DEF 14A of Aebi Schmidt Holding AG
Filed Apr 10, 2026 · FY20250001140361-26-014249
Frauenfeld, Switzerland
| Compensation Discussion and Analysis | 59 | | Executive Compensation Tables | 69 | | Compensation Committee Report | 75 | | Pay Versus Performance | 76 | | Ownership of Securities | 80 | | Delinquent Section 16(a) Reports | 82 | | Audit Committee Report | 83 | | Additional Information | 84 | | Appendix A Non-GAAP Reconciliations | 92 | | Appendix B Equity Incentive Plan | 94 |
Board of Directors
Board of Directors Audit Committee The Audit Committee oversees risk related to financial matters including internal controls, business conduct and legal and regulatory compliance, including antitrust, cybersecurity and tax matters and has primary responsibility for assisting the Board with risk oversight. In 2025, the Audit Committee devoted substantial time to the oversight of Aebi Schmidt’s auditing, accounting, and financial reporting processes. Compensation Committee The Compensation Committee oversees risks associated with compensation program design and management development and retention. In 2025, the Compensation Committee put forth significant effort to the development of Aebi Schmidt’s initial compensation philosophy and incentive programs. While 2025 was a transition year with the completion of the Acquisition, the Compensation Committee focused on establishing a compensation framework that will properly help incentivize and retain talent in 2026 and beyond. Governance Committee The Governance Committee oversees structural governance and composition matters including recommending to the Board the allocation of oversight responsibilities to the Board committees. In 2025, the Governance Committee provided direction and oversight of Aebi Schmidt’s sustainability initiatives, which are described in the Company’s sustainability report (available in the “Annual General Meeting 2026” section of www.aebi-schmidt.com/investors). At each regular Board meeting, the Board receives reports on significant committee activities, including oversight of risks addressed by each committee. In addition, risk management is incorporated in Aebi Schmidt’s annual strategic planning process, which is periodically reviewed by the Board. The Board also periodically reviews with management Aebi Schmidt’s insurance program and policies. Management plays an important role in implementing the processes and procedures designed to mitigate risk and assist the Board in the exercise of its oversight function. In addition to the daily risk management processes of management, Aebi Schmidt uses an enterprise risk management prioritization approach, involving risk ranking and assessment of management progress in monitoring and mitigating key identified risks, including financial, operational, compliance and reputational risks.
Board of Directors
| 10 | Aebi Schmidt Group // 2026 Proxy Statement |
(SIX Swiss Exchange)
(SIX Swiss Exchange)
(SIX Swiss Exchange)
| Mr. Fruithof has served as the Group Chief Executive Officer of Aebi Schmidt since 2017 and has served as Vice Chair of the Board since 2025. If elected, Mr. Fruithof shall serve as Chair of the Board. In 2026, Mr. Fruithof was nominated to the board of directors of SoftwareOne, a Swiss enterprise software company, which is listed on the SIX Swiss Exchange. Mr. Fruithof has been chairman of the board of directors of Zugerbergfinanz AG, a financial institution in Zug, Switzerland, since 2017, Erni Group, a Swiss software engineering company, since 2018 and a member of the board of directors of ISS Switzerland, a facility service provider company, since 2021. Mr. Fruithof has been a member of the board of directors of PCS Holding AG, an investment company, since 2025. Mr. Fruithof served as chairman of the board of directors of esisuisse, a Swiss deposit insurance, from 2010 to 2023 and as Vice Chairman of the board of directors of Swiss Steel Group, a listed steel group based in Lucerne, Switzerland, from 2022 to 2024. Mr. Fruithof was a member of the board of directors of Amag Leasing, an automotive leasing company, from 2015 to 2024, HRS Real Estate AG, a Swiss owner-managed real estate service provider, from 2016 to 2023, Julius Baer & Co. AG, a private Swiss bank, (as well as its Head of Switzerland & Global Custody) from 2015 to 2016, Credit Suisse Group, a leading financial services company, from 2008 to 2015 (as well as its Head of Corporate & Institutional Client from 2008 to 2015 and a member of the Private Banking Division Management from 2008 to 2015). Mr. Fruithof served as Chief Financial Officer and Head of the Finance & Corporate Center