DEF 14A of Logitech International S.A.
Filed Jul 24, 2025 · FY20250001032975-25-000046
Board Nominees' Skills and Experience Profile(¹)
Board Nominees' Skills and Experience Profile(¹)
Board Nominees' Skills and Experience Profile(¹)
| | Year Added | Nationality | CEO/CFO | International Business | B2C | B2B | Technology | M&A | Sustainability | Board Governance | | Allan | 2024 | U.S. | ü | ü | ü | ü | | ü | | ü | | Bugnion | 2015 | Swiss | | | | ü | ü | ü | | | | Faber | 2024 | Dutch | ü | ü | ü | ü | | | ü | ü | | Gecht | 2019 | Israel/U.S. | ü | ü | | ü | ü | ü | | ü | | Jones | 2022 | U.S. | | | ü | ü | ü | | | | | Lao | 2018 | Philippines/U.K. | ü | ü | ü | ü | ü | ü | ü | | | Mahoney | 2024 | U.S. | ü | ü | ü | ü | ü | ü | | ü | | Montgomery | 2017 | U.K. | ü | ü | ü | | ü | ü | | ü | | Ng | 2022 | Swiss/Chinese | ü | ü | | ü | | ü | ü | ü | | Thomas | 2020 | U.S. | ü | ü | ü | | ü | ü | ü | ü | | Zahnd | 2022 | Swiss | ü | ü | ü | ü | ü | ü | ü | ü |
Board Nominees' Skills and Experience Profile(¹)
(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.
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
Identification and Evaluation of Nominees for Directors
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Identification and Evaluation of Nominees for Directors
Committee deems appropriate, and typically includes the use of paid third parties to review candidates to ensure the nominees have appropriate qualifications and skills.
Executive Compensation Highlights
Executive Compensation Highlights Annual Equity Compensation for NEOs is all Performance-Based Responding to feedback received during our shareholder engagement process since fiscal year 2023, the annual equity compensation for NEOs has been 100% PSUs. Commitment to Sustainability As part of our commitment to integrating sustainability into our business strategy, we have included a sustainability scorecard into our annual cash bonus plan, accounting for 10% of the bonus opportunity. This scorecard is assessed as a composite measure based on key dimensions, including net carbon reduction, net carbon reduction delivered by renewables, and carbon labeling rollout. Summary of Fiscal Year 2025 Compensation Actions The incentives created by our executive compensation program are designed to attract, retain, and incentivize our executive team in order to stay competitive in our industry and to drive strong performance. They have contributed to our growth and shareholder value creation and demonstrate our commitment to pay-for-performance. Below is a summary of the key compensation related actions and outcomes from fiscal year 2025, which demonstrate our strong commitment to pay-for-performance: •New Chief Financial Officer: Matteo Anversa joined the Company as CFO effective on September 1, 2024. His compensation package was finalized following a thorough review process taking into account, amongst others, peer compensation data, trajectory of the Company's growth, strategic objectives, and individual skill set. He received a one-off replacement cash payment (the "Replacement Amount") and replacement award (the "Replacement Award") of service-based RSUs to compensate for forfeited incentive compensation and equity from his prior employer. His base salary and annual cash bonus were prorated based on the length of his tenure. •Base Salary Increases: We provided base salary increases to our President of Logitech for Business after a thorough review taking into account of U.S. market practices and peer group market analysis. No other NEOs received a base salary increase in fiscal year 2025.
Executive Compensation Highlights
| Named Executive Officer | FY 2025 Base Salary Increase from FY 2024 | FY 2025 Annual Bonus as a Percentage of Target Bonus(1,2) | FY 2023-2025 PSU Vesting Level(3) | FY 2025 Annual PSU Awards Approved Value(4) | | Johanna 'Hanneke' Faber, Chief Executive Officer | —% | 190% | —% | $5,337,500 | | Matteo Anversa, Chief Financial Officer | n/a | 190% | —% | $3,000,000 | | Prakash Arunkundrum, President of Logitech for Business | 5% | 190% | —% | $2,400,000 | | Samantha Harnett, Chief Legal Officer | —% | 191% | —% | $1,900,000 | | Charles Boynton, former Chief Financial Officer | —% | —% | —% | n/a | | Meeta Sunderwala, former Interim Chief Financial Officer | n/a | 195% | —% | $660,000 |
Executive Compensation Highlights
n/a = Not applicable as Mr. Anversa was appointed the Chief Financial Officer in FY25 and Ms. Sunderwala only served as Interim Chief Financial Officer in FY25. (1)Mr. Anversa and Ms. Sunderwala both received an adjusted annual bonus in fiscal year 2025, for their length of service as Chief Financial Officer and Interim Chief Financial Officer, respectively, as detailed in "2025 Performance Results and Bonus Decisions.". (2)Mr. Boynton resigned from his position as Chief Financial Officer effective May 17, 2024 and forfeited his annual target bonus; Mr. Boynton did receive a cash payment in exchange for his continued service through May 17, 2024, as detailed in "2025 Performance Results and Bonus Decisions." (3)The fiscal year 2023-2025 PSU awards did not meet the minimum performance targets, primarily due to negative revenue growth during the performance period, and thus did not vest. (4)Reflects the 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 2025" below, which represents the aggregate grant date fair value of stock awards under the SEC rules. Emphasis on Performance-Based Compensation The annual compensation for our NEOs varies year over year based on our corporate financial and operational outcomes, as well as individual performance. Our executive compensation program prioritizes “variable” performance-
Executive Compensation Highlights
based pay over “fixed” pay, aiming to achieve a balance between short-term and long-term incentives, as well as performance-based and service-based incentives. In fiscal year 2025, performance-based compensation represented most (84%) of the CEO's total target direct compensation. This included cash eligible to be earned based on achievement of pre-established performance criteria under our Annual Bonus Plan, alongside performance-based equity awards granted as long-term incentives, which value depends on achieving pre-established performance goals. Fixed pay, primarily consisting of base salary, constituted just 16% of the total target direct compensation for the CEO in fiscal year 2025. The following chart shows the percentages of target performance-based pay, which includes bonus versus target "fixed" pay which only includes base salary; plus the composition of long-term equity incentives (LTI), which includes PSUs,awarded to our CEO for fiscal year 2025. This same philosophy was applied to our non-CEO NEOs. The following chart shows the percentages of target performance-based pay versus target "fixed" pay for fiscal year 2025: * All non-CEO NEOs received LTI in the form of 100% PSUs, except for the former Interim CFO.
