IE 11 is a very old Browser and it`s not supported on this site

6. Group Executive Board: Compensation, loans and stock ownership

6.1 Goals and achievement of goals

For the 2025 financial year, the following goals were defined for the Group Executive Board and assessed by the Compensation Committee:

Quantitative targets

Target

Assessment

KPIs

– Assets under management

10% Growth

Performance below expectation

– Cost-Income ratio

<75%

Performance below expectation

– Return on equity

>20%

Performance below expectation

Qualitative targets

KPIs

– Performance quality of products

>50% AuM outperform benchmark

Performance in line with expectations

>50% of AuM in 1st and 2nd quartile vs. Peers

Performance in line with expectations

– ESG

Further development of the ESG-initiatives

Performance in line with expectations

The 2025 financial year was once again characterized by a challenging market environment. The performance-based assessment for the purposes of variable compensation presents an overall differentiated picture.

The quantitative targets – in particular growth in assets under management, the cost-income ratio and return on equity – were not achieved and remained below the defined target levels. Accordingly, the development of key financial performance indicators and growth metrics did not meet expectations overall.

In contrast, the qualitative targets were achieved. The quality of product performance met expectations; the majority of assets under management ranked in the first and second quartiles of the relevant peer universe or outperformed their respective benchmarks.

In response, the cost base was selectively adjusted. Bellevue optimized its cost and resource structures – particularly through lower personnel expenses – and initiated additional efficiency and optimization measures in order to stabilize earnings quality and enhance operational leverage in the event of a market recovery. Implementation was carried out in a manner designed to safeguard core competencies in portfolio management and distribution.

Sustainability remained an integral component of long-term value creation. Overall target achievement was within expectations. The short-term target to reduce commuting-related emissions was achieved ahead of schedule. At the same time, total emissions and emissions per FTE increased compared to the prior year, primarily due to structural effects arising from internationalization, a more research-oriented investment approach, organizational changes and increased business-related travel activity. The existing climate strategy was formally concluded as of the end of 2025; from 2026 onwards, a methodologically revised climate and environmental target framework will be introduced, including systematic monitoring of air travel.

The remuneration policy continues to be consistently aligned with the pay-for-performance principle. The variable components reflect business performance, overall results and individual contribution, while long-term elements further strengthen the alignment of interests with shareholders.

6.2 Compensation

CHF

01.01.–31.12.2025

01.01.–31.12.2024

Markus Peter CEO BAM 1)

Total 2)

Gebhard Giselbrecht CEO

Total 3)

Fixed compensation – in cash

279 407

1 326 342

350 000

1 151 249

Fixed compensation as indemnification for valuable claims against the previous employer 4)

1 135 564

1 135 564

– in cash 4)

225 000

225 000

– in shares

910 564

910 564

– of which in restricted shares with a vesting period and claw back right provisions 4) 7) 8)

910 564

910 564

Non-monetary benefit from voluntary stock purchase programs 5)

25 886

71 186

Social insurance contributions 6)

73 035

340 274

152 243

353 747

Total fixed compensation

378 328

1 737 802

1 637 807

2 640 560

Short-term variable compensation (profit-based compensation)

300 000

620 000

350 000

950 000

– in shares

150 000

220 000

175 000

375 000

– of which in restricted shares 7)

100 000

170 000

100 000

300 000

– of which in restricted shares with a vesting period and claw back right provisions 7) 8)

50 000

50 000

75 000

75 000

– in cash

150 000

400 000

175 000

575 000

Social insurance contributions 9)

24 000

48 000

26 000

71 000

Total short-term variable compensation

324 000

668 000

376 000

1 021 000

Long-term variable compensation

85 000

185 000

54 000

237 750

– in shares 10)

85 000

185 000

54 000

237 750

– of which long-term incentive plans, investment companies 11)

185 000

54 000

219 000

Social insurance contributions 9)

6 500

14 000

4 000

17 502

Total long-term variable compensation

91 500

199 000

58 000

255 252

Total compensation

793 828

2 604 802

2 071 807

3 916 812

1) BAM = Bellevue Asset Management AG

2) As of December 31, 2025, the Group Executive Board consists of Veit de Maddalena, CEO; Markus Peter, CEO of Bellevue Asset Management AG; and Stefano Montalbano, CFO. Gebhard Giselbrecht (former CEO) stepped down from the Group Executive Board as of June 2, 2025 and left Bellevue Group as of August 31, 2025. Patrick Fischli and Fabian Stäbler stepped down from the Group Executive Board as of December 2, 2025. The total compensation disclosed includes amounts paid from/to the month of entry into and/or departure from the Group Executive Board.

