DEF 14A of Logitech International S.A., Jul 26, 2024

DEF 14A of Logitech International S.A.

Filed Jul 26, 2024 · FY20240001032975-24-000052

Open on EDGAR

  1. Board Nominees' Skills and Experience Profile¹

    Board Nominees' Skills and Experience Profile¹

  2. Board Nominees' Skills and Experience Profile¹

    | | Year Added | Nationality | CEO/CFO | International Business | B2C | B2B | Technology | M&A | Sustainability | Board Governance | | Allan | 2024 | US | ü | ü | ü | ü | | ü | | ü | | Becker | 2017 | UK/Italy/US | ü | ü | ü | | ü | ü | | ü | | Bugnion | 2015 | Swiss | | | | ü | ü | ü | | | | Faber | 2024 | Dutch | ü | ü | ü | ü | | | ü | ü | | Gecht | 2020 | Israel/US | ü | ü | | ü | ü | ü | | ü | | Jones | 2022 | US | | | ü | ü | ü | | | | | Lao | 2018 | Philippines | ü | ü | ü | ü | ü | ü | ü | | | Mahoney | 2024 | US | ü | ü | ü | ü | ü | ü | | ü | | Montgomery | 2017 | UK | ü | ü | ü | | ü | ü | | ü | | Ng | 2022 | Swiss/Chinese | ü | ü | | ü | | ü | ü | ü | | Thomas | 2021 | US | ü | ü | ü | | ü | ü | ü | ü | | Zahnd | 2022 | Swiss | ü | ü | ü | ü | ü | ü | ü | ü |

  3. Board Nominees' Skills and Experience Profile¹

    (1)A checkmark in the chart indicates a specific area of focus or expertise that is particularly relevant to a director’s service on Logitech’s Board. The lack of a checkmark does not mean that a director does not also possess experience or skill in that area.

  4. Board Nominees' Skills and Experience Profile¹

    | 2024 General Annual Meeting Invitation, Proxy Statement | 39 |

  5. Identification and Evaluation of Nominees for Directors

    Identification and Evaluation of Nominees for Directors Our Nominating and Governance Committee uses a variety of methods for identifying and evaluating nominees for director. Our Nominating and Governance Committee regularly assesses the appropriate size and composition of the Board of Directors, the needs of the Board of Directors and the respective Committees of the Board of Directors, and the qualifications of candidates in light of these needs. Candidates may be identified through search firms and also may come to the attention of the Nominating and Governance Committee through shareholders, management, or current members of the Board of Directors. The evaluation of these candidates may include information provided to the Committee, discussions with persons familiar with the candidate, an interview of the candidate or other actions the Committee deems appropriate, and typically includes the use of paid third parties to review candidates to ensure the nominees have appropriate qualifications and skills.

  6. Executive Compensation Highlights

    | OUR RESPONSE TO SHAREHOLDER FEEDBACK | | | | What We Heard | Our Actions | Why | | Some of our shareholders indicated they prefer that our NEOs' long-term incentive awards be performance-based. | Granted our CEO 100% PSUs since fiscal year 2021 and 100% PSUs for the rest of our NEOs since fiscal year 2023. We eliminated use of service-based RSUs as part of our annual equity grants for our NEOs. | To further strengthen the alignment with shareholders' interests and the pay-for-performance connection. | | Some of our shareholders indicated they prefer one-off or replacement awards to be granted with performance conditions. | As a general practice we do not grant one-off awards without performance conditions. However, we do consider such awards when we hire executives to replace forfeited equity from their prior employer as permitted under Swiss corporate law. | As a Swiss company, our compensation practices are in compliance with Swiss corporate law which allows replacement of forfeited compensation on a like-for-like value basis. | | Some of our shareholders are concerned that the absolute level of compensation for our CEO is too high. | Each year the Compensation Committee engages compensation consultants to provide information and analysis on our compensation program and to assist them in assessing the levels of overall compensation and each element of compensation for our CEO and other Named Executive Officers. | While the compensation levels and pay mix may differ from Swiss standards, the compensation levels of our CEO and other Named Executive Officers are in line with the tech market in Silicon Valley, where we compete for executive talent, and with our compensation peer group. |

  7. Executive Compensation Highlights

    | Named Executive Officer | FY 2024 Base Salary Increase from FY 2023 | FY 2024 Annual Bonus as a Percentage of Target Bonus | FY 2022-2024 PSU Vesting Level(1) | FY 2024 Annual PSU Awards Grant Date Approved Value(2,4) | | Johanna 'Hanneke' Faber(3), Chief Executive Officer | n/a | 120% | n/a | n/a | | Guy Gecht, former Interim Chief Executive Officer | n/a | 120% | n/a | n/a | | Bracken Darrell, former President and Chief Executive Officer | —% | —% | —% | $7,500,000 | | Charles Boynton, Chief Financial Officer | —% | 120% | n/a | $4,050,000 | | Prakash Arunkundrum, Chief Operating Officer | 10% | 120% | —% | $3,200,000 | | Samantha Harnett, Chief Legal Officer | 5% | 120% | —% | $2,700,000 |

  8. Executive Compensation Highlights

    (1)The fiscal year 2022-2024 PSU awards did not meet the minimum performance targets and thus did not vest. (2)Reflects equity grant value approved by the Compensation Committee for each NEO differing from the stock awards value reflected in the "Summary Compensation Table for Fiscal Year 2024" below, which represents the aggregate grant date fair value of stock awards under the SEC rules. (3)Ms. Faber's fiscal year 2024 annual bonus was paid on a prorated basis. (4)Fiscal year 2024 stock awards include additional one-off PSU grants awarded to our NEOs (other than the CEO) during the CEO transition period (as further described under "Compensation Elements" below. Emphasis on Performance-Based Compensation The annual compensation of our Named Executive Officers varies from year to year based on our corporate financial and operational results and individual performance. Our executive compensation program emphasizes “variable” performance-based pay over “fixed” pay and seeks to balance short-term and long-term incentives as well as performance-based and service-based incentives. In fiscal year 2024, the majority (82%) of the target total direct compensation of our former and current CEO consisted of performance-based pay, including cash eligible to be earned based on achievement of pre-established performance criteria under our annual bonus plan and performance-based equity awards granted as long-term incentives for which value is based on achievement of pre-established performance criteria. Fixed pay, primarily consisting of base salary, made up only 18% of our current and former CEOs target total direct compensation in fiscal year 2024.

  9. Executive Compensation Best Practices

    | ü | Compensation Committee Independence – Our Board of Directors maintains a Compensation Committee which is composed solely of independent directors. | | ü | Independent Compensation Committee Advisors – The Compensation Committee engages and retains its own independent advisors and reviews their independence annually. | | ü | Annual Compensation Review – The Compensation Committee conducts an annual review of our executive compensation philosophy and strategy, including a review of the compensation peer group and other information used for comparative purposes. | | ü | Compensation-Related Risk Assessment – The Compensation Committee conducts an annual evaluation of our compensation programs, policies, and practices, to ensure that they are designed to reflect an appropriate level of risk-taking but do not encourage our Named Executive Officers and other employees to take excessive or unnecessary risks that could have a material adverse impact on the Company. | | ü | Emphasize Performance-based Incentive Compensation – The Compensation Committee designs our executive compensation program to use performance-based short-term and long-term incentive compensation awards to align the interests of our Named Executive Officers with the interests of our shareholders. Beginning in fiscal year 2023, all Named Executive Officers were granted 100% PSUs and the use of service-based RSUs in the annual equity grant was eliminated for all Named Executive Officers. | | ü | Emphasize Long-Term Equity Compensation – The Compensation Committee uses equity awards to deliver long-term incentive compensation opportunities to our Named Executive Officers. These equity awards vest or may be earned over multi-year periods, which better serves our long-term value creation goals and retention objectives. | | ü | Limited Executive Perquisites – We generally do not provide perquisites or other personal benefits to our Named Executive Officers. The Named Executive Officers generally participate in our health and welfare benefit programs on the same basis as all of our employees. | | ü | Stock Ownership Policy – We maintain a stock ownership policy for our directors, Named Executive Officers and other executive officers which requires each of them to own a specified amount of our registered shares as a multiple of their base salary or annual board retainer. | | ü | Compensation Recovery Policy – We have adopted a compensation recovery policy, effective October 1, 2023, that provides for the recoupment of erroneously awarded incentive-based compensation from our Section 16 officers in accordance with the new SEC and Nasdaq Listing Standards implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). | | ü | “Double-Trigger” Change in Control Arrangements in Equity Award Agreements – The post-employment equity compensation arrangements for our Named Executive Officers are based on a “double-trigger” arrangement that provides for acceleration of vesting of equity only in the event of (i) a change in control of the Company and (ii) a qualifying termination of employment. As noted below, we do not provide any cash payment related to termination of employment or change in control. | | ü | Prohibition on Hedging, Pledging and Short Sales – Under our Insider Trading Policy, we prohibit our members of the Board of Directors, Named Executive Officers, and other executive officers from any short sales, transactions in derivatives, hedging, and pledging of Logitech securities. | | ü | Succession Planning – Our Board of Directors reviews on an annual basis our succession strategies and plans for our most critical positions. |