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 NEOs 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, aligning the interests of our NEOs with those of our shareholders. Since fiscal year 2023, all NEOs have been granted 100% PSUs, and the use of service-based RSUs in the annual equity grant has been eliminated. | | ü | Emphasize Long-Term Equity Compensation – The Compensation Committee uses equity awards to deliver long-term incentive compensation opportunities to our NEOs. 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 NEOs. With the exception of providing our CEO with additional medical coverage, the NEOs 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, NEOs, 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 NEOs 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, NEOs, 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. |
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 NEOs. | | 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 NEOs. | | 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 NEOs, 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 RSUs or PSUs 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 NEOs. |
Shareholder Engagement
| Shareholder Feedback Received | Our Perspective/How We Responded | | Eliminating the use of CC Revenue and Operating Income as the metrics for both our short- and long-term incentive programs | After carefully considering this feedback and an extensive review of potential performance measures, the Compensation Committee continues to believe that CC Revenue and Operating Income are important measures of performance for both our short- and long-term incentive programs due to their criticality to our overall performance. We use significantly different payout curves under our short- and long-term program. Our long-term incentive program provides for a linear payout curve from 0% to 200% of target. Our short-term incentive program provides for a stepped payout curve with a threshold payout level between 0% and 100% of target and then a linear payout curve from 100% to 200% of target. Furthermore, all employees participate in our short-term incentive program, while PSUs are applicable exclusively to our executive team to further focus and reward executives on strong execution of these critical measures of our performance. | | Increasing the performance-based component of our long-term incentive to further enhance the pay and performance alignment of our program. | Starting in fiscal year 2021, we transitioned the mix of long-term equity awards for our CEO to 100% PSUs. This approach was extended to our non-CEO NEOs in fiscal year 2023, aligning with our current practice of granting long-term incentives to our NEOs entirely in the form of PSUs. | | Integrating Environmental, Social, and Governance (ESG) factors into our executive compensation programs. | Added a strategic ESG component to our annual incentive plan starting in fiscal year 2022 that has consistently counted towards 10% of our annual incentive plan. The ESG component has been assessed as a composite score of goals across each of the elements of ESG (i.e., composite included environmental, social and governance goals). | | Encouraging the enhancement of our disclosure to discuss our shareholder outreach efforts and better explain our current program structure. | Partnered with leading advisory firm, Sodali & Co., on our shareholder outreach and engagement efforts. Continue to solicit feedback and disclosure improvements from our Committee consultants and proxy advisors. In fiscal year 2025, expanded disclosure per shareholder feedback to increase transparency on August FY24 PSU grants and incentive program design. |
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 NEOs. 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 Logitech's website at http://ir.logitech.com. While the Compensation Committee determines our overall compensation philosophy and approves the compensation of our NEOs, it considers the recommendations of its compensation consultants and other advisors, as well as our CEO, CFO, Head of People & Culture, and 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.
Role of our CEO
Role of our CEO Our CEO works closely with the Compensation Committee in determining the compensation of our non-CEO NEOs. Typically, our CEO works with the Compensation Committee to recommend the structure of the Annual Bonus Plan, to identify and develop corporate performance objectives for such plan, and to evaluate actual performance against the selected measures. Additionally, our CEO and Compensation Committee work together to determine the appropriate form and performance goals for our equity compensation program. At the beginning of each year, our CEO conducts a performance review of our non-CEO NEOs for the prior year and makes recommendations to the Compensation Committee for each element of compensation. Based on the evaluation of each non-CEO NEO's performance and taking into consideration historical compensation awards to our non-CEO NEOs and our corporate performance during the preceding year, these recommendations cover base salary adjustments, target annual cash bonus opportunities, actual bonus payments, and long-term incentives in the form of
Role of Compensation Consultants
Role of Compensation Consultants In accordance with its charter, the Compensation Committee has full authority to retain compensation consultants and other advisors, including legal counsel, as needed to support its responsibilities. The Compensation Committee oversees all aspects of these engagements, including the selection of advisors, approval of fees, and determination of services provided. Advisors engaged by the Compensation Committee report directly to the Compensation Committee. Additionally, the Compensation Committee may replace its compensation consultants or hire additional advisors at any time. In fiscal year 2025, pursuant to its 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 2025 were as follows: •Reviewed and recommended updates to the compensation peer group; •Provided advice with respect to compensation best practices and market trends for NEOs and members of our Board of Directors; •Conducted an analysis of the levels of overall compensation and each element of compensation for our NEOs; •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 regularly attend Compensation Committee meetings and also engage with the Compensation Committee outside of formal meetings. While the compensation consultants report to the Compensation Committee rather than to management, they typically meet with members of management, including our CEO and members of our executive compensation team, for purposes of understanding proposals that management may make to the Compensation Committee. The Compensation Committee evaluates the independence of the compensation consultants annually, 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. 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 of approximately $200,000 during fiscal year 2025, of which $55,000 was for NEO compensation consulting services and $145,000 for accounting consulting services. Following its most recent assessment, the Compensation Committee concluded that its relationship with each independent compensation consultant, as well as the services performed on behalf of the Compensation Committee, do not present any conflict of interest.
