5.1 Remuneration approach

Pursuant to art. 26 of the Articles of Association, the compensation of the members of the Executive Committee is determined by the entire Board of Directors based on the proposal of the Remuneration and Nomination Committee and subject to and within the limits of the aggregate amounts approved by the general meeting. Regarding the compensation of the members of the Executive Committee (other than the CEO), the Remuneration and Nomination Committee works in consultation with the CEO.

In principle (and as set forth by the Organizational Regulations), members of the Executive Committee shall attend designated and selected sections of the meetings of the Board and Remuneration and Nomination Committee meetings as guests without the right to vote, except where not appropriate (e.g., if particular matters relating to their performance or remuneration are discussed). Compensation to members of the Executive Committee may be awarded in cash, in the form of shares in the Company and other benefits.

The remuneration framework for members of the Executive Committee consists of fixed base compensation in cash as well as variable compensation elements. The fixed compensation comprises the base salary, pension and other benefits. The variable compensation comprises short-term and long-term compensation components.

Below is an overview of the current remuneration framework for the Executive Committee.

5.1.1 Base salary

The base salary for each member of the Executive Committee is a fixed component of compensation paid in cash on a monthly or bi-weekly basis depending on market practice. The base salary reflects the scope and key responsibilities of the role as well as the qualification and skills required to perform the role, along with the employee’s individual skill set, qualifications and experience. Financial considerations, such as budget and affordability, are also evaluated together with market conditions and competitiveness (see section 2 “Remuneration philosophy and principles” of this Remuneration Report for further information regarding benchmarking analyses).

5.1.2 Pension and Other benefits

Pension and Other benefits provide security for employees and their dependents in the event of retirement, sickness, inability to work or death. The members of the Executive Committee participate in the pension and social insurance schemes in the countries where their employment contracts were entered into or where they are resident, as the case may be. As such, the plans vary according to local market practice and regulations; however, at a minimum, they reflect the statutory requirements of the respective countries. For example, in line with local employment practice for Swiss employees, all employees under Swiss employment contracts are covered by a supplementary non-compulsory occupational welfare plan in addition to PolyPeptide’s compulsory occupational pension scheme.

We also offer competitive employee benefits. Depending on market practice, such additional benefits may include a company car or car allowance, health coverage, variable vacation supplement, etc. and, where relevant, relocation-related and international benefits, such as executive benefits allowance or reimbursements, tax advisory services, etc. In addition, to the extent applicable and as supported by appropriate documentation and verification, supplemental awards to incoming Executive Committee members to compensate for remuneration forfeited at the previous employer (generally on a “like-for-like” basis) are reported as “Other benefits”. The monetary value of any of these remuneration elements is disclosed in the compensation tables.

Out-of-pocket expenses incurred by members of the Executive Committee in connection with their employment services for PolyPeptide are duly reimbursed in accordance with the applicable regulations and are not considered to be compensation subject to approval and, hence, are not further considered in the compensation tables presented further below.

5.1.3 Short-term incentive program

5.1.3.1 Overview

The short-term incentive program (“STIP”) is an annual cash-based incentive program intended to motivate and reward the Executive Committee to deliver on PolyPeptide’s short-term financial, operational and strategic objectives.

In accordance with art. 26 of the Articles of Association, the STIP performance targets are determined in advance by the Board of Directors, upon recommendation of the Remuneration and Nomination Committee, for one financial year, where any awards are based on the audited consolidated financial statements for that specific financial year (as applicable). Performance targets are determined on an annual basis for each member of the Executive Committee, taking into account such member’s position, responsibilities, and tasks, before or at the beginning of the one-year performance period. Pay-outs are subject to caps that are expressed as pre-determined multipliers of the respective performance target levels.

We set demanding STIP financial performance targets to incentivize the delivery of best-in-class financial and operational performance. The annual targets for the financial and operational objectives are derived from the Group’s annual budget and mid-term strategic plan. In parallel, individual performance targets (which are of a more qualitative and strategic nature and may include, for example, leadership skills, organizational development, demonstration of behaviors in line with PolyPeptide’s values and management of strategic projects) also serve to encourage and motivate the Executive Committee to achieve the Group’s objectives. As a general principle, the financial, operational and individual performance targets set each year further incorporate significant improvements against the previous year’s achievements. As such, we consider our STIP financial, operational and individual performance targets commercially sensitive information. Communicating such targets would provide privileged insight into PolyPeptide’s strategy and could lead to a competitive disadvantage. Therefore, we have decided not to disclose the specific STIP performance targets, but to provide a general comment on their achievement at the end of the cycle (e.g., see Table 14 in section 5.2.1 “Overview and performance assessment” of this Remuneration Report for an overview of the STIP target performance in 2024).