  10. Executive Compensation Best Practices

    | û | No Severance or Change in Control Arrangements – To comply with Swiss corporate law, we have no severance or change in control arrangements (other than acceleration of vesting of equity awards as provided in our equity award agreements) for our Named Executive Officers. | | û | No Special Retirement Programs – Other than our Section 401(k) plan generally available to all employees in the U.S. and our Swiss statutory pension plan provided to all employees in Switzerland as required by Swiss law, we do not offer defined benefit or contribution retirement plans or arrangements for our Named Executive Officers. | | û | No Tax “Gross-Ups” or Payments – We do not provide any “gross-ups” or tax payments in connection with any compensation element for our Named Executive Officers, other than for our standard relocation benefits. This means we do not provide any excise tax “gross-up” or tax reimbursement in connection with any change in control payments or benefits. | | û | No Unearned Dividends – We do not pay dividends or dividend equivalents on unvested or unearned restricted stock unit or performance-based restricted stock unit awards. | | û | No Stock Option Repricing – We do not reprice options to purchase our registered shares without shareholder approval. | | û | No Stock Option Awards – We do not grant stock option awards to our Named Executive Officers. |

  11. Say-on-Pay

    (1)Approved maximum aggregate compensation amount based on six Group Management Team members. (2)As permitted by article 19 quinquies of Logitech's Articles of Incorporation, an amount equal to $6,044,436 (calculated based on the 12 month average (April 2023 to March 2024 exchange rate) of 1.12599) of Ms. Faber's fiscal year 2024 compensation was covered by the "additional amount." (3)The actual aggregate compensation includes Mr. Darrell's entire PSU grant at grant date fair value. Due to satisfying the age and tenure requirements under the terms of the Logitech International S.A. 2006 Stock Incentive Plan (the "2006 Stock Incentive Plan"), Mr. Darrell's PSU grants will continue to vest on a prorated basis subject to the achievement by the Company of certain performance metrics. At our 2023 Annual General Meeting, 84.38% of the votes cast on our annual Say-on-Pay proposal supported the compensation of our Named Executive Officers, 83.7% approved the maximum aggregate amount of compensation of

  12. Shareholder Engagement

    Shareholder Engagement Logitech’s relationship with its shareholders is a critical part of our Company’s success and we have a long tradition of transparency and responsiveness to shareholder perspectives. The Compensation Committee was mindful of shareholder support for our pay-for-performance compensation philosophy in maintaining our general compensation practices and setting fiscal year 2024 compensation for our Named Executive Officers. Our CEO and CFO regularly speak with our shareholders about the Company, our performance and strategy, our corporate governance, and environmental and social matters and communicate any feedback on our executive compensation back to the Compensation Committee. Our Chairperson of the Board of Directors, our Chairperson of the Compensation Committee and other members of the Compensation Committee are also periodically involved in shareholder outreach and participated in such discussions in fiscal year 2024. The Compensation Committee considers and seeks to incorporate this feedback when designing our compensation programs and making compensation decisions. In response to investor feedback since 2019, we have: ▪Continued to structure our compensation program to support a strong pay-for-performance alignment; ▪Changed the mix of long-term equity awards for our CEO to 100% PSUs with three-year cliff vesting beginning with fiscal year 2021; ▪Changed the mix of long-term equity awards for the rest of our Named Executive Officers to 100% PSUs with three-year cliff vesting beginning with fiscal year 2023; and ▪Added a strategic ESG component to our annual incentive plan in fiscal year 2022. In fiscal year 2024 we reached out to our top 20 institutional shareholders, representing over one-third of our outstanding shares. Our Compensation Committee balanced the feedback received, Logitech's performance, and the U.S. market peer group compensation to review our compensation program. We will continue to engage with our shareholders to gain valuable insights into the governance and compensation issues about which they care most and consider the results from this year’s and future advisory and binding votes on executive compensation. For more information regarding our annual Say-on-Pay proposal for fiscal year 2024 and our binding votes on aggregate compensation, see Proposal 2 – Advisory Vote to Approve Named Executive Officers Compensation for Fiscal Year 2024, Proposal 10 – Approval of Compensation for the Board of Directors for the 2024 to 2025 Board Year and Proposal 11 – Approval of Compensation for the Group Management Team for Fiscal Year 2026.

  13. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee, among its other responsibilities, establishes our overall compensation philosophy and reviews and approves our executive compensation program, including the specific compensation of our Named Executive Officers. The Compensation Committee has the authority to retain compensation consultants and other advisors, including legal counsel, to assist in carrying out its responsibilities. The Compensation Committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually and updated as warranted. The charter is available on our Company website at http://ir.logitech.com. While the Compensation Committee determines our overall compensation philosophy and approves the compensation of our Named Executive Officers, it considers the recommendations of its compensation consultants and other advisors, as well as our CEO, our CFO, our Head of People & Culture, and our compensation department. The Compensation Committee makes all final decisions regarding executive compensation, including base salary levels, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentives in the form of equity awards. The Compensation Committee meets on a regularly-scheduled basis and at other times as needed. The Compensation Committee periodically reviews compensation matters with our Board of Directors. The Chairperson of the Compensation Committee reports to the Board of Directors on the activities of the Compensation Committee at quarterly board meetings, and the minutes of the Compensation Committee meetings are available to the members of the Board of Directors. Before the beginning of each fiscal year, the Compensation Committee reviews our executive compensation program to assess whether our compensation elements, actions, and decisions (i) are properly coordinated, (ii) are aligned with our vision, mission, values, and corporate goals, (iii) provide appropriate short-term and long-term incentives for our Named Executive Officers, (iv) achieve their intended purposes, and (v) are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. Following this assessment, the Compensation Committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements. The Compensation Committee also conducts an annual review of our executive compensation strategy to ensure that it is appropriately aligned with our business strategy and achieving our desired objectives. Further, the Compensation Committee reviews market trends and changes in competitive compensation practices, as further described below. The factors considered by the Compensation Committee in determining the compensation of our executive officers for fiscal year 2024 included: •each individual Named Executive Officer’s performance and their contribution to a high-performing leadership team; •each individual Named Executive Officer’s skills, experience, qualifications and marketability; •the Company’s performance against financial goals and objectives;

  14. Role of Compensation Consultants

    Role of Compensation Consultants Pursuant to its charter, the Compensation Committee has the authority to engage its own compensation consultants and other advisors, including legal counsel, as it determines in its sole discretion, to assist in carrying out its responsibilities. The Compensation Committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the Compensation Committee. The Compensation Committee may replace its compensation consultants or hire additional advisors at any time. In fiscal year 2024, pursuant to this authority, the Compensation Committee engaged Compensia, Inc., a U.S. compensation consulting firm, and PwC Switzerland. The Compensation Committee engages compensation consultants to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the Compensation Committee by the independent compensation consultants in fiscal year 2024 were as follows: •reviewed and recommended updates to the compensation peer group; •provided advice with respect to compensation best practices and market trends for Named Executive Officers and members of our Board of Directors; •conducted an analysis of the levels of overall compensation and each element of compensation for our Named Executive Officers; •conducted an analysis of the levels of overall compensation and each element of compensation for the members of our Board of Directors; •conducted a compensation risk assessment; •assisted in our equity compensation strategy; and •provided legislative updates and ad hoc advice and support on compensation matters throughout the year. The independent compensation consultants attend Compensation Committee meetings regularly and as requested and also communicate with the Compensation Committee outside of meetings. The compensation consultants report to the Compensation Committee rather than to management, although they typically meet with members of management, including our CEO and members of our executive compensation staff, for purposes of understanding proposals that management may make to the Compensation Committee. The Compensation Committee has assessed the independence of the compensation consultants taking into account, among other things, the six independence-related factors as set forth in Exchange Act Rule 10C-1 issued by the SEC under the Dodd–Frank Act and the enhanced independence standards and factors set forth in the applicable listing standards of the Nasdaq Stock Market, and has concluded that its relationship with each independent compensation consultant and the work of each of them on behalf of the Compensation Committee has not raised any conflict of interest. In addition to the services mentioned above, Compensia has not provided any other services to us and has not received compensation other than with respect to the services described above. PwC provided accounting consulting services to the Company and received total fees less than $120,000 for such additional services during our fiscal year 2024.