Role of Compensation Consultants
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Compensation Peer Group
Compensation Peer Group In its deliberations, the Compensation Committee reviews competitive market data on executive compensation levels and practices, along with a detailed analysis of this information. The data is sourced from a selected group of peer companies identified by the Compensation Committee, as well as broader compensation survey benchmarks. For fiscal year 2025, 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:
Compensation Peer Group
| Criteria | Rationale | | Industry | We compete for talent with companies in the technology industry. | | Financial Scope | Our NEOs' compensation should be similar to senior managers at companies that have comparable financial characteristics including revenue and market capitalization. | | Other Factors | When necessary, we apply additional refinement criteria — both objective or subjective — such as revenue growth, profitability, valuation, headcount, or business model. While Logitech is a Swiss company, we primarily compete for executive talent with U.S. publicly traded technology companies, particularly those in the high-tech sector of Silicon Valley. |
Compensation Peer Group
Based on these criteria, the Compensation Committee approved the following peer group of 20 publicly-traded companies, which it used as a reference when making compensation decisions with respect to setting compensation for fiscal year 2025:
Compensation Peer Group
| 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 | Zoom Communications, Inc. | | Juniper Networks | Skyworks Solutions, Inc. | |
Compensation Peer Group
Arista Networks was removed from our peer group as its market capitalization no longer aligned with Logitech and its peer companies. Conversely, Zoom Communications, Inc. was added to the peer group due to its alignment with our established selection criteria. The following table sets forth the revenue and market capitalization of compensation peer group as of January 2024, when the peer group was approved, as compared to the same data for Logitech:
Compensation Peer Group
| (in millions) | Revenue | Market Capitalization | | 75th Percentile | $5,762 | $17,752 | | 50th Percentile | $4,960 | $14,068 | | 25th Percentile | $3,988 | $9,945 | | Logitech | $4,262 | $14,204 | | Percentile Rank | 29% | 50% |
Compensation Peer Group
The table reflects available revenue information for four quarters ended January 5, 2024 and 30-day average market capitalization as of January 5, 2024 as provided by Compensia. The market analysis provided by Compensia, and considered by the Compensation Committee in its review of our NEOs’ 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.
Compensation Peer Group
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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 NEOs.
Compensation Peer Group
| Compensation Elements |
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:
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 2025, payouts related to corporate performance objectives were based on actual results, with potential payouts ranging from 0% to 200%. | 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 LTI 100% in the form of PSUs with potential payouts ranging from 0% to 200% following a three-year performance period | | Performance Measures | n/a - Fixed Pay | 45% revenue (constant currency) 45% non-GAAP operating income 10% ESG Scorecard | Primary Metric: •50% revenue growth in constant currency (based on 3-year average) •50% three-year non-GAAP operating income (cumulative $) Modifier: three-year relative TSR versus Russell 3000 |
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 NEOs in fiscal year 2025 under each of these elements. Our NEOs also participate in the standard employee benefit plans available to most of our employees.
Compensation Peer Group
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Base Salary
Base Salary We believe that a competitive base salary is a necessary element of our executive compensation program, enabling us to attract and retain a strong and stable management team. Base salaries for our NEOs are designed to remain competitive with those offered to individuals in comparable roles at peer groups while also ensuring internal equity across the executive team. Generally, we establish the initial base salaries of our NEOs through arm’s-length negotiation at the time we hire the individual NEO, taking into account his or her position, qualifications, experience, competitive and market considerations, and the base salaries of our other NEOs. Thereafter, the Compensation Committee reviews the base salaries of our NEOs annually and makes adjustments to base salaries as it determines to be necessary or appropriate. In fiscal year 2025, the Compensation Committee conducted a thorough review of the base salaries of our NEOs, taking into consideration a competitive market analysis performed by Compensia, the scope of each NEO’s role and contribution to performance, increased scope of responsibilities, 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 salary of Mr. Arunkundrum to remain competitive with our peer groups. To remain competitive within our highly dynamic industry, our executive compensation practices align with U.S. market standards, reflecting the fact that all our NEOs are based in the U.S. The base salaries of our executive officers for fiscal year 2025 were as follows:
Annual Cash Bonuses
Annual Cash Bonuses Our annual cash bonuses are designed to motivate our NEOs to achieve our short-term financial and operational objectives while advancing progress toward longer-term growth and other strategic priorities. Consistent with our executive compensation philosophy, these annual cash bonuses are intended to help us deliver a competitive total compensation opportunity to our NEOs. 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 NEOs for our actual corporate and their individual performance over our fiscal year. The annual 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.
Annual Cash Bonuses
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Annual Cash Bonuses
In fiscal year 2025, the Compensation Committee determined cash bonus opportunities for our NEOs pursuant to the cash bonus plan for fiscal year 2025 under the Logitech Management Performance Bonus Plan (the “Annual Bonus Plan”). Under the Annual 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 NEOs. For fiscal year 2025, the target annual cash bonus opportunities for each of our NEOs under the Annual Bonus Plan, expressed as a percentage of their annual base salaries, were as follows (Matteo Anversa's and Meeta Sunderwala's actual cash bonus opportunities were adjusted based on their length of service during the fiscal year). Charles Boynton forfeited any cash bonus opportunity related portions of the fiscal year after termination of the employment relationship.