Following the end of the applicable financial year, the Remuneration and Nomination Committee assesses the achievement of the STIP financial and operational performance targets and calculates the corresponding payout factor, which is subject to approval of the Board of Directors. For the individual performance component, the Remuneration and Nomination Committee conducts an assessment of the individual contributions of each member of the Executive Committee and includes the corresponding payout factor in its proposal to the Board of Directors.

In case of termination of employment before the payout of the respective STIP, the STIP payout may be forfeited or reduced depending on the conditions of such termination and subject to applicable law. Any STIP awards are paid in cash by 30 June following the approval of the applicable audited consolidated financial statements and are not subject to forfeiture or clawback provisions.

5.1.3.2 2024 STIP

For the year ended 31 December 2024, the individual target incentive amount for the CEO corresponded to 75% of the base salary and for the other current members of the Executive Committee in office as of 31 December 2024 between 30–35% of the base salary depending on the role. The maximum payout amount for the CEO was equivalent to 112.5% of the base salary and for the other current members of the Executive Committee in office as of 31 December 2024 between 45–52.5% of the base salary.

Currently, payouts under the STIP are calculated based on the achievement level of the respective performance targets, with 100% achievement resulting in 100% payout. For each quantitative performance target, there is a minimum threshold performance level of 85% achievement of the performance target, below which there is no payout. There is also a maximum performance level of 115% achievement of the performance target, at which threshold the payout is capped at 150%. For each qualitative performance target, appropriate deliverables, ranges and/or milestones are defined at the start of the reporting period and subsequently assessed at the end of the reporting period. Linear extrapolation is used to calculate the payout between the minimum threshold and target, and target and maximum. Thus, total payout under the STIP can range from 0% to 150% of the target incentive amount.

For the year ended 31 December 2024, the STIP objectives for the Executive Committee comprised financial, operational, ESG and individual performance objectives, as detailed in the table below.

To drive engagement and coordinated efforts among the Executive Committee, the weightings and allocation of the STIP performance metrics were revisited in 2024 and are now the same for all members of the Executive Committee, with 85% dependent on Group-wide performance criteria and 15% on individual objectives. Furthermore, to underpin PolyPeptide’s commitment to sustainability, an ESG performance objective has also been added. The performance objectives were chosen because they are key value drivers for PolyPeptide and generally reward Executive Committee members for supporting the Group’s growth, liquidity and operational efficiency as well as increasing profitability and promoting sustainable value creation. The sustainability performance objective focuses on PolyPeptide’s green chemistry initiatives by assessing the Group’s progress with regard to solvent consumption, percolation deployment and progress in green solvent projects (see also Corporate Responsibility Report 2024).

5.1.4 Long-term incentive program

5.1.4.1 Overview

The share-based long-term incentive program (“LTIP”) is designed to motivate, reward and retain key employees by providing them with the opportunity to become shareholders as well as participate in the future long-term success and prosperity of PolyPeptide. Furthermore, the LTIP is intended to align the interests of eligible employees with those of the Company’s shareholders, to promote a performance culture throughout the organization and to align remuneration with the creation of shareholder value.

In accordance with art. 26 of the Articles of Association, the LTIP takes into account the sustainable long-term performance and strategic objectives of PolyPeptide. Achievements are generally measured based on a period of several years. The long-term compensation pay-outs are subject to caps that may be expressed as pre-determined multipliers of the respective target levels.

The Board of Directors or, to the extent delegated to it, the Remuneration and Nomination Committee determines the performance metrics, target levels and target achievement as well as grant, vesting, exercise, restriction and forfeiture conditions and periods in relation to shares or similar rights regarding shares to be awarded. In particular, the conditions may provide for continuation, acceleration or removal of vesting, exercise, restriction and forfeiture conditions and periods, for payment or grant of compensation based upon assumed target achievement, or for forfeiture, in each case in the event of pre-determined events such as a change of control or termination of an employment or mandate agreement. The Group may procure the required shares or other securities through purchases in the market or by using conditional share capital. Compensation may be paid by PolyPeptide or companies controlled by it.

