Officer ad interim

Nationality: American

Year of birth: 1951

Professional background

Functions at PolyPeptide

Chief Financial Officer ad interim (1 May 2023–31 December 2023)¹⁵
Chief of Staff to the Executive Chair of PolyPeptide (February 2023–April 2023)

Outside mandates at listed / non-listed companies or non-profit organizations

None

Former outside activities and functions

Vice President Special Projects, Ferring Pharmaceuticals Inc., USA (2018–January 2023)
Chief Financial Officer, Ferring Pharmaceuticals Inc., USA (2010–2018)
Member of the Supervisory Board, Ferring India Private Ltd, India (2013–January 2023)
Head of Business Finance, Ranbaxy Laboratories Ltd., India (2001–2006) and Chief Financial Officer, Ranbaxy Pharmaceuticals Inc., USA (2006–2010)
Vice President of Business Development, Gillette India Pvt. Ltd. (1992–1996), Finance Director, Gillette Group South Africa Pty Ltd., South Africa (1996–2000), Finance Director, Gillette India Ltd, India (2000–2001)
Chief Financial Officer, Frito Lay, India (1989–1991)
Head Treasury and Financial Planning (1987–1989), General Manager, Classic Finance (1986), Manager Strategic Planning and Diversification Group (1984–1985); Financial Controller Hotels Division (1979–1984), Financial Controller, Printing and Packaging Factory (1976–1978), Internal Auditor (1975–1976), ITC Ltd, India (1975–1989).
Assistant, Accounting, British Steel Corporation, United Kingdom (1971–1975)

Education

Bachelor’s Degree with Honors in Commerce, St. Xavier’s College, Kolkata, India (1970)
Associate Member, The Chartered Institute of Management Accountants, United Kingdom (1975)

15 As announced on 3 April 2023, Jan Fuhr Miller resigned as CFO, and Lalit Ahluwalia assumed the role of CFO ad interim and member of the Executive Committee effective 1 May 2023 until 31 December 2023. On 15 August 2023, PolyPeptide announced the appointment of Marc Augustin as new CFO. He joined the Company and became a member of the Executive Committee as of 1 January 2024. Mr. Ahluwalia will remain as a senior advisor to PolyPeptide until 29 February 2024. For the information regarding the former Chief Financial Officer, Jan Fuhr Miller, see section 4.1 “Members of the Executive Committee” of the Corporate Governance Report 2022.

Christina Del Vecchio

General Counsel

Nationality: Swiss and Swedish

Year of birth: 1978

Professional background

Functions at PolyPeptide

General Counsel and Corporate Secretary (since 2021)
Member of the board of directors of a PolyPeptide subsidiary (since 2023)

Outside mandates at listed / non-listed companies or non-profit organizations

None

Former outside activities and functions

Counsel, Niederer Kraft Frey AG, Switzerland (2018–2021)
Senior Associate, Niederer Kraft Frey AG, Switzerland (2013–2018)
Associate, Latham & Watkins LLP, United Kingdom (2008–2012)

Education

Juris Doctor, James Kent Scholar, Columbia Law School, USA (2008)
Bachelor of Arts, summa cum laude, University of Florida, USA (2000)

Neil James Thompson

Director Global Sales and Marketing

Nationality: British

Year of birth: 1972

Professional background

Functions at PolyPeptide

Director Global Sales and Marketing (since 2022)
Group Commercial Director (2019–2021)
Director Business Development Europe (2015–2019)
Associate Director Business Development Europe (2010–2015)
Business Manager Custom Development (2006–2010)
Regional Sales Manager (2004–2005)

Outside mandates at listed / non-listed companies or non-profit organizations

Member of the EuroPeptides Advisory Board for the EuroPeptides / EuroTIDES / TIDES Europe event (since 2012) (event managed and ran by Informa PLC – listed company)

Former outside activities and functions

Peptide Product Manager, Bachem (UK) Ltd, United Kingdom (2001–2003)
Assistant Production Manager, Bachem (UK) Ltd, United Kingdom (1999–2003)
Assistant Production Manager, Peninsula Laboratories (Europe) Ltd, United Kingdom (1993–1999)