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 | | Matteo Anversa, Chief Financial Officer(1) | $700,000 | 95% | $665,000 | | Prakash Arunkundrum, President of Logitech for Business | $605,000 | 80% | $484,000 | | Samantha Harnett, Chief Legal Officer | $550,000 | 80% | $440,000 | | Charles Boynton, former Chief Financial Officer(2) | $600,000 | 90% | $540,000 | | Meeta Sunderwala, former Interim Chief Financial Officer(3) | $600,000 | 90% | $540,000 |
Annual Cash Bonuses
(1)Mr. Anversa's fiscal year 2025 prorated target bonus amount was $385,481 for his length of service as Chief Financial Officer from September 2, 2024 to March 31, 2025. (2)Mr. Boynton resigned from his position as Chief Financial Officer effective May 17, 2024 and forfeited his annual target bonus; Mr. Boynton did receive a cash payment in exchange for his continued service through May 17, 2024, as detailed in "2025 Performance Results and Bonus Decisions." (3)Ms. Sunderwala's fiscal year 2025 prorated target bonus amount was $259,556. which reflects her increased bonus opportunity of 90% for her service as Interim Chief Financial Officer from June 12, 2024 to September 1, 2024. When determining the amounts of the target annual cash bonus opportunities for the NEOs, 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 fiscal year 2025, the Compensation Committee continued to use revenue (in constant currency) and non-GAAP operating income as corporate performance measures under the Annual Bonus Plan. The Compensation Committee believes 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 sets target performance levels for each of these measures at levels that it believed to be challenging, but attainable, requiring strong execution of our Board-approved annual operating plan to meet or exceed these targets. Beginning in fiscal year 2022, we introduced a sustainability scorecard that is assessed as a composite measure based key metrics, including net carbon reduction, net carbon reduction delivered by renewables, and carbon labeling rollout.
Annual Cash Bonuses
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Annual Cash Bonuses
For purposes of the Annual Bonus Plan, the corporate performance measures and their weightings were to be calculated as follows:
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, and restructuring charges, net. | | 10% SUSTAINABILITY SCORECARD | A composite sustainability metric based on the following metrics: net carbon reduction, net carbon reduction delivered by renewables, and carbon labeling rollout. |
Annual Cash Bonuses
Under the fiscal year 2025 Annual Bonus Plan, bonus payments were contingent upon meeting the threshold performance requirements 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 The CEO's bonus is determined 100% on corporate performance. For all other NEOs, corporate performance objectives are weighted 75% with the remaining 25% weighting based on each individual performance. The final score ranges from 0% to 200%. Each of the non-CEO NEO's individual performance scores is reviewed and assessed by our CEO and by the Compensation Committee. 2025 Performance Results and Bonus Decisions For fiscal year 2025, the Compensation Committee established the following threshold, target and maximum performance and payment levels for each of the corporate performance measures under the Annual Bonus Plan and determined that our actual achievement with respect to the corporate financial objectives under the Annual Bonus Plan was as follows:
Annual Cash Bonuses
| Fiscal Year 2025 Annual Incentive Plan | | | | | | | Measure | Weight | Threshold | Target | Maximum | Actual | | Revenue CC | 45% | $4,072M | $4,363M | $4,581M | $4,610M* | | Performance Level | | 93% | 100% | 105% | 106% | | Payment Level | | 50% | 100% | 200% | 200% | | Non-GAAP Operating Income | 45% | $635M | $705M | $740M | $775M | | Performance Level | | 90% | 100% | 105% | 110% | | Payment Level | | 50% | 100% | 200% | 200% | | ESG Scorecard | 10% | 50% | 100% | 200% | 100% | | Overall Result | | | | | 190% |
Annual Cash Bonuses
* Revenue in constant currency is calculated based on the fiscal year planning rates as opposed to the reported fiscal year revenue.
Annual Cash Bonuses
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Annual Cash Bonuses
For fiscal year 2025, the Compensation Committee continued to use revenue (in constant currency) and non-GAAP operating income as corporate performance measures under the Annual Bonus Plan, as these performance measures provide a balance between growing our business, generating revenue, managing our expenses, and increasing profitability in order to driving long-term shareholder value. The Compensation Committee set target performance levels for each of these measures at levels that it believed to be challenging, but attainable, requiring strong execution of our Board-approved annual operating plan to meet or exceed these targets. During fiscal year 2025, we exceeded our goals for carbon labeling with a successful rollout across 35 different products. However in fiscal year 2025, our overall corporate carbon footprint increased resulting from product mix and unforecasted growth. Therefore, our final fiscal year 2025 ESG score was 100% of target. The actual achievement under the Annual Bonus Plan produced a funding percentage, based on the corporate performance measures, at a 190% level. Based on its review of the Company's overall corporate performance and taking into account the CEO’s recommendations with respect to individual performance of the non-CEO NEOs, the Compensation Committee approved bonus payments as follows for our NEOs for fiscal year 2025:
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 | $1,687,500 | $3,206,250 | 190% | | Matteo Anversa, Chief Financial Officer(1) | $385,481 | $732,413 | 190% | | Prakash Arunkundrum, President of Logitech for Business | $484,000 | $919,600 | 190% | | Samantha Harnett, Chief Legal Officer | $440,000 | $841,500 | 191% | | Charles Boynton, former Chief Financial Officer(2) | $69,534 | $— | —% | | Meeta Sunderwala, former Interim Chief Financial Officer(3) | $259,556 | $506,135 | 195% |
Annual Cash Bonuses
(1)Mr. Anversa was appointed Chief Financial Officer on September 1, 2024 and his bonus reflects a prorated amount based on his length of service as CFO. (2)Mr. Boynton resigned from his position as Chief Financial Officer and forfeited his annual bonus; however, he received a cash payment equal to his target bonus prorated from April 1, 2024 to May 17, 2024 in exchange for his continued service through May 17, 2024. (3)Ms. Sunderwala's target annual cash bonus opportunity reflects a target of 90% of her base salary, excluding the additional base salary for her service as the Interim CFO, from June 12, 2024 to September 1, 2024. Her target annual cash bonus opportunity for the remainder of the year reflects a target of 50% of her base salary as the Chief Accounting Officer. The Compensation Committee determined that the bonus amounts reflected the achievement in our results during fiscal year 2025 and the resilience of our performance against our ESG scorecard. The annual cash bonuses paid to our NEOs for fiscal year 2025 are set forth in the “Summary Compensation Table for Fiscal Year 2025.”