For awards made to any members of the Executive Committee (including the CEO), the Board of Directors approves any granting of PSUs upon recommendation of the Remuneration and Nomination Committee. The LTIP award for the Executive Committee, reflecting the value of the PSUs at grant date (i.e., assuming 100% target achievement), will be subject to the maximum aggregate compensation amounts approved by the general meeting for the financial year in which the award is made. The number of shares vesting will depend on the achievements against the targets at the end of the three-year performance period and the LTIP value may vary based on the share price at the time of vesting.

With regard to the CEO, his employment agreement provides for an annual LTIP award target (i.e., assuming 100% target achievement) corresponding to 145% of his base salary for the allocation of PSUs. For the other current members of the Executive Committee, their employment agreements provide for an annual target corresponding to between 10–30% of their base salary for the allocation of PSUs depending on the role. For eligible employees outside the Executive Committee, such individuals will be selected by the CEO based on objective and subjective criteria determined by the Executive Committee.

5.1.4.2 LTIP Plan¹⁰

Beginning in 2023 and continuing in the first quarter of 2024, with the assistance of an external independent advisor, the Remuneration and Nomination Committee critically reviewed the structure of the LTIP, with the goal to establish a long-term incentive approach that fostered a culture of sustainable, high-quality performance with appropriate risk-taking. Following an iterative process, which included an industry and peer review, the LTIP rules (the “Plan”) were revised as of 11 April 2024 and included three new key performance metrics to be measured over a three-year performance period: (i) revenue to lay a solid foundation for the Group’s targeted future growth, (ii) EBITDA to focus management’s energy on restoring operational performance and profitability and (iii) Total Shareholder Return (“TSR”) to promote capitalization recovery and enable a balanced view of the Group’s performance by taking into account PolyPeptide’s shareholders’ perspective. Furthermore, to ensure broader alignment with strategic objectives and embed a shared commitment to PolyPeptide’s long-term success, the Board of Directors, upon recommendation of the Remuneration and Nomination Committee, expanded the eligible pool of participants to include all members of the Executive Committee, all members of the PolyPeptide Management Committee and other key members of the Group’s global senior management.

According to the Plan, in any calendar year between 1 January and 31 December, inclusive (a “Plan Year”), eligible employees may be awarded the contingent right to receive a certain number of registered Company shares in the future, provided that certain performance and other conditions are achieved (“Performance Share Unit(s)” or “PSU(s)”). Any shares awarded will only be transferred after such PSUs have vested and contingent upon continuous employment (subject to certain limited exemptions).

As a rule, the number of PSUs to be granted will equal the award amount (i.e., usually a defined percentage of base salary converted into CHF) divided by the volume-weighted average share price over the last 20 trading days prior to the LTIP grant date. PSUs represent an unsecured, contingent right to the future transfer of shares in accordance with and subject to the restrictions set out in the Plan. PSUs do not provide the participant with any shareholding rights such as dividends, voting rights or the like during the vesting period. The right to receive any PSUs and / or shares under the Plan cannot be settled in cash.

As alluded to above, the vesting of (i) 30% of the granted PSUs will be based on the cumulative revenue; (ii) 40% of the granted PSUs will be based on the cumulative EBITDA; and (iii) 30% of the granted PSUs will be based on TSR, in each case as achieved during the three-year performance period compared to pre-defined performance ranges with minimum, target and maximum goals set by the Board of Directors, upon recommendation from the Remuneration and Nomination Committee.

Revenue and EBITDA performance targets are aligned with the Group’s financial reporting cycles (i.e., three full financial years) and are derived from the audited financial statements.

TSR measures the Company’s share performance and total return to shareholders over time by combining share price appreciation and dividends expressed as an annualized percentage. The Company calculates TSR as follows: the compound annual growth rate (“CAGR”) between (i) the 20-day VWAP on the 21st trading day after the Company’s general meeting in the grant year and (ii) the 20-day VWAP on the 21st trading day after the Company’s general meeting relating to the last financial year of the applicable three-year performance period plus cumulative dividends per share distributed to the shareholders during this period (if any). The performance period of TSR is meant to capture and reflect shareholders’ reaction to the Group’s communicated performance outcomes of the preceding financial year.