Education

Bachelor of Science in Applied Chemistry and Biochemistry, Liverpool John Moores University, United Kingdom (1997)

Jens Fricke

Director Global Operations

Nationality: Danish

Year of birth: 1965

Professional background

Functions at PolyPeptide

Director Global Operations (since 2022)
Member of the board of directors of several PolyPeptide subsidiaries (since 2021)
General Director Scandinavia (2013–30 November 2022)

Outside mandates at listed / non-listed companies or non-profit organizations

None

Former outside activities and functions

Director API Production, LEO Pharma, Denmark (2008–2013)
Leading positions with increasing responsibilities in Aseptic Production and API Production, ALK Abello, Denmark (1998–2008)
Chemist at Novo Nordisk / Hema Sure, Denmark (1995–1998)

Education

Master of Sciences in Biochemistry, the University of Copenhagen, Denmark (1993)
Strategic Leadership, IMD Lausanne, Switzerland (2010–2011)

On 15 August 2023, PolyPeptide announced the appointment of Marc Augustin as new CFO. He joined the Company and became a member of the Executive Committee as of 1 January 2024. Below is a short description of Mr. Augustin’s the business experience, education and activities.

Marc Augustin

Chief Financial Officer

Nationality: German

Year of birth: 1972

Professional background

Functions at PolyPeptide

Chief Financial Officer (as of 1 January 2024)

Outside mandates at listed / non-listed companies or non-profit organizations

None

Former outside activities and functions

Head Finance Mammalian and Microbial Business Unit, Vice President Finance Biologics and Global Head Sales Excellence Biologics, Lonza AG, Switzerland (2016–December 2023)
Finance Director Switzerland, Head of Finances Operations Orthopaedics Europe, Smith & Nephew Orthopaedics AG, Switzerland (2009–2016)
Head Of Finance & Administration (Site Controller), Alcoa Extrusion Hannover GmbH & CO. KG, Germany (2008–2009)
Business Unit Controller Accessibility, ThyssenKrupp Elevator AG, Germany (2004–2008)
Senior Project Manager M&A / Controlling, ThyssenKrupp Services AG, Germany (2001–2004)
Management Trainee, Babcock Borsig AG, Germany (1998–2001)

Education

MBA in Controlling, Tax, Heinrich-Heine-Universität Düsseldorf, Germany (1998)

In 2023, the Executive Committee, under the leadership of the CEO, was further supported by additional members of management, that, together with the Executive Committee, formed the PolyPeptide Management Committee.

4.2Other activities and vested interests

Except as disclosed in the biographies of the members of the Executive Committee, no further activities or vested interests are carried out outside of PolyPeptide.

4.3Mandates and other permitted activities

In accordance with Swiss law, our Articles of Association limit the number of functions in superior management or administrative bodies of legal units other than with PolyPeptide that members of the Executive Committee are allowed to hold at one time.

Pursuant to art. 23 of the Articles of Association, with the approval of the Board of Directors, the members of the Executive Committee may have the following comparable functions at other companies with an economic purpose (including their group):

up to one (1) mandate as member of the board of directors or any other superior management or administrative body of listed companies; and, in addition
up to five (5) mandates as member of the board of directors or any other superior management or administrative body of other legal entities that do not meet the above mentioned criteria.

With respect to the additional activities of the members of the Executive Committee, mandates in companies that are under uniform control or the same beneficial ownership are deemed to be one mandate.

The following mandates shall not be subject to the limitations set forth in art. 23 of the Articles of Association:

mandates in companies which are controlled by the Company or which control the Company;
mandates held at the request of the Company or companies controlled by it; no member of the Executive Committee shall, however, hold more than ten (10) such mandates; and
mandates in associations, charitable organizations, foundations, employee welfare foundations and other similar organizations; no member of the Executive Committee shall, however, hold more than fifteen (15) such mandates.

4.4Management contracts

The Company and its subsidiaries have not entered into any management contracts with third parties.

4.5Gender guidelines

As of 31 December 2023, one (1) out of five (5) members of the Executive Committee was female (20%). The Remuneration and Nomination Committee, together with the Board of Directors, actively considers gender diversity in succession planning of the Executive Committee.

Board of Directors

Compensation, shareholdings and loans