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards We use long-term equity incentive compensation in the form of equity awards to align the interests of our NEOs with those of our shareholders. By offering equity awards, we provide them with the opportunity to build ownership in the Company and benefit from the potential appreciation of value of our registered shares. For annual focal equity grants, we use PSU awards that may be settled for our registered shares as the only vehicle for delivering long-term incentive compensation opportunities to our NEOs. Fiscal year 2022 marked the last year in which service-based RSUs were granted to our NEOs as part of their focal annual equity awards, and those RSUs fully vested in fiscal year 2025. Since fiscal year 2021, our CEO's annual equity awards have consisted entirely of PSUs.
Long-Term Equity Incentive Awards
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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 NEOs’ interests with the long-term interests of our shareholders. In fiscal year 2025, the Compensation Committee approved equity awards for our NEOs in recognition of our financial results and each NEO’s individual performance during fiscal year 2024 and expected future contributions. In determining the amount of each NEO’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 NEO, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. The equity awards granted to our executive officers in fiscal year 2025 were as follows:
Long-Term Equity Incentive Awards
| | PSUs | | | NEOs | Number of Shares | Approved Value(1) | | Johanna 'Hanneke' Faber, Chief Executive Officer | 63,249 | $5,337,500 | | Matteo Anversa, Chief Financial Officer(2) | 33,393 | $3,000,000 | | Prakash Arunkundrum, President of Logitech for Business | 28,440 | $2,400,000 | | Samantha Harnett, Chief Legal Officer | 22,515 | $1,900,000 | | Charles Boynton, former Chief Financial Officer(3) | n/a | n/a | | Meeta Sunderwala, former Interim Chief Financial Officer(4) | 6,683 | $660,000 |
Long-Term Equity Incentive Awards
(1)Reflects the 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 2025" below, which represents the aggregate grant date fair value of stock awards under the SEC rules. (2)Equity awards do not reflect Mr. Anversa's grant of Replacement Award awarded with respect to certain compensation that he forfeited from his prior employer which is described under the heading “Grants of Plan-Based Awards Table for Fiscal Year 2025” below. (3)Mr. Boynton resigned effective May 17, 2024 and, as a result, his entire equity award was forfeited upon termination (4)Equity award does not reflect Ms. Sunderwala's annual grant of RSUs as a component of her annual compensation in the role of Chief Accounting Officer. Performance-Based Share Units The target number of PSU awards granted to our NEOs in fiscal year 2025 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:
Long-Term Equity Incentive Awards
| PRIMARY METRIC 50% three-year average revenue growth measured in constant currency 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. |
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.
Long-Term Equity Incentive Awards
| 72 | 2025 Annual General Meeting Invitation, Proxy Statement |
Long-Term Equity Incentive Awards
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. The PSUs granted in April 2022 completed the three-year measurement period on March 31, 2025 and our performance resulted in no PSU vesting.
Long-Term Equity Incentive Awards
| Fiscal Years 2023-2025 PSUs (granted April 15, 2022) | | | | | | Measure | Threshold | Target | Maximum | Actual | | Primary Metric: | | | | | | 3-Year Weighted Average Revenue Growth (CC) | 0% | 6% | 10% | (3.5)% | | Vesting Level | 0% | 100% | 200% | 0% | | Modifier: | | | | | | 3-Year relative TSR vs Russell 3000 (percentile rank) | 25th and below | 50th | 75th and above | 72nd | | Modifier Factor on Vesting Level Achieved Under Primary Metric | 80% | 100% | 120% | 117% | | Gate: | | | | | | 3-Year cumulative Non-GAAP Operating Income | | $2,100M | | $2,069M | | Overall Result (capped at 200%) | | | | —% |
Long-Term Equity Incentive Awards
Our average stock price at the beginning of the period was $73.77 and our ending average stock price was $100.54 (assuming dividends were reinvested). Therefore, our TSR over the performance period from April 1, 2022 through March 31, 2025 was 36.29% and our stock performed at the 72nd percentile relative to the companies in the Russell 3000, which would have resulted in a modifier of 117% if PSUs had been eligible to vest based on revenue growth. 2023 One-Time Additional PSU Grants In August 2023, the Company granted a one-off equity award to the following NEOs: Mr. Boynton ($1,300,059), Mr. Arunkundrum ($1,200,035), and Ms. Harnett ($1,000,051). This award was granted in response to uncertain macro-economic conditions, the operational impact of the prior CEO's departure after an extended tenure, and the need to maintain management stability during the transition period while minimizing the risk of disruptions. Mr. Boynton's award was forfeited upon his resignation as CFO. This incentive award was designed to direct management's focus on two performance metrics: inventory turns and cash flow from operations. These metrics are evaluated over two performance periods: an 18-month performance period from July 1, 2023 to December 31, 2024 and a three-year performance period from July 1, 2023 to June 30, 2026. The payout ranges from a minimum of 0% to a maximum of 200% of the target award.