  15. Compensation Peer Group

    Compensation Peer Group As part of its deliberations, the Compensation Committee considers competitive market data on executive compensation levels and practices and a related analysis of such data. This data is drawn from a select group of peer companies developed by the Compensation Committee, as well as compensation survey data. For fiscal year 2024, at the direction of the Compensation Committee, Compensia evaluated the existing compensation peer group and used the criteria set forth in the following table to objectively identify companies for inclusion in the group:

  16. Compensation Peer Group

    | 70 | 2024 General Annual Meeting Invitation, Proxy Statement |

  17. Compensation Peer Group

    | Criteria | Rationale | | Industry | We compete for talent with companies in the technology industry. | | Financial Scope | Our Named Executive Officers and other executive officer compensation should be similar to senior managers at companies that have comparable financial characteristics including revenue and market capitalization. | | Other Factors | As appropriate, we utilize additional refinement criteria (objective or subjective) such as revenue growth, profitability, valuation, headcount, or business model. U.S. publicly traded companies. Although we are a Swiss company, we compete for executive management talent with technology companies in the United States, and particularly in the high-technology area of Silicon Valley. |

  18. Compensation Peer Group

    Based on these criteria, the Compensation Committee selected the following peer group of 20 publicly-traded companies, which it subsequently approved and then used as a reference when making compensation decisions with respect to setting compensation for fiscal year 2024:

  19. Compensation Peer Group

    | Arista Networks, Inc. | Juniper Networks, Inc. | Skyworks Solutions, Inc. | | Ciena Corporation | Keysight Technologies, Inc. | Super Micro Computer, Inc. | | Coherent Corp. | NCR Voyix Corporation | Teradyne, Inc. | | Electronic Arts Inc. | NetApp, Inc. | Trimble Inc. | | F5, Inc. | Pure Storage, Inc. | Vertiv Holdings Co | | Garmin Ltd. | Qorvo, Inc. | Zebra Technologies Corporation | | Hubbell Incorporated | Sensata Technologies Holding plc | |

  20. Compensation Peer Group

    Citrix Systems and Nuance Communications were removed from our peer group because they were acquired. These companies were replaced by Coherent and Super Micro Computer because they were aligned with our selection criteria. The following table sets forth the revenue and market capitalization of the fiscal year 2024 compensation peer group as of October 2022 as compared to the same data for Logitech:

  21. Compensation Peer Group

    | (in millions) | Revenue | Market Capitalization | | 75th Percentile | $5,301 | $14,874 | | 50th Percentile | $4,761 | $10,443 | | 25th Percentile | $3,653 | $6,270 | | Logitech | $5,329 | $7,798 | | Percentile Rank | 76% | 30% |

  22. Compensation Peer Group

    The table reflects available revenue information for four quarters as of October 11, 2022 and 30-day average market capitalization as of October 11, 2022, as provided by Compensia. The market analysis provided by Compensia, and considered by the Compensation Committee in its review of our Named Executive Officers’ compensation, compares Logitech to multiple sources of data: the compensation peer group described above and a broad custom survey of similarly sized technology companies. The broad technology survey data, which is necessary to provide market data where we do not have publicly disclosed information from our peers, is made up of companies that participated in the Radford Global Technology Survey with comparable revenue and market profile to the compensation peer group. The Compensation Committee believes that information regarding the compensation practices at other companies is useful in at least two respects: First, the Compensation Committee recognizes that our compensation policies and practices must be competitive in the marketplace. Second, this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages. This information is only one of several factors (as described above) that the Compensation Committee considers, however, in making its decisions with respect to the compensation of our Named Executive Officers.

  23. Compensation Peer Group

    | 2024 General Annual Meeting Invitation, Proxy Statement | 71 |

  24. Compensation Peer Group

    | Compensation Elements |

  25. Compensation Peer Group

    The three primary elements of our executive compensation programs are (1) base salary, (2) annual cash bonus opportunities, and (3) long-term incentives in the form of equity awards, as described below:

  26. Compensation Peer Group

    | | Base Salary | Annual Cash Bonuses | Long-term Equity Incentive Awards | | What this compensation element rewards | Individual performance, level of experience, and contributions | Achievement of pre-established short-term corporate performance objectives, as well as management objectives and individual contributions | Achievement of pre-established corporate performance objectives designed to enhance long-term shareholder value and attract, retain, motivate, and reward executive officers over extended periods for achieving important corporate objectives | | Purpose and Key Features of Element | Provides competitive level of fixed compensation determined by the market value of the position, with actual base salaries established based on the facts and circumstances of each executive officer and each individual position | Performance levels are established to motivate our executive officers to achieve or exceed performance objectives For fiscal year 2024, payouts for corporate performance objectives could range from 0% to 200%, depending on actual achievement | Provide a variable “at risk” pay opportunity that aligns executive and shareholder interests through annual equity awards that vest or are earned over multiple years Because the ultimate value of these equity awards is directly related to the market price of our registered shares, and the awards are only earned over an extended period of time subject to vesting, they serve to focus executives on the creation and maintenance of long-term shareholder value Vesting requirements promote retention | | Form of Payment | Cash | Cash | Our NEOs receive 100% PSUs with vesting following a three-year performance period | | Performance Measures | | 45% revenue (constant currency) 45% non-GAAP operating income 10% ESG Scorecard | Primary Metric: •50% revenue growth in constant currency (based on average of fiscal year 2025 and 2026 growth %) •50% three-year non-GAAP operating income (cumulative $) Modifier: three-year relative TSR versus Russell 3000 The performance metrics were updated in fiscal year 2024 to include non-GAAP operating income as a separate profitability metric with equal weighting to the revenue growth metric. The change was made in response to low visibility of the market conditions and in light of macro economic uncertainty in the short term, to additionally incentivize a focus on profit and actions under management's direct control with the intent of providing best outcomes for shareholders in the long term. The Compensation Committee will continue to review our executive compensation program to ensure it is fit for purpose and to align with our new CEO's strategy |

  27. Compensation Peer Group

    Each of these compensation elements is discussed in greater detail below, including a description of the particular element, how each element fits into our overall executive compensation program, and a discussion of the amounts of compensation paid to our Named Executive Officers in fiscal year 2024 under each of these elements. Our Named Executive Officers also participate in the standard employee benefit plans available to most of our employees.