An illustration of the performance periods for each of the measures is presented in Table 10.

Table 10:

LTIP Performance Periods

On the vesting date, if the minimum performance for any of the revenue, EBITDA or TSR measures as defined in the performance range is not met, the portion of the PSUs relating to that performance measure expires unconditionally and the respective PSUs do not vest. If the maximum performance is met or exceeded for a performance measure, participants may receive up to 200% of that portion of the PSUs relating to the respective performance measure. Between minimum and target performance as well as between target and maximum performance, the variable factor will increase linearly. The number of vested PSUs is subject to an absolute value cap representing, in each case, 500% of the original grant award.

Table 11:

LTIP

The annual LTIP performance targets are set considering a thorough outside-in approach conducted by an external independent advisor modelling future possible performance outcomes for the performance period as well as the Company’s mid-term strategy. The actual revenue, EBITDA and TSR targets are considered commercially sensitive information, and we believe that communicating such targets would provide privileged insight into PolyPeptide’s strategy and could lead to a competitive disadvantage. As such, in the event that any PSUs vest, we will provide information on the target achievement at the end of the respective performance period (i.e., for the 2024 LTIP award with the reporting for the financial year 2027, see Table 10).

If PSUs vest and the respective shares are transferred to a participant pursuant to the Plan, that participant will receive an additional number of shares to compensate for missed dividend payments during the vesting period. The number of additional shares will equal the total amount of dividends during the vesting period attributable to the shares transferred to that participant, divided by the volume weighted average share price over the last 20 trading days prior to the vesting date.

Upon recommendation of the Remuneration and Nomination Committee, the Board of Directors may in its discretion adjust PSUs as it deems appropriate in the case of variation of share capital (e.g., issues of shares or other equity securities) or other corporate events (other than a change of control) to maintain the value of the PSUs outstanding.

Generally, in case of termination for cause, breach of confidentiality or voluntary termination, PSUs are forfeited without compensation. In certain circumstances, for example the termination of employment as a result of death, all PSU grants will vest with immediate effect on a pro-rata basis at target (based on the period of active employment during the performance period). Upon the occurrence of a corporate event (e.g., change of control due to a merger), all unvested PSUs shall immediately vest at target. In the event of termination of employment due to retirement, permanent disability or if a participant’s employment is terminated without cause effective before the vesting date, any PSUs held will vest at the end of the applicable vesting period(s) on a pro-rata basis.

The Plan further includes clawback provisions that allow for the cancelation or forfeiture of all or part of any unvested PSUs or, following vesting of any PSUs, the repayment for all or part of any vested PSUs, shares or cash settlements made under the Plan. These provisions apply in cases where, inter alia, the participant (i) engages in any act or omission that is considered malfeasance, fraud or misconduct, (ii) materially breaches any legal, regulatory or contractual obligations and/or internal policy of PolyPeptide, and/or (iii) takes part in any specific conduct that leads (or substantially contributes) to (A) the Company or PolyPeptide having to restate financial statements and / or (B) an inaccurate assessment of any performance or other condition under the Plan pursuant to which the individual LTIP award was made.

For PSUs granted in 2023, the LTIP is determined based on the three-year average of annual return on net operating assets (RONOA) and the three-year weighted cumulative basic earnings per share (EPS) objectives of the Company, each with a weighting of 50%. The vesting conditions for those grants remain materially unchanged. For further information, see section 5.1.4.2 “LTIP Plan” of the Remuneration Report 2023.

5.1.4.3 LTIP Plan awards and vesting of prior awards

The following table provides an overview of granted entitlements (PSUs) under the LTIP awards in 2024 and 2023.

There were no PSUs outstanding that would have vested in 2024.

5.2 Compensation of the Executive Committee

5.2.1 Overview and performance assessment

For the year ended 31 December 2024, the Executive Committee received base salary, variable compensation and pension and Other benefits in line with the remuneration framework described in section 5.1 “Remuneration approach” of this Remuneration Report.