Long-Term Equity Incentive Awards
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Long-Term Equity Incentive Awards
The grant vests in two stages: partial vesting occurs on February 15, 2025 based on the performance during the first 18-month performance period, capped at 100% payout. The remaining grant vests on August 15, 2026 based on the performance during the three-year performance period, reduced by the shares that vested on February 15, 2025. Performance results for the 18-month period are detailed in the table below:
Long-Term Equity Incentive Awards
| One-Time Additional PSU Grant - Performance Results - First 18 months | | | | | Cash Flow from Operations | | | | | $M | Payout (% of Target) | Actual Results | Actual Payout (Capped) | | < $300 | —% | $1,081 | 100% | | $300 | 50% | | | | $400 | 100% | | | | $500 | 200% | | | | Inventory Turns | | | | | Ratio | Payout (% of Target) | Actual Results | Actual Payout (Capped) | | < 4 | —% | 5.92 | 100% | | 4 | 50% | | | | 5 | 100% | | | | 6 | 200% | | |
Long-Term Equity Incentive Awards
| | Total Shares Granted | | Half of Award Vested on 2/15/2025 | | | Executive | Target | Maximum | Actual | % of Target | | Prakash Arunkundrum, President Logitech for Business | 18,296 | 36,592 | 18,296 | 100% | | Samantha Harnett, Chief Legal Officer | 15,247 | 30,494 | 15,247 | 100% |
Long-Term Equity Incentive Awards
RSU Awards We do not grant service-based RSU awards to our NEOs other than to replace forfeited equity from prior employers in context of new executive hires. In fiscal year 2025, we granted a RSU Replacement Award to our new CFO that will vest in full on March 15, 2026.
Equity Award Grant Practices
Equity Award Grant Practices Determination of long-term equity incentive awards The Compensation Committee is responsible for approving which NEO 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 NEOs 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 NEOs 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 NEOs or for other special circumstances. In fiscal year 2025, 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.
Compensation Committee
| Summary Compensation Table for Fiscal Year 2025 |
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) | 2025 | 1,371,483 | — | 5,337,583 | 3,206,250 | 641,692 | 10,557,008 | | Chief Executive Officer | 2024 | 422,075 | 2,679,676 | 2,920,689 | 675,000 | 320,306 | 7,017,746 | | Matteo Anversa(5) | 2025 | 403,846 | 1,076,166 | 3,929,706 | 732,413 | 7,146 | 6,149,278 | | Chief Financial Officer | | | | | | | | | Prakash Arunkundrum | 2025 | 605,000 | — | 2,400,052 | 919,600 | 14,466 | 3,939,118 | | President of Logitech for Business | 2024 | 575,000 | — | 3,200,043 | 552,000 | 96,472 | 4,423,515 | | | 2023 | 544,327 | — | 1,700,059 | 105,000 | 13,119 | 2,362,505 | | Samantha Harnett | 2025 | 550,000 | — | 1,900,041 | 841,500 | 13,862 | 3,305,403 | | Chief Legal Officer | 2024 | 550,000 | — | 2,700,030 | 528,000 | 76,530 | 3,854,560 | | | 2023 | 543,462 | — | 1,700,059 | 105,000 | 13,312 | 2,361,833 | | Charles Boynton(6) | 2025 | 80,769 | 69,534 | — | — | 7,358 | 157,661 | | former Chief Financial Officer | 2024 | 600,000 | — | 4,050,069 | 648,000 | 19,399 | 5,317,468 | | | 2023 | 92,308 | — | — | 10,386 | 3,078 | 105,772 | | Meeta Sunderwala(7) former Interim Chief Financial Officer | 2025 | 470,475 | — | 1,141,704 | 506,135 | 13,728 | 2,132,042 |
ALL OTHER COMPENSATION TABLE
| Grants of Plan-Based Awards Table for Fiscal Year 2025 |
ALL OTHER COMPENSATION TABLE
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table |
Compensation Mix
| Outstanding Equity Awards at Fiscal Year 2025 Year-End Table |
Compensation Mix
| Option Exercises and Stock Vested Table for Fiscal Year 2025 |
Compensation Mix
| Non-Qualified Deferred Compensation Table for Fiscal Year 2025 |
Compensation Mix
| Payments upon Termination or Change in Control |
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 NEO without cause after a change in control, assuming that each of the terminations was effective as of March 31, 2025, subject to the terms of the PSU and RSU award agreements with each of the listed NEOs. 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.
Tables of Potential Payments Upon Involuntary Termination After Change in Control
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Tables of Potential Payments Upon Involuntary Termination After Change in Control
As of March 31, 2025, no compensation amounts were payable to any NEOs 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, 2025, the last business day of the fiscal year, of $84.41 per share.
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
| Name and Principal Position | Value of Accelerated Equity Awards(1) ($) | | Johanna 'Hanneke' Faber, Chief Executive Officer | 2,942,533 | | Matteo Anversa, Chief Financial Officer | 1,853,982 | | Prakash Arunkundrum, President of Logitech for Business | 2,417,727 | | Samantha Harnett, Chief Legal Officer | 2,008,367 | | Charles Boynton, former Chief Financial Officer | — | | Meeta Sunderwala, former Interim Chief Financial Officer(2) | — |
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
(1)Represents, as of March 31, 2025, 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, 2025 that are subject to acceleration according to the terms of an equity award agreement. For the PSUs granted on April 15, 2022 based on non-GAAP operating income, WACCR and relative TSR, as of March 31, 2025 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. (2)None of Ms. Sunderwala's outstanding equity awards are subject to accelerated vesting in the event of a change in control, since she received her PSU and RSU awards as part of her annual compensation as Chief Accounting Officer and not in connection for her service as the Interim CFO.