  28. Compensation Peer Group

    | 72 | 2024 General Annual Meeting Invitation, Proxy Statement |

  29. Base Salary

    Base Salary We believe that a competitive base salary is a necessary element of our executive compensation program, so that we can attract and retain a stable management team. Base salaries for our Named Executive Officers and other executive officers are also intended to be competitive with those received by other individuals in similar positions at the companies with which we compete for talent, as well as equitable across the executive team. Generally, we establish the initial base salaries of our Named Executive Officers through arm’s-length negotiation at the time we hire the individual Named Executive Officer, taking into account his or her position, qualifications, experience, competitive and market considerations, and the base salaries of our other Named Executive Officers. Thereafter, the Compensation Committee reviews the base salaries of our Named Executive Officers and other executive officers annually and makes adjustments to base salaries as it determines to be necessary or appropriate. In fiscal year 2024, the Compensation Committee conducted a thorough review of the base salaries of our Named Executive Officers, taking into consideration a competitive market analysis performed by Compensia, the scope of each Named Executive Officer’s role and contribution to performance, changes in role complexities, U.S. market practices and the recommendations of our CEO (except with respect to the CEO's own base salary), as well as the other factors described above. Following this review, the Compensation Committee adjusted the salaries of Mr. Arunkundrum and Ms. Harnett to remain competitive with our peer groups. We follow U.S. market practice with respect to our executive compensation given that the majority of our Named Executive Officers are based in the U.S. to remain competitive in the talent market in our highly competitive industry. The base salary of our CEO, Johanna 'Hanneke' Faber, was determined based on a competitive market analysis performed by Compensia. Our Compensation Committee considered not only a competitive market analysis, but also factors such as the surrounding market conditions and sentiment, the trajectory of the Company's growth, strategic objectives, individual competence and skill set, scarcity of talent, evolvement in role complexities and geographical spread of the Company. The remuneration for our new CEO was finalized following a robust review process to ensure that it is positioned to competitive compensation (not exceeding peer group pay levels) and structured to align with long-term shareholder value creation. Ms. Faber's annualized base salary is $1,350,000, converted to Swiss Francs, while she is based in Switzerland (based on the December 1, 2023 exchange rate). The base salaries of our executive officers for fiscal year 2024 were as follows:

  30. Annual Cash Bonuses

    Annual Cash Bonuses We use annual cash bonuses to motivate our Named Executive Officers to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual cash bonuses are intended to help us to deliver a competitive total compensation opportunity to our Named Executive Officers. Annual cash bonuses are entirely performance-based, are not guaranteed, and may vary materially from year-to-year. Typically, the Compensation Committee establishes cash bonus opportunities pursuant to a formal cash bonus plan that measures and rewards our executive officers for our actual corporate and their individual performance over our fiscal year. The cash bonus plan is designed to pay above-target bonuses when we exceed our annual corporate objectives and below-target bonuses or no bonus when we do not achieve these objectives. In fiscal year 2024, the Compensation Committee determined cash bonus opportunities for our executive officers pursuant to the cash bonus plan for fiscal year 2024 under the Logitech Management Performance Bonus Plan (the “Bonus Plan”). Under the Bonus Plan, the Compensation Committee had the authority to select the performance measures and related target levels applicable to the annual cash bonus opportunities for our Named Executive Officers. For fiscal year 2024, the target annual cash bonus opportunities for each of our Named Executive Officers under the Bonus Plan, expressed as a percentage of his or her annual base salary, were as follows (Johanna 'Hanneke' Faber's and Guy Gecht's actual cash bonus opportunities were prorated based on their length of service during the fiscal year. Ms. Faber's fiscal year 2024 prorated target bonus amount was $562,500 and Mr. Gecht's fiscal year 2024 prorated target bonus amount was $584,016. Bracken Darrell forfeited his cash bonus opportunity upon termination of the employment relationship):

  31. Annual Cash Bonuses

    | Named Executive Officer | Annual Base Salary | Target Bonus Opportunity (as a percentage of base salary) | Target Bonus Opportunity ($) | | Johanna 'Hanneke' Faber, Chief Executive Officer | $1,350,000 | 125% | $1,687,500 | | Guy Gecht, former Interim Chief Executive Officer | $1,000,000 | 125% | $1,250,000 | | Bracken Darrell, former President and Chief Executive Officer | $1,000,000 | 125% | $1,250,000 | | Charles Boynton, Chief Financial Officer | $600,000 | 90% | $540,000 | | Prakash Arunkundrum, Chief Operating Officer | $575,000 | 80% | $460,000 | | Samantha Harnett, Chief Legal Officer | $550,000 | 80% | $440,000 |

  32. Annual Cash Bonuses

    In setting the amount of the target annual cash bonus opportunities, the Compensation Committee takes into account competitive market data, the individual’s role and contribution to performance, as well as the other factors described above. Corporate Performance Objectives For purposes of the Bonus Plan, the Compensation Committee continued to use revenue (in constant currency) and non-GAAP operating income as corporate performance measures for fiscal year 2024. The Compensation Committee believed these performance measures were appropriate for our business because they provided a balance between growing our business, generating revenue, managing our expenses, and increasing profitability, which it believes most directly influences long-term shareholder value. The Compensation Committee established target performance levels for each of these measures at levels that it believed to be challenging, but attainable, through the successful execution of our Board-approved annual operating plan. Beginning in fiscal year 2022, we have incorporated an ESG scorecard that will be assessed as a composite based on three metrics: net carbon reduction, labeling the carbon footprint of our products, and design for sustainability principles.

  33. Annual Cash Bonuses

    | 74 | 2024 General Annual Meeting Invitation, Proxy Statement |

  34. Annual Cash Bonuses

    For purposes of the Bonus Plan, the corporate performance measures and their weightings were to be calculated as follows:

  35. Annual Cash Bonuses

    | 45% REVENUE (CC) | Net sales measured in “constant currency” (CC), which excludes the impact of currency exchange rate fluctuations. The target constant currency sales are calculated by translating sales in each local currency at the forecast exchange rate for that currency at the beginning of the performance period. The actual revenue in the performance period is translated in each local currency using the same forecast exchange rate to determine the performance achievement against the performance target. For additional information regarding “constant currency” sales, please refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report. | | 45% NON-GAAP OPERATING INCOME | U.S. GAAP operating income from continuing operations, excluding share-based compensation expense, amortization and impairment of intangible assets, acquisition-related costs, change in fair value of contingent consideration for business acquisition, restructuring charges (credits), and other items. | | 10% ESG SCORECARD | A composite ESG metric based on three metrics: net carbon reduction, carbon labeling of our products, and design for sustainability principles. |

  36. Annual Cash Bonuses

    For any bonus payment to be made under the fiscal year 2024 Bonus Plan, the threshold performance requirements had to be met for each of the corporate performance measures. For the financial metrics, in the event of actual performance between the threshold and target, and target and maximum performance levels, the payment amount was to be calculated ratably between each designated segment determined by straight-line interpolation. The ESG scorecard is assessed by the Compensation Committee against pre-determined standards for each item and a composite score is determined between 0% and 200%. Individual Performance In addition to the corporate performance objectives, the result earned under the corporate performance objectives can be adjusted up or down by 25 percentage points for our Named Executive Officers, other than our CEO, based on each Named Executive Officer’s individual performance and other factors including diversity, equity and inclusion as reviewed and assessed by our CEO and determined by the Compensation Committee. 2024 Performance Results and Bonus Decisions For fiscal year 2024, the Compensation Committee established the following threshold, target and maximum performance and payment levels for each of the corporate performance measures under the Bonus Plan and determined that our actual achievement with respect to the corporate financial objectives under the Bonus Plan was as follows:

  37. Annual Cash Bonuses

    | Fiscal Year 2024 Annual Incentive Plan | | | | | | | Measure | Weight | Threshold | Target | Maximum | Actual | | Revenue CC | 45% | $3,489M | $4,528M | $4,753M | $4,274M | | Performance Level | | 77% | 100% | 105% | 95% | | Payment Level | | 50% | 100% | 200% | 96% | | Non-GAAP Operating Income | 45% | $400M | $589M | $663M | $699M | | Performance Level | | 68% | 100% | 113% | 119% | | Payment Level | | 70% | 100% | 200% | 200% | | ESG Scorecard | 10% | 75% | 100% | 200% | 100% | | Overall Result | | | | | 1.43 |

  38. Annual Cash Bonuses

    | 2024 General Annual Meeting Invitation, Proxy Statement | 75 |

  39. Annual Cash Bonuses

    Given the uncertain macro-economic market conditions, low visibility and difficulties of accurate prediction at the time of target setting, the Compensation Committee decided to set the target amount at the prior fiscal year 2023 results adjusted for currency with an expanded threshold, which was higher than the Company's fiscal year 2024 outlook. Our ESG scorecard measures our progress across the following key performance indicators: net carbon reduction, carbon labeling, and designing for sustainability. Our ESG scorecard provides a mechanism to evaluate performance against our ESG goals, which includes our commitment to reducing our Scope 1 and 2 emissions by 85% compared to a 2019 baseline and Scope 3 by 50% compared to a 2021 baseline by 2030. We achieved a 61% reduction in Scope 1 & 2 greenhouse gas emissions since 2019 and 24% of Scope 3 emissions since 2021. The actual achievement under the Bonus Plan produced a funding percentage, based on the corporate performance measures, at a 143% level. The Compensation Committee capped the potential maximum bonus payout at 120% taking into account, amongst other factors, the understanding that the bonus target metrics were set in a low macro economic visibility environment and also to accommodate the ability to incentivize long term financial results with the one-off PSU grants (as described below) in a period of CEO transition for the Company. Based on its review of the Company's overall corporate performance, the maximum bonus payout cap, and taking into account the CEO’s recommendations with respect to individual performance for the Named Executive Officers, other than the CEO, the Compensation Committee approved bonus payments as follows for our Named Executive Officers for fiscal year 2024:

  40. Annual Cash Bonuses

    | Named Executive Officer | Target Annual Cash Bonus Opportunity | Actual Annual Cash Bonus Payment | Percentage of Target Annual Cash Bonus Opportunity | | Johanna 'Hanneke' Faber, Chief Executive Officer | $562,500 | $675,000 | 120% | | Guy Gecht, former Interim Chief Executive Officer | $584,016 | $700,819 | 120% | | Bracken Darrell, former President and Chief Executive Officer | $1,250,000 | $— | —% | | Charles Boynton, Chief Financial Officer | $540,000 | $648,000 | 120% | | Prakash Arunkundrum, Chief Operating Officer | $460,000 | $552,000 | 120% | | Samantha Harnett, Chief Legal Officer | $440,000 | $528,000 | 120% |

  41. Annual Cash Bonuses

    The Compensation Committee determined that the bonus amounts reflected the achievement in our results during fiscal year 2024 and the resilience of our performance against our ESG scorecard. •Ms. Faber's bonus amount of $675,000 reflects a prorated amount based on her length of service as CEO. The target cash bonus opportunity also reflects a prorated amount in the table above. Her prorated target amount is $562,500. •Mr. Darrell forfeited his bonus upon his termination. •Mr. Gecht's bonus of $700,819 reflects a prorated amount for his role as Interim CEO. The target cash bonus opportunity also reflects a prorated amount in the table above. His prorated target amount is $584,016. The annual cash bonuses paid to our Named Executive Officers for fiscal year 2024 are set forth in the “Summary Compensation Table for Fiscal Year 2024” below.

  42. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards We use long-term equity incentive compensation in the form of equity awards to motivate our Named Executive Officers by providing them with the opportunity to build an equity interest in the Company and to share in the potential appreciation of the value of our registered shares. For annual focal equity grants, we use PSU awards that may be settled for our registered shares as the principal vehicle for delivering long-term incentive compensation opportunities to our Named Executive Officers. Fiscal year 2022 was the last year we granted service-based RSUs to our Named Executive Officers as part of their focal annual equity awards, which will be fully vested in fiscal year 2025; our CEO has received 100% PSUs as his/her annual equity award since fiscal year 2021. In fiscal 2024, in connection with the hiring of our new CEO, Ms. Faber received a Replacement Award to replace the value, like-for-like, of unvested equity awards from her prior employer she forfeited, as described under the heading “Restricted Stock Units” below.

  43. Long-Term Equity Incentive Awards

    | 76 | 2024 General Annual Meeting Invitation, Proxy Statement |

  44. Long-Term Equity Incentive Awards

    The Compensation Committee views equity awards, whether the awards are subject to service-based vesting requirements or are to be earned based on the attainment of specific performance objectives, as inherently variable since the grant date fair value of these awards may not necessarily be indicative of their value when, and if, our registered shares underlying these awards are ever earned or vested. The Compensation Committee further believes these awards enable us to attract and retain key talent in our industry and align our Named Executive Officers’ interests with the long-term interests of our shareholders. For our Named Executive Officers, the Compensation Committee primarily uses PSUs and historically used service-based RSUs because they are less dilutive than stock options. In fiscal year 2024, the Compensation Committee approved equity awards for our Named Executive Officers in recognition of our financial results and each Named Executive Officer’s individual performance for fiscal year 2023 and expected future contributions. In determining the amount of each Named Executive Officer’s equity award, the Compensation Committee took into consideration the factors described above. The Compensation Committee considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on shareholder value. The Compensation Committee also considered the existing equity holdings of each Named Executive Officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. In light of uncertain macro-economic market conditions and impact on the Company of Mr. Darrell's departure after a long tenure and a desire to minimize risk of operational disruptions during the transition and to ensure management stability, we granted a one-off equity award to certain key individuals including our Named Executive Officers (other than the Interim CEO). This incentive award was designed to direct management's focus on two key performance indicators: achievement of inventory turns and cash flow from operations targets over a three-year performance period. The PSU grants awarded to our Named Executive Officers (excluding the Interim CEO) were made with the target grant date fair value indicated, to the following Named Executive Officers: Mr. Boynton ($1,300,059), Mr. Arunkundrum ($1,200,035), and Ms. Harnett ($1,000,051). The maximum payout is capped at 200% and the PSUs will potentially vest on February 15, 2025 and on August 15, 2026. The values of these one-time additional grants are included in the amounts in the table below. The equity awards granted to our executive officers in fiscal year 2024 were as follows:

  45. Long-Term Equity Incentive Awards

    | | Performance Share Units | | | Named Executive Officer | Number of Shares | Grant Date Approved Value(1) | | Johanna 'Hanneke' Faber, Chief Executive Officer(2) | n/a | n/a | | Guy Gecht, former Interim Chief Executive Officer | n/a | n/a | | Bracken Darrell, former President and Chief Executive Officer (3) | 107,790 | $7,500,000 | | Charles Boynton, Chief Financial Officer(4) | 59,344 | $4,050,000 | | Prakash Arunkundrum, Chief Operating Officer(5) | 47,040 | $3,200,000 | | Samantha Harnett, Chief Legal Officer | 39,679 | $2,700,000 |

  46. Long-Term Equity Incentive Awards

    (1)Reflects equity grant value approved by the Compensation Committee for each NEO which may differ from the stock awards value reflected in the "Summary Compensation Table for Fiscal Year 2024" below, which represents the aggregate grant date fair value of stock awards under the SEC rules. Fiscal year 2024 stock awards include additional PSU grants awarded to our NEOs (other than the CEO) to support company performance and ensure continuity during the CEO transition period. (2)Equity awards do not reflect Ms. Faber's grant of Replacement Award awarded with respect to certain compensation that she forfeited from her prior employer which is described under the heading “Grants of Plan-Based Awards Table for Fiscal Year 2024” below. Given the timing of Ms. Faber's start date, she did not receive a fiscal year 2024 PSU grant. Her PSU grant was awarded with respect to fiscal year 2025 only to align with the full performance period. (3)Due to satisfying the age and tenure requirements under the terms of the Logitech International S.A. 2006 Stock Incentive Plan (the "2006 Stock Incentive Plan"), Mr. Darrell's PSU grants will continue to vest on a prorated basis subject to Logitech achieving certain performance metrics. The remaining outstanding unvested equity grants were forfeited at termination. (4)Mr. Boynton resigned effective May 17, 2024 and, as a result, his entire equity awards were forfeited at termination.