Overall, in 2024, the total variable compensation of the CEO (i.e., STIP and LTIP) amounted to 60.3% of his total compensation and 151.9% of his total fixed compensation (i.e., base salary, pension costs, Other benefits and social security contributions). For the other members of the Executive Committee (excluding the CEO), the total variable compensation (i.e., STIP and LTIP) amounted to an average of 19.8% of the total compensation and an average of 24.6% of the total fixed compensation (i.e., base salary, pension costs, Other benefits and social security contributions). Below is a cumulative overview of the compensation received by the Executive Committee.

Table 13:

Breakdown of Executive Committee compensation

In light of PolyPeptide’s reported revenue increase of 5.1% and EBITDA of EUR 25.4 million, the STIP 2024 financial performance objectives were between the minimum threshold and target for growth but below the threshold for profitability. In terms of Net Working Capital, the performance objective’s achievement was close to the maximum threshold for H1 2024 and above the maximum threshold for H2 2024. With regard to the ESG objective, the Group’s overall achievement was between the minimum threshold and target. Upon recommendation of the Remuneration and Nomination Committee following its assessments of the respective individuals, the Board determined that the members of the Executive Committee had achieved between 75% and 150% of their respective personal objectives.

Table 14 illustrates the outcome of the STIP performance targets for 2024 (see Table 9 in section 5.1.3.2 “2024 STIP” of this Remuneration Report for an overview of the 2024 STIP performance objectives and weighting for the Executive Committee).

Table 14:

2024 STIP performance of objectives¹

Thus, under the STIP 2024, the combined payout for the financial, operational and individual performance targets is 63.8% of the STIP target incentive amount for the CEO and between 52.6% and 63.8% of the STIP target incentive amounts for the other current members of the Executive Committee in office as of 31 December 2024.

5.2.2 Aggregate compensation of the Executive Committee

The following table shows the total aggregate compensation for the CEO (i.e., Juan José González) as the highest paid member of the Executive Committee during the period under review as well as the aggregate amount for the other current and former members of the Executive Committee for the period from 1 January 2024 to 31 December 2024.

For the year ended 31 December 2024, the Executive Committee received total remuneration of CHF 4,714,606 (2023: CHF 4,715,682). This is an overall decrease of 0.02% compared to the previous year, with the main changes explained in greater detail below.

Additional commentary

The summaries below provide additional commentary with regard to the changes in the composition of the remuneration paid to the Executive Committee in 2024 as compared to 2023:

Composition of the Executive Committee: Table 15 reflects the remuneration of the current and former members of the Executive Committee for the period from 1 January 2024 to 31 December 2024, with 5.0 full-time equivalents in total. In 2024, Neil James Thompson stepped down as Director Global Sales and Marketing and member of the Executive Committee as of 26 April 2024. Thus, the totals reflected in Table 15 include, inter alia, (i) the compensation paid to Lalit Ahluwalia during the CFO transition period that from 1 January 2024 to 29 February 2024 following Marc Augustin’s commencement as CFO on 1 January 2024 and (ii) the pro-rated compensation paid to Neil James Thompson as Director Global Sales and Marketing as well as compensation paid during his six-month contractual notice period that ended on 1 November 2024.

Table 16 reflects the remuneration of the current and former members of the Executive Committee, with 6.39 full-time-equivalents in total, for the period from 1 January 2023 to 31 December 2023. In 2023, PolyPeptide experienced transitions at the level of both the CEO and CFO. Specifically, Juan José González joined as CEO and member of the Executive Committee as of 12 April 2023, succeeding Raymond De Vré who resigned as CEO and member of the Executive Committee as of 30 January 2023. Jan Fuhr Miller resigned as CFO and member of the Executive Committee on 30 April 2023, and Lalit Ahluwalia joined as CFO ad interim and member of the Executive Committee as of 1 May 2023. Thus, the totals reflected in Table 16 include, inter alia, (i) the compensation paid to Neil James Thompson (Director Global Sales and Marketing), Jens Fricke (Director Global Operations) and Christina Del Vecchio (General Counsel, including a one-time appreciation bonus), (ii) the pro-rated compensation paid to Raymond De Vré as CEO as well as compensation paid during his six-month contractual notice period that ended on 31 July 2023, (iii) the pro-rated compensation paid to Juan José González as of 12 April 2023, (iv) the pro-rated compensation paid to Jan Fuhr Miller as CFO effective 1 January 2023 until 30 April 2023 as well as compensation paid until his departure on 30 June 2023, (v) the pro-rated compensation paid to Lalit Ahluwalia as CFO ad interim and member of the Executive Committee effective 1 May 2023 until he stepped down from the Executive Committee as of 31 December 2023 and (vi) the pro-rated compensation paid to Daniel Lasanow (former Director Global Operations) for the applicable portion of his contractual 12-month notice period that ended on 30 November 2023.