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
| Pay Ratio |
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
For fiscal year 2025: •the median of the annual total compensation of all employees of our company (other than our CEO) was $47,238; and •the total compensation of Ms. Johanna 'Hanneke' Faber, our CEO, was $10,557,008; Based on this information, for fiscal year 2025 the ratio of the annual total compensation of Ms. Faber to the median of the annual total compensation of all employees was 223 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. 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 2025 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, 2025 for the ten-month period from April 1, 2024 through January 31, 2025. We annualized base pay for any permanent employees who commenced work during fiscal year 2025. 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 Taiwan. We then calculated annual total compensation for this individual using the same methodology we use for our NEOs as set forth in our "Summary Compensation Table for Fiscal Year 2025." We determined that such individual’s annual total compensation for the fiscal year ended March 31, 2025 was $47,238. During fiscal year 2025, Ms. Faber served as our CEO. We determined Ms. Faber's annual total compensation for the fiscal year ended March 31, 2025 was $10,557,008, as reported in our "Summary Compensation Table for Fiscal Year 2025."
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
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POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
| Pay Versus Performance |
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 NEOs for each of the last five 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 NEOs 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 2025 (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 2025 performance-based equity awards. Please refer to our CD&A above on how we calculate revenue in constant currency.
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
| Fiscal Year | Summary Compensation Table Total for CEO 1 ($) | Compensation Actually Paid for CEO 1 ($) | Summary Compensation Table Total for CEO 2 ($) | Compensation Actually Paid for CEO 2 ($) | Summary Compensation Table Total for CEO 3 ($) | Compensation Actually Paid for CEO 3 ($) | | | (a) | (b) | (a) | (b) | (a) | (b) | | 2025 | 10,557,008 | 10,999,910 | — | — | — | — | | 2024 | 7,017,746 | 6,901,041 | 1,185,508 | 1,185,508 | 7,792,025 | (2,881,140) | | 2023 | — | — | — | — | 8,553,084 | 6,564,384 | | 2022 | — | — | — | — | 10,497,190 | 4,327,581 | | 2021 | — | — | — | — | 11,026,105 | 46,128,115 |
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
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POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
| | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid for Non-CEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) | Company- Selected Measure: Revenue ($) | | Fiscal Year | | | TSR ($) | Peer Group TSR ($) | | | | | (c) | (d) | (e) | (f) | (g) | (h) | | 2025 | 3,136,700 | 731,081 | 209 | 284 | 631,529,000 | 4,610,000,000 | | 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 |
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 2025: Johanna 'Hanneke' Faber served as the CEO for the entirety of each fiscal 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, and 2021: Bracken Darrell served as the CEO. (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 2021 to 2024, please see the “Pay versus Performance” disclosure in our 2024 definitive proxy statement which was filed with the SEC on July 26, 2024.
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
| CEO 1 | | | | Fiscal year 2025 | | | | | Summary Compensation Table - Total Compensation | $10,557,008 | | - | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(5,337,583) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $5,539,410 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $(55,533) | | + | 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 | $296,608 | | - | 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 | $— | | = | Compensation Actually Paid | $10,999,910 |
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 2025 the non-CEO NEOs were: Matteo Anversa, Prakash Arunkundrum, Samantha Harnett, Charles Boynton, and Meeta Sunderwala. •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: Prakash Arunkundrum, Samantha Harnett, Charles Boynton, and Nate Olmstead. •For each of fiscal years 2022 and 2021, the non-CEO NEOs were: Prakash Arunkundrum, Samantha Harnett, and Nate Olmstead.
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
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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 2021 to 2024, please see the “pay versus performance” disclosure in our 2024 definitive proxy statement which was filed with the SEC on July 26, 2024.
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION AFTER CHANGE IN CONTROL
| | Non-CEO NEO Average | | | | Fiscal year 2025 | | | | Summary Compensation Table - Total Compensation | $3,136,700 | | - | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(1,874,301) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $1,847,645 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $(1,007,647) | | + | 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 | $108,376 | | - | 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 | $(1,479,692) | | = | Compensation Actually Paid | $731,081 |
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)Peer Group TSR is calculated by assuming that a $100 investment was made in the Standard & Poor’s 500 Information & Technology Index, an independently prepared index that includes companies in the IT industry, on the day prior to the first fiscal year reported above and that all dividends were reinvested until the last day of each reported fiscal year. (g)The PVP Rules require the disclosure of our U.S. GAAP net income for each year. The dollar amounts reported reflect the amount of net income disclosed in the Company’s audited financial statements for the applicable year. (h)As discussed above, we believe that revenue in constant currency is the appropriate "Company-Selected Measure" as defined in the PVP Rules.
Relationship Between Pay and Performance
| Compensation of Non-Employee Directors |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025
| Name | Fees Earned in Cash ($)(1) | Stock Awards ($)(1,2) | Total ($) | | Patrick Aebischer(3) | 33,591 | n/a | 33,591 | | Donald Allan(4) | 50,512 | 232,082 | 282,594 | | Wendy Becker | 471,448 | 232,082 | 703,530 | | Edouard Bugnion | 83,071 | 232,082 | 315,153 | | Guy Gecht | 80,114 | 232,082 | 312,196 | | Christopher Jones | 86,039 | 232,082 | 318,121 | | Marjorie Lao | 101,951 | 232,082 | 334,033 | | Owen Mahoney(4) | 58,258 | 232,082 | 290,340 | | Neela Montgomery | 88,397 | 232,082 | 320,479 | | Kwok Wang Ng | 127,964 | 232,082 | 360,046 | | Deborah Thomas | 139,919 | 232,082 | 372,001 | | Sascha Zahnd(5) | 88,401 | 232,082 | 320,483 |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025
(1)Amounts in Swiss Francs were converted using the exchange rate on the Annual General Meeting date of 1 Swiss Franc to approximately 1.1786 U.S. Dollars. (2)These amounts do not represent the actual economic value realized by the Non-Employee Directors. Under SEC rules, these amounts reflect the aggregate grant date fair value of stock awards granted to each of the Non-Employee Directors. The key assumptions and methodology of valuation of stock awards and stock options are presented in Note 4 to the Consolidated Financial Statements included in Logitech’s Annual Report to Shareholders. (3)Mr. Aebischer did not stand for re-election as a Non-Employee Director at the Annual General Meeting in September 2024. "Fees Earned in Cash" reflects a prorated amount earned until such date and he did not receive any stock awards for fiscal year 2024. (4)Messrs. Allan and Mahoney received prorated cash retainers for their 2024 to 2025 Board Year service in fiscal year 2025. (5)Mr. Zahnd's fees earned in cash is reduced by the pension contributions in the amount of $10,266 as he is not exempted from mandatory occupational benefit plans in Switzerland.