  47. Long-Term Equity Incentive Awards

    | 2024 General Annual Meeting Invitation, Proxy Statement | 77 |

  48. Long-Term Equity Incentive Awards

    (5)There were no changes to the long-term equity compensation of the NEOs during fiscal year 2024 except for Mr. Arunkundrum's. Mr. Arunkundrum's equity awards were increased by 18% to align with market compensation and to compensate for his increased responsibilities. Performance-Based Units The performance-based long-term equity incentives were redesigned in fiscal year 2024 to better reflect our strategic objectives and direction. The fiscal year 2023 design had just one primary metric which was weighted on the average revenue growth over a three-year period, modified by related TSR performance over the same period. The fiscal year 2024 design identifies two strategic metrics (each weighted at a 50%): revenue growth (based on the average of fiscal year 2025 and 2026 growth rates) and non-GAAP operating income (based on a cumulative three-year period). For fiscal year 2023, there was a minimum level of non-GAAP operating income required before any portion of the PSUs could be earned, but the Compensation Committee switched this design to be a separate metric with equal weighting to the revenue growth metrics because of our strategic goal of balancing revenue growth with an increased emphasis on profitable growth. Given the economic uncertainties and to incentivize expense management, the Compensation Committee decided to add non-GAAP operating income as an additional primary metric. The relative TSR modifier remains the same. The target number of PSU awards granted to our Named Executive Officers in fiscal year 2024 is determined at the beginning of a three-year performance period and the number of shares that will vest at the end of the three-year period will range from 0% to 200% of the target number of shares depending on our corporate performance, as measured by:

  49. Long-Term Equity Incentive Awards

    | PRIMARY METRIC 50% revenue growth measured in constant currency (based on the average of fiscal year 2025 and 2026 growth rates) 50% three-year non-GAAP operating income (cumulative) | MODIFIER Logitech's relative TSR rank against the Russell 3000 over the three-year performance period. •Reduces the vesting level if our TSR is below the median. •Enhances the vesting level if our TSR exceeds the median. |

  50. Long-Term Equity Incentive Awards

    The total number of shares that may vest at the end of the three-year period is capped at 200% of the target number of shares. The Compensation Committee believes that measuring our performance with multiple metrics provides a more complete picture of our performance. The Compensation Committee believes the metric of average revenue growth (in constant currency) will motivate top-line performance while the non-GAAP operating income provides balance on bottom-line operational rigor. The modifying metric of relative TSR is well aligned to shareholders' interest as it focuses on relative share performance against other companies in the Russell 3000 index. The Compensation Committee will continue to review the compensation structure annually. For purposes of the PSUs, relative TSR reflects (i) the aggregate change in the 30-day average closing price of Logitech shares against the companies in the Russell 3000 (the "TSR Peer Group"), and (ii) the value (if any) returned to shareholders in the form of dividends or similar distributions, assumed to be reinvested in shares when paid, each at the beginning and the end of a three-year performance period. The vested percentage attributable to each metric is determined by straight-line interpolation between threshold and target or between target and maximum.

  51. Long-Term Equity Incentive Awards

    | 78 | 2024 General Annual Meeting Invitation, Proxy Statement |

  52. Long-Term Equity Incentive Awards

    The PSUs granted in April 2021 completed the three-year measurement period on March 31, 2024 and our performance resulted in no PSU vesting.

  53. Long-Term Equity Incentive Awards

    | Fiscal Years 2022-2024 PSUs (granted April 15, 2021) | | | | | | Measure | Threshold | Target | Maximum | Actual | | Primary Metric: | | | | | | 3-Year Weighted Average Revenue Growth (CC) | 0% | 4% | 8% | (3.7)% | | Vesting Level | 0% | 100% | 200% | 0% | | Modifier: | | | | | | 3-Year relative TSR vs Russell 3000 (percentile rank) | 25th and below | 50th | 75th and above | 44th | | Modifier Factor on Vesting Level Achieved Under Primary Metric | 80% | 100% | 120% | 95% | | Gate: | | | | | | 3-Year cumulative Non-GAAP Operating Income | | $1,800M | | $2,154M | | Overall Result (capped at 200%) | | | | — |

  54. Long-Term Equity Incentive Awards

    Our average stock price at the beginning of the period was $103.20 and our ending average stock price was $93.90 (assuming dividends were reinvested). Therefore, our TSR over the performance period from April 1, 2021 through March 31, 2024 was -9.01% and our stock performed at the 44th percentile relative to the companies in the Russell 3000, which would have resulted in a modifier of 95% if PSUs had been eligible to vest based on revenue growth. Restricted Stock Unit Awards We do not grant service-based RSU awards to our Named Executive Officers other than to replace forfeited equity from prior employers in context of new executive hires. In fiscal year 2024, we granted a Replacement Award to our new CEO with a service-based vesting requirement.

  55. Perquisites and Other Personal Benefits

    In 2015, to comply with applicable Swiss regulations, we eliminated all change in control and severance arrangements with our executive officers, including all our Named Executive Officers. However, the Company continues to provide “double trigger” change in control equity vesting acceleration arrangements in equity award agreements. Starting in 2015, the "double-trigger" acceleration of vesting in equity award agreements only applied to service-based vesting. Given the move over the past couple of years to provide all of our Named Executive Officers and other executive officers with only performance-based equity awards, the fact that those equity awards represent approximately 80% or more of their total compensation, and potential difficulty of translating performance metrics following a change in

  56. Equity Award Grant Practices

    Equity Award Grant Practices Determination of long-term equity incentive awards The Compensation Committee is responsible for approving which Named Executive Officer and other executive officers should receive equity incentive awards, when the awards should be made, the vesting schedule, and the number of shares or other rights to be granted. Long-term equity incentive awards to Named Executive Officers and other executive officers may be granted only by the Compensation Committee or the full Board of Directors. The Compensation Committee regularly reports its activity, including approvals of grants, to the Board. Timing of grants Long-term equity incentive award grants to Named Executive Officers are typically and predominantly approved at regularly scheduled, predetermined meetings of the Compensation Committee. These meetings are generally scheduled at least 18 months in advance and take place before the regularly scheduled, predetermined meetings of the full Board. On limited occasions, grants may be approved at an interim meeting of the Compensation Committee or by written consent, for the purpose of approving the hiring and compensation package for newly hired or promoted Named Executive Officers and other executive officers or for other special circumstances. In fiscal year 2024, grants were made to non-executive officer employees through written consents of the Compensation Committee or regularly scheduled monthly approvals by the CEO pursuant to the authority delegated to the CEO by the Compensation Committee. We do not have any program, plan, or practice to select equity compensation grant dates in coordination with the release of material non-public information, nor do we time the release of information for the purpose of affecting value. We do not backdate options or grant options retroactively.

  57. Compensation Committee

    | Summary Compensation Table for Fiscal Year 2024 |

  58. Compensation Committee

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Johanna 'Hanneke' Faber(4) Chief Executive Officer | 2024 | 422,075 | 2,679,676 | 2,920,689 | 675,000 | 320,306 | 7,017,746 | | Guy Gecht(5) Former Interim Chief Executive Officer | 2024 | 473,077 | — | — | 700,819 | 11,612 | 1,185,508 | | Bracken Darrell(6) | 2024 | 288,462 | — | 7,500,028 | — | 3,535 | 7,792,025 | | Former President and Chief Executive Officer | 2023 | 1,038,462 | — | 7,500,068 | — | 14,554 | 8,553,084 | | | 2022 | 999,231 | — | 7,633,104 | 1,850,000 | 14,855 | 10,497,190 | | Charles Boynton(7) | 2024 | 600,000 | — | 4,050,069 | 648,000 | 19,399 | 5,317,468 | | Chief Financial Officer | 2023 | 92,308 | — | — | 10,386 | 3,078 | 105,772 | | Prakash Arunkundrum | 2024 | 575,000 | — | 3,200,043 | 552,000 | 96,472 | 4,423,515 | | Chief Operating Officer | 2023 | 544,327 | — | 1,700,059 | 105,000 | 13,119 | 2,362,505 | | | 2022 | 500,000 | — | 1,567,717 | 620,000 | 11,960 | 2,699,677 | | Samantha Harnett | 2024 | 550,000 | — | 2,700,030 | 528,000 | 76,530 | 3,854,560 | | Chief Legal Officer | 2023 | 543,462 | — | 1,700,059 | 105,000 | 13,312 | 2,361,833 | | | 2022 | 473,462 | — | 1,463,202 | 589,000 | 12,068 | 2,537,732 |

  59. All Other Compensation Table

    | Grants of Plan-Based Awards Table for Fiscal Year 2024 |

  60. All Other Compensation Table

    | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table |

  61. Compensation Mix

    | Outstanding Equity Awards at Fiscal Year 2024 Year-End Table |

  62. Compensation Mix

    | Option Exercises and Stock Vested Table for Fiscal Year 2024 |

  63. Compensation Mix

    | Non-qualified Deferred Compensation Table for Fiscal Year 2024 |

  64. Compensation Mix

    | Payments upon Termination or Change in Control |

  65. Tables of Potential Payments Upon Involuntary Termination After Change in Control

    Tables of Potential Payments Upon Involuntary Termination After Change in Control The table below estimates the amount of compensation that would be paid in the event of an involuntary termination of employment of a Named Executive Officer without cause after a change in control, assuming that each of the terminations was effective as of March 31, 2024, subject to the terms of the PSU and RSU award agreements with each of the listed Named Executive Officers. Since December 2015, we do not have any cash payment related to termination of employment or change in control in compliance with applicable Swiss regulations.