3) As of December 31, 2024, the Group Executive Board consisted of Gebhard Giselbrecht, CEO; Markus Peter, Head Products & Investments; Patrick Fischli, Head Distribution; Stefano Montalbano, CFO; and Fabian Stäbler, COO. Michael Hutter (former CFO) stepped down from the Group Executive Board at the end of February 2024.

4) In the 2024 and 2023 financial years, Gebhard Giselbrecht, former CEO, received compensation for valuable claims that lapsed vis-à-vis his previous employer as a result of the change of employment. This compensation was paid partly in cash and partly in restricted shares. The compensation relating to the 2023 financial year in the amount of CHF 300 000 was subsequently approved by the 2024 Annual General Meeting. Following Gebhard Giselbrecht’s departure from the Group Executive Board as of June 2, 2025 and from Bellevue Group as of August 31, 2025, the compensation granted in this context (cash portion and the number of Bellevue Group shares) was reimbursed or retransferred to the Company in accordance with the contractual agreements.

5) This amount represents the monetary benefit arising from the discount compared to the 10-day VWAP at the time of the effective share allocation.

6) Social security contributions include employer contributions to statutory social security schemes, employer contributions to occupational pension plans, and employer contributions to health and accident insurance schemes.

7) All Company shares were or are valued at market value (volume-weighted average price over the ten trading days preceding allocation). The employee contributions to statutory social security schemes relating to these amounts are settled in cash and not in shares.

8) The shares are subject to a one-year service period and a one-year clawback right.

9) Social security contributions include employer contributions to statutory social security schemes. For variable compensation that has not yet been paid out, a prospective rate of 7.0% is applied and rounded up for employer contributions to statutory social security schemes. The actual contributions invoiced in the subsequent year may be lower. No pension fund contributions are levied on any variable compensation components, and such components are not covered under the respective pension plan.

10) This position includes, in the 2024 financial year, a long-service award in the form of Bellevue Group shares with an equivalent value of CHF 18 750.

11) Entitlement to a maximum of 5 200 BB Biotech shares (2024: 5 100 BB Biotech shares), valued at market value (closing price as of December 31, 2024 and December 31, 2023, respectively).

As of June 2, 2025, Veit de Maddalena assumed the function of Executive Chairman of the Board of Directors and has since been responsible for the operational management of Bellevue Group. In this capacity, he is a member of the Group Executive Board. Veit de Maddalena’s remuneration consists of two components: compensation for his role as Chairman of the Board of Directors, as disclosed under section 5.1 in the chapter «Board of Directors: Compensation», and compensation under his employment contract for his operational function as CEO, as included in the table of compensation of the Group Executive Board. The total remuneration of Veit de Maddalena for the 2025 financial year amounts to CHF 451 278 (including employer contributions to statutory social security schemes, other insurance schemes, and pension benefits). Within the Group Executive Board, the highest total compensation in the reporting year was paid to Markus Peter.

In accordance with Art. 8 para. 1, section 2 of the Articles of Association, the fixed compensation must be approved by the Annual General Meeting for the current financial year. For the 2025 financial year, fixed compensation in the amount of CHF 2 224 000 (2024: CHF 3 284 580) was approved. This amount consisted of the following components:

The remuneration actually paid (including social insurance contributions) for the financial year mentioned amounted to CHF 1 811 434 (2024: CHF 2 640 561).

The resolutions of the Annual General Meeting regarding the fixed remuneration for the Group Executive Board for the 2025 financial year were therefore complied with.

The reduction in fixed compensation of the Group Executive Board is mainly attributable to the fact that no compensation for valuable claims against the former employer of the former CEO, Gebhard Giselbrecht, was paid in 2025.

The reported short-term variable compensation totaling CHF 668 000 must be approved by the 2026 Annual General Meeting in compliance with Art. 8 para. 1 section 3 of the Articles of Association.

Subject to approval, the variable remuneration of CHF 668 000 will be paid out in the first half of 2026 as described under 4.2.2. For the portion paid out in shares, the market value of the shares is calculated using the weighted prices over ten days prior to the respective allocation date. The shares are blocked for four years from the grant date (three years for the voluntary participation programme).

In the 2025 and 2024 financial years, the Board of Directors approved a voluntary employee stock ownership program. Under this program, members of the Group Executive Board were granted rights to acquire 22 000 shares in the Company (2024: none) at a discounted purchase price of CHF 5.75 per share (2024: CHF 12.75 per share). This corresponded to a discount of approximately 25% compared to the quarterly VWAP preceding the grant date of the respective acquisition rights. The difference between the 10-day VWAP at the time of the effective share delivery and the purchase price constitutes a non-cash benefit. The shares allocated are subject to a three-year lock-up period commencing on the date of allocation.