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025
| 94 | 2025 Annual General Meeting Invitation, Proxy Statement |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025
The following table presents additional information with respect to the equity awards held as of March 31, 2025 by Non-Employee Directors. The market value for service-based RSUs is determined by multiplying the number of shares subject to the award by the closing price of Logitech shares on the Nasdaq Global Select Market on the last trading day of the fiscal year.
OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2025 YEAR-END
OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2025 YEAR-END
OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2025 YEAR-END
| | | Stock Awards | | | Name(1) | Grant Date (M/D/Y) | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Donald Allan | 9/4/2024 | 2,736 | 230,946 | | Wendy Becker | 9/4/2024 | 2,736 | 230,946 | | Edouard Bugnion | 9/4/2024 | 2,736 | 230,946 | | Guy Gecht | 9/4/2024 | 2,736 | 230,946 | | Christopher Jones | 9/4/2024 | 2,736 | 230,946 | | Marjorie Lao | 9/4/2024 | 2,736 | 230,946 | | Owen Mahoney | 9/4/2024 | 2,736 | 230,946 | | Neela Montgomery | 9/4/2024 | 2,736 | 230,946 | | Kwok Wang Ng | 9/4/2024 | 2,736 | 230,946 | | Deborah Thomas | 9/4/2024 | 2,736 | 230,946 | | Sascha Zahnd | 9/4/2024 | 2,736 | 230,946 |
OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2025 YEAR-END
(1)Mr. Aebischer did not stand for re-election as a Non-Employee Director at the Annual General Meeting in September 2024 and therefore, does not have outstanding equity awards. (2)These annual service-based RSU grants vest on the grant date anniversary, or earlier on the date of the next annual general meeting following the grant date if the non-executive board member is not re-elected as a director at the annual general meeting. 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 the Non-Employee Director dies or has a separation of service due to disability, all shares subject to the stock award will vest.
OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2025 YEAR-END
| 2025 Annual General Meeting Invitation, Proxy Statement | 95 |
OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS AT FISCAL YEAR 2025 YEAR-END
| Compensation Tables Audited Under Swiss Law |
Board of Directors
Board of Directors
Board of Directors
| | Mandates in public companies | Function | Mandates in private companies | Function | | Donald Allan | Stanley Black & Decker, Inc. | Chief Executive Officer | Andersen Corporation | Lead Director | | Wendy Becker | Sony Group Corporation | Vice-Chairperson | | | | | GSK plc | Board Member | | | | Edouard Bugnion | no external mandates | | | | | Guy Gecht | Solaredge Technologies, Inc. | Board Member | | | | Christopher Jones | | | Artemis Software Works, Inc. | Chief Executive Officer | | Marjorie Lao | MYT Netherlands Parent B.V. | Vice-Chairperson | Sitecore Holding II A/S | Board Member | | | PT GoTo Gojek Tokopedia Tbk | Board Member | Monde Nissin (UK) Limited | Board Member | | Owen Mahoney | Hasbro, Inc. | Board Member | | | | Neela Montgomery | | | Fetch Rewards, Inc. | Board Member | | Kwok Wang Ng | Sika AG | Board Member | | | | Deborah Thomas | Samsonite Group S.A. | Board Member | Rhode Island Airport Corporation | Board Member | | Sascha Zahnd | MYT Netherlands Parent B.V. | Supervisory Board Member | BERNEXPO AG | Board Member | | | Valeo SE | Board Member | Arboloom Cup AG | Board Member | | | | | Nokera AG | Board Member | | | | | Saz Vision AG/Saza Vision AG | Board Member |
Group Management Team
Group Management Team
Group Management Team
| | Mandates in public companies | Function | Mandates in private companies | Function | | Johanna 'Hanneke' Faber | Tapestry, Inc. | Board Member | | | | Matteo Anversa | Strattec Security Corporation | Board Member | AAL Scientifics Inc. | Board Member | | Prakash Arunkundrum | no external mandates | | | | | Samantha Harnett | no external mandates | | | |
Group Management Team
| 100 | 2025 Annual General Meeting Invitation, Proxy Statement |
Group Management Team
As of March 31, 2024, members of the Board of Directors and Group Management Team held the following external mandates in comparable functions at other companies with an economic purpose.
Board of Directors
Board of Directors
Board of Directors
| | Mandates in public companies | 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. | 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 | | Kwok Wang Ng | no external mandates | | | | | Deborah Thomas | no external mandates | | | | | Sascha Zahnd | MYT Netherlands Parent B.V. | Supervisory Board Member | BERNEXPO AG | Board Member | | | | | Arboloom Cup AG/Arboloom IP AG | Board Member | | | | | Nokera AG | Board Member | | | | | Saz Vision AG/Saza Vision AG | Board Member |