  66. Tables of Potential Payments Upon Involuntary Termination After Change in Control

    | 2024 General Annual Meeting Invitation, Proxy Statement | 93 |

  67. Tables of Potential Payments Upon Involuntary Termination After Change in Control

    As of March 31, 2024, no compensation amounts were payable to any Named Executive Officers in the event of a mutual agreement to terminate employment, whether upon retirement or otherwise. The price used for determining the value of accelerated vesting of outstanding and unvested equity awards in the tables below was the closing price of Logitech’s shares as reported on the Nasdaq Global Select Market on March 31, 2024, the last business day of the fiscal year, of $89.37 per share.

  68. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

  69. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    | Name | Value of Accelerated Equity Awards(1) ($) | | Johanna 'Hanneke' Faber, Chief Executive Officer | 2,808,032 | | Guy Gecht, former Interim Chief Executive Officer | n/a | | Bracken Darrell, former President and Chief Executive Officer | n/a | | Charles Boynton, Chief Financial Officer | 1,866,269 | | Prakash Arunkundrum, Chief Operating Officer | 3,726,470 | | Samantha Harnett, Chief Legal Officer | 3,458,892 |

  70. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    (1)Represents, as of March 31, 2024, the aggregate market value of shares underlying all unvested service-based RSUs and PSUs, in each case held by the NEO as of March 31, 2024 that are subject to acceleration according to the terms of an equity award agreement. For the PSUs granted on April 15, 2021 based on non-GAAP operating income, WACCR and relative TSR, as of March 31, 2024 the performance condition was at a level which would have produced a payout percentage of 0%; therefore, 0% of such value was attributed to the shares subject to such PSUs.

  71. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    | Pay Ratio |

  72. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    For fiscal year 2024: ▪the median of the annual total compensation of all employees of our company (other than our CEO) was $32,687; and ▪the annualized total compensation of Ms. Johanna 'Hanneke' Faber, our Chief Executive Officer, was $9,382,614; Based on this information, for fiscal year 2024 the ratio of the annual total compensation of Ms. Faber to the median of the annual total compensation of all employees was 287 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. This ratio is higher than previous years as a result of Ms. Faber's new hire compensation package which included a Replacement Amount and Replacement Award with respect to certain compensation that she forfeited from her prior employer. As permitted by SEC rules, to identify our median employee, we selected base pay, which we calculated as annual base pay using a reasonable estimate of the hours worked during fiscal year 2024 for hourly employees and using annual salary levels for our remaining employees, as the compensation measure to be used to compare the compensation of our employees as of January 31, 2024 for the ten-month period from April 1, 2023 through January 31, 2024. We annualized base pay for any permanent employees who commenced work during fiscal year 2024. We did not include any contractors or other non-employee workers in our employee population. Using this approach, we selected the individual at the median of our employee population, who was an employee based in Brazil. We then calculated annual total compensation for this individual using the same methodology we use for our Named Executive Officers as set forth in our "Summary Compensation Table for Fiscal Year 2024." We determined that such individual’s annual total compensation for the fiscal year ended March 31, 2024 was $32,687. During fiscal year 2024, Ms. Faber served as our Chief Executive Officer. We determined Ms. Faber’s annual total compensation for the fiscal year ended March 31, 2024 was $9,382,614 by annualizing her compensation, as reported in our “Summary Compensation Table for Fiscal Year 2024.”

  73. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    | 94 | 2024 General Annual Meeting Invitation, Proxy Statement |

  74. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    | Pay Versus Performance |

  75. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    As required by pay versus performance Rule 402(v) of Regulation S-K adopted by the SEC in 2022 (“PVP Rules”), we are providing the following information about the relationship between certain financial performance measures of the Company and the executive compensation actually paid ("Compensation Actually Paid"). For further information concerning the Company’s pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “CD&A”. In the below pay versus performance table, we provide information about compensation of our Named Executive Officers for each of the last four fiscal years (the “Covered Years”). Additionally, we provide information about the results for certain financial performance measures during the Covered Years. Although the PVP Rules require us to disclose Compensation Actually Paid, these amounts do not necessarily reflect compensation that our Named Executive Officers actually earned or were paid in the Covered Years. Instead, Compensation Actually Paid reflects a calculation computed in accordance with the PVP Rules, including adjusted values relating to the fair value of unvested and vested equity awards during the Covered Years based on either year-end or vesting date stock prices, and various accounting valuation assumptions. Compensation Actually Paid generally fluctuates due to stock price achievement and actual achievement of performance goals. The PVP Rules require that we: –show information about our cumulative TSR, the cumulative TSR of a peer group or index ("Peer Group TSR") (we have chosen to use Standard & Poor’s 500 Information & Technology Index), and our U.S. GAAP net income for the Covered Years; and –designate one “company-selected measure” as the financial performance measure that is most important to link pay to performance in fiscal year 2024 (we have selected revenue in constant currency basis). As discussed in our CD&A, revenue in constant currency continues to be viewed as a core driver of our performance and stockholder value creation and, accordingly, was utilized as a component in both our bonus program and the fiscal year 2024 performance-based equity awards. Please refer to our CD&A above on how we calculate revenue in constant currency.

  76. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    | | Summary | | Summary | | Summary | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | | Fiscal | Table Total for | Actually Paid | Table Total for | Actually Paid | Table Total for | Actually Paid | | Year | CEO 1 ($) | for CEO 1 ($) | CEO 2 ($) | for CEO 2 ($) | CEO 3 ($) | for CEO 3 ($) | | | (a) | (b) | (a) | (b) | (a) | (b) | | 2024 | 7,017,746 | 6,901,041 | 1,185,508 | 1,185,508 | 7,792,025 | (2,881,140) | | 2023 | — | — | — | — | 8,553,084 | 6,564,384 | | 2022 | — | — | — | — | 10,497,190 | 4,327,581 | | 2021 | — | — | — | — | 11,026,105 | 46,128,115 |

  77. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    | | Average | Average | Value of Initial Fixed $100 Investment | | | | | | Summary | Compensation | | | | Company- | | | Compensation | Actually | Based On: | | | Selected | | Fiscal | Table Total for | Paid for | | Peer Group | Net | Measure: | | Year | Non-CEO NEOs ($) | Non-CEO NEOs ($) | TSR ($) | TSR ($) | Income ($) | Revenue ($) | | | (c) | (d) | (e) | (f) | (g) | (h) | | 2024 | 4,531,848 | 6,534,991 | 220 | 281 | 612,143,000 | 4,274,000,000 | | 2023 | 1,845,399 | 1,119,341 | 141 | 192 | 364,575,000 | 4,718,000,000 | | 2022 | 2,672,034 | 848,535 | 175 | 201 | 644,513,000 | 5,549,000,000 | | 2021 | 2,605,642 | 7,743,659 | 245 | 167 | 947,257,000 | 5,179,000,000 |

  78. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    | 2024 General Annual Meeting Invitation, Proxy Statement | 95 |

  79. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    (a)The amounts reported are the total compensation reported in the Summary Compensation Table for the applicable year: •Fiscal year 2024: Johanna 'Hanneke' Faber (“CEO 1”) served as CEO from December 1, 2023 to March 31, 2024; Guy Gecht (“CEO 2”) served as Interim CEO from June 13, 2023 to December 1, 2023; and Bracken Darrell (“CEO 3”) served as CEO from April 1, 2023 to June 13, 2023. •Fiscal years 2023, 2022, 2021: Bracken Darrell served as the CEO for the entirety of each fiscal year. (b)Amounts reported are the Compensation Actually Paid, as computed in accordance with the PVP Rules, based on total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted under the PVP Rules as shown in the table below. For information on the calculation of Compensation Actually Paid for fiscal years 2023, 2022, and 2021, please see the “Pay versus Performance” disclosure in our 2023 definitive proxy statement which was filed with the SEC on July 25, 2023.