The short-term variable compensation (profit-sharing) of the Group Executive Board decreased in the financial year, primarily as a result of the Company’s reduced operating performance compared to the prior year.

Under the «BB Biotech Long-term Incentive Plan 2025», certain members of the Group Executive Board have received entitlements of 5 200 shares (2024: 5 100 shares) in BB Biotech. The following performance criteria apply to the entitlement for the assessment period from January 1, 2025 to December 31, 2027:

KPIs

Weighting in %

Parameter

Absolute Performance

60

> 10% p.a. = 100%

(share price incl. dividends)

> 9% p.a. = 90%

> 8% p.a. = 80%

> 7% p.a. = 70%

> 6% p.a. = 60%

≥ 5% p.a. = 50%

<5% p.a. = 0%

Performance relative to NBI

20

Outperform = 100%

(Nasdaq Biotech Index)

Underperform = 0%

Performance relative to SPI

20

Outperform = 100%

(Swiss Performance Index)

Underperform = 0%

The effective number of shares will be allocated based on the KPIs achieved in January 2028. As a result of the departure of Gebhard Giselbrecht as of June 2, 2025 and of Patrick Fischli as of December 2, 2025, the maximum entitlements were reduced on a pro rata basis.

The percentage ratio of fixed compensation to variable compensation for the entire Group Executive Board is 67% fixed compensation and 33% variable compensation (2024: 67% fix and 33% variable). For the CEO, the total amount of fixed compensation amounts to 48% and the variable compensation is 52% (2024, CEO: 79% fix and 21% variable). The reduction in the proportion of fixed compensation in the 2025 financial year is attributable to the compensation paid in 2024 to the former CEO for valuable claims against his previous employer.

The values in the table above differ in certain respects from the remuneration report in note 9 «Transactions with related companies and persons» of the consolidated financial statements 2025 of Bellevue Group AG , which were prepared in accordance with the International Financial Reporting Standards (IFRS). The differences relate to the valuation date of stock awards in connection with the bonus and the individual long-term incentive plans, which are subject to service period conditions. Under IFRS, their value is spread over the future vesting period («service period»), but for the purposes of this report, the amount granted is fully recognized on the date of grant.

During the reporting year, no compensation was paid to related parties of members of the Group Executive Board on conditions other than the customary market conditions.

The Company had concluded a one-year non-competition and non-solicitation agreement with Michael Hutter, former CFO of Bellevue Group AG and member of the Group Executive Board, which the Company considered to be commercially justified and subject to compensation in accordance with Art. 31 para. 4 of the Articles of Association. In this context, compensation of CHF 45 000 was paid for the months of January to March 2025 (April to December 2024: CHF 135 000). Additional employer contributions to statutory social security schemes in the amount of CHF 2 838 were incurred on this amount (2024: CHF 8 514). The compensation was governed by a termination agreement. Michael Hutter left Bellevue Group on March 31, 2024.

Finally, contractual payments in the amount of CHF 58 334 were made to a former member of the Group Executive Board who left the Group Executive Board and/or Bellevue Group during the reporting period. These payments relate to contractually agreed compensation paid during the notice period following the member’s departure from the Group Executive Board in the 2025 financial year. The amount is stated on a gross basis, i.e. before deduction of statutory social security contributions and occupational pension contributions.

6.3 Loans and credits

At the end of 2025 and 2024, no loans and no credits had been granted either to the members of the Group Executive Board or former members of the Group Executive Board or any related parties.

6.4 Holdings of shares in the Company

The members of the Group Executive Board owned the following Company shares at the end of 2025 and 2024:

Number of shares

31.12.2025

31.12.2024

Veit de Maddalena, Executive Chairman 1)

292 468

275 189

Markus Peter, CEO Bellevue Asset Management AG

194 321

174 832

Stefano Montalbano, CFO/CRO

23 733

16 861

Patrick Fischli, Head Distribution 2)

n/a

55 452

Fabian Stäbler, COO 2)

n/a

Gebhard Giselbrecht, CEO 2)

n/a

44 403

1) The table above discloses all shareholdings (irrespective of function). 
2) Gebhard Giselbrecht ceased to be a member of the Group Executive Board as of June 2, 2025 and left Bellevue Group as of August 31, 2025. Patrick Fischli and Fabian Stäbler ceased to be members of the Group Executive Board as of December 2, 2025.

6.5 Activities in other companies

Veit de Maddalena, CEO (see section 5.4)

Markus Peter, CEO Bellevue Asset Management AG

Personalvorsorgestiftung der Bellevue Group

Schweiz

Chairman of the Board of Trustees

Private

Stefano Montalbano, CFO

Personalvorsorgestiftung der Bellevue Group

Schweiz

Member of the Board of Trustees

Private