Base salary: The variance in base salary between 2023 and 2024 (a decrease of 12.8%) is mainly due to the changes in the composition of the Executive Committee, as described above. For members of the Executive Committee in office as of 31 December 2023 and 31 December 2024, respectively, the aggregated base salary levels in CHF increased by 4.5% in 2024 as compared to 2023, mainly due to individual salary increases and currency rate fluctuations.

Other benefits: Other benefits decreased by 58.4% in 2024 as compared to 2023, mainly due to the changes in the composition of the Executive Committee, as described above.

STIP: The total payout under the STIP in 2024 is 7.5% higher than in 2023, reflecting the performance levels as described in section 5.2.1 “Overview and performance assessment” of this Remuneration Report. The comparison of the total payouts in 2024 as compared to 2023 is further impacted by the changes to the composition of the Executive Committee, as described above.

LTIP: In 2024, the LTIP was expanded to all members of the Executive Committee (four (4) participants) whereas in 2023, Juan José González was the only employee eligible to participate in the LTIP and was granted 34,040 PSUs. Thus, this line item proportionally increased reflecting the additional individual LTIP awards made in 2024.

Reconciliation of compensation to shareholder resolutions

For the year ended 31 December 2023, the AGM 2022 approved a maximum aggregate amount of fixed and variable compensation for the Executive Committee of CHF 7,000,000 (including all employee and employer social security and pension contributions). Two new members were promoted to the Executive Committee and Juan José González was newly appointed to the Executive Committee in each case after the AGM 2022; however, no additional compensation amount in excess of that approved by the AGM 2022 was paid / granted, since the approved aggregate amount of compensation for the financial year 2023 was sufficient to compensate those newly appointed members. The compensation paid / granted to the Executive Committee in the year ended 31 December 2023 amounted to CHF 4,715,682 (including all employee and employer social security and pension contributions). It is thus within the limits of the amount approved by the extraordinary shareholders’ meeting for the same period.

For the year ended 31 December 2024, the AGM 2023 approved a maximum aggregate amount of fixed and variable compensation for the Executive Committee of CHF 7,000,000 (including all employee and employer social security and pension contributions). One new member was appointed to the Executive Committee after AGM 2023 (i.e., the CFO); however, no additional compensation amount in excess of that approved by the AGM 2023 has been paid / granted, since the approved aggregate amount of compensation for the financial year 2024 was sufficient to compensate the members of the Executive Committee. The compensation paid / granted to the Executive Committee in the year ended 31 December 2024 amounted to CHF 4,714,606 (including all employee and employer social security and pension contributions). It is thus within the limits of the amount approved by the shareholders’ meeting for the same period.

Table 17 below shows the reconciliation between the compensation that has been paid / granted for the respective term of office and the maximum aggregate amount approved by the general meeting:

5.3 Loans, credits and related-party compensation

In accordance with art. 28 of the Articles of Association, no loans or credits were directly or indirectly granted or outstanding as at 31 December 2024 or 31 December 2023, respectively, to current members of the Executive Committee. In addition, no loans or credits were directly or indirectly granted or outstanding as at 31 December 2024 or 31 December 2023, respectively, to former members of the Executive Committee.

For the years ended 31 December 2024 and 31 December 2023, respectively, no compensation was directly or indirectly paid or granted to persons closely associated with current or former members of the Executive Committee. In addition, no loans or credits were directly or indirectly granted or outstanding as at 31 December 2024 or 31 December 2023, respectively, to persons closely associated with current or former members of the Executive Committee.

For the related party transactions, refer to note 22 “Related parties” of the consolidated financial statements in the Financial Report 2024.