  80. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    | Fiscal year 2024 | | | | | | | | CEO 1 | CEO 2 | CEO 3 | | | Summary Compensation Table - Total Compensation | $7,017,746 | $1,185,508 | $7,792,025 | | - | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(2,920,689) | $— | $(7,500,028) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $2,803,984 | $— | $607,639 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $— | $— | $1,701,444 | | + | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $— | $— | $1,303,694 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $(6,785,914) | | = | Compensation Actually Paid | $6,901,041 | $1,185,508 | $(2,881,140) |

  81. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    Equity Award Valuations: Equity values are calculated in accordance with FASB ASC Topic 718. (c)Amounts reported are the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal years for the non-CEO NEOs. •For fiscal year 2024 the non-CEO NEOs were: Prakash Arunkundrum, Samantha Harnett, and Charles Boynton. •For fiscal year 2023 the non-CEO NEOs were: Nate Olmstead, Prakash Arunkundrum, Samantha Harnett, and Charles Boynton. •For each of fiscal years 2022 and 2021, the non-CEO NEOs were: Nate Olmstead, Prakash Arunkundrum, and Samantha Harnett.

  82. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    | 96 | 2024 General Annual Meeting Invitation, Proxy Statement |

  83. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    (d)Amounts reported represent the Compensation Actually Paid to the non-CEO NEOs for the applicable fiscal years, based on the average amounts of total compensation reported in the Summary Compensation Table and adjusted under the PVP Rules as shown in the table below (based on the averages for each category). For information on the calculation of Compensation Actually Paid for fiscal years 2023, 2022, and 2021, please see the “pay versus performance” disclosure in our 2023 definitive proxy statement which was filed with the SEC on July 25, 2023.

  84. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    | Non-CEO NEO Average | | | | | Fiscal year 2024 | | | | Summary Compensation Table - Total Compensation | $4,531,848 | | - | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(3,316,714) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $4,719,541 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $812,987 | | + | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $55,689 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $(268,360) | | = | Compensation Actually Paid | $6,534,991 |

  85. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL

    Equity Award Valuations: Equity values are calculated in accordance with FASB ASC Topic 718. (e)Logitech’s TSR is calculated by assuming that a $100 investment was made in our stock on the day prior to the first fiscal year reported above and that all dividends were reinvested until the last day of each reported Covered Year. (f)Logitech’s peer group TSR (“Relative TSR”) is calculated by assuming that a $100 investment was made in the Standard & Poor’s 500 Information & Technology Index, an independently prepared index that includes companies in the IT industry, on the day prior to the first fiscal year reported above and that all dividends were reinvested until the last day of each reported fiscal year. (g)The PVP Rules require the disclosure of our U.S. GAAP net income for each year. The dollar amounts reported reflect the amount of net income disclosed in the Company’s audited financial statements for the applicable year. (h)As discussed above, we believe that revenue in constant currency is the appropriate "Company-Selected Measure" as defined in the PVP Rules.

  86. Relationship Between Pay and Performance

    | Compensation of Non-Employee Directors |

  87. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

    NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

  88. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

    | Name | Fees Earned in Cash ($)(1) | Stock Awards ($)(1,2) | Total ($) | | Patrick Aebischer | 74,579 | 220,746 | 295,325 | | Wendy Becker(3) | 448,596 | 220,746 | 669,342 | | Edouard Bugnion | 79,045 | 220,746 | 299,791 | | Guy Gecht | 83,665 | 220,746 | 304,411 | | Christopher Jones | 78,832 | 220,746 | 299,578 | | Marjorie Lao | 93,972 | 220,746 | 314,718 | | Neela Montgomery | 84,112 | 220,746 | 304,858 | | Kwok Wang Ng(3) | 100,466 | 220,746 | 321,212 | | Michael Polk(3,4) | 21,729 | — | 21,729 | | Deborah Thomas | 121,962 | 220,746 | 342,708 | | Sacha Zahnd | 89,719 | 220,746 | 310,465 |

  89. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

    (1)Amounts in Swiss Francs were converted using the exchange rate on the Annual General Meeting date of 1 Swiss Franc to approximately 1.12 U.S. Dollars. (2)Amounts shown do not reflect compensation actually received by the Non-Employee Directors. Instead, in accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock-related awards granted to Non-Employee Directors during fiscal year 2024, computed in accordance with ASC Topic 718 - Compensation - Stock Compensation. The grant date fair value used to calculate the aggregate value of RSUs for fiscal year 2024 was measured based on the closing price of Logitech's common stock on the date of grant. (3)Wendy Becker, Guy Gecht, Kwok Wang Ng, and Michael Polk elected to receive all or a portion of their annual cash retainers in shares. (4)Mr. Polk did not stand for re-election as a director at the Annual General Meeting in September 2023, "Fees Earned in Cash" reflects a prorated amount earned until such date and he did not receive any stock awards for fiscal year 2024.

  90. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

    | 2024 General Annual Meeting Invitation, Proxy Statement | 101 |

  91. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

    The following table presents additional information with respect to the equity awards held as of March 31, 2024 by Non-Employee Directors. The market value for service-based RSUs is determined by multiplying the number of shares subject to the award by the closing price of Logitech shares on the Nasdaq Global Select Market on the last trading day of the fiscal year.

  92. OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2024 YEAR-END

  93. OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2024 YEAR-END

    | | | Stock Awards | | | Name | Grant Date (M/D/Y) | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Patrick Aebischer | 9/13/2023 | 3,178 | 284,428 | | Wendy Becker | 9/13/2023 | 3,178 | 284,428 | | Edouard Bugnion | 9/13/2023 | 3,178 | 284,428 | | Guy Gecht | 9/13/2023 | 3,178 | 284,428 | | Christopher Jones | 9/13/2023 | 3,178 | 284,428 | | Marjorie Lao | 9/13/2023 | 3,178 | 284,428 | | Neela Montgomery | 9/13/2023 | 3,178 | 284,428 | | Kwok Wang Ng | 9/13/2023 | 3,178 | 284,428 | | Michael Polk(2) | N/A | N/A | N/A | | Deborah Thomas | 9/13/2023 | 3,178 | 284,428 | | Sascha Zahnd | 9/13/2023 | 3,178 | 284,428 |

  94. OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2024 YEAR-END

    (1)The shares subject to these stock awards vest in full on the first anniversary of the grant date or, if earlier and only if the director is not re-elected as a director at such annual general meeting, the date of the next annual general meeting following the grant date. If the non-employee director ceases to provide services prior to the applicable vesting date (for reasons other than death or disability), all unvested stock awards are forfeited. If a Non-Employee Director dies or has a separation of service due to disability, all shares subject to the stock award will vest. (2)Michael Polk did not stand for re-election as a director at the Annual General Meeting in September 2023.

  95. OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2024 YEAR-END

    | 102 | 2024 General Annual Meeting Invitation, Proxy Statement |

  96. OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2024 YEAR-END

    | Compensation Tables Audited Under Swiss Law |

  97. Board of Directors

    Board of Directors

  98. Board of Directors

    | | | Function | Mandates in private companies | Function | | Patrick Aebischer | Nestlé S.A. | Board Member | Amazentis SA | Chairperson | | | PolyPeptide Group AG | Board Member | Vandria SA | Chairperson | | | | | Swiss Vaccine SA | Board Member | | | | | NDCapital | Senior Partner | | Wendy Becker | Sony Group Corporation | Board Member | | | | | Oxford Nanopore Technologies plc | Board Member | | | | | GSK plc | Board Member | | | | Edouard Bugnion | no external mandates | | | | | Guy Gecht | Check Point Software Technologies Ltd. | Board Member | | | | Christopher Jones | | | Amperity, Inc. | Chief Product Officer | | Marjorie Lao | MYT Netherlands Parent B.V. | Board Member Supervisory Board Member | Sitecore Holding II A/S | Board Member | | | PT GoTo Gojek Tokopedia Tbk | Board Member | Monde Nissin (UK) Limited | Board Member | | Neela Montgomery | SquareSpace, Inc. | Board Member | Fetch Rewards, Inc. | Board Member | | | | | Orveon Global US LLC | Chief Executive Officer | | Frankie Ng | no external mandates | | | | | Deborah Thomas | no external mandates | | | | | Sascha Zahnd | MYT Netherlands Parent B.V. | Board Member Supervisory Board Member | BERNEXPO AG | Board Member | | | | | Arboloom Cup AG/Arboloom IP AG | Board Member | | | | | Nokera AG | Board Member | | | | | Chain IQ Group AG | Advisory Board Member | | | | | Saz Vision AG/Saza Vision AG | Board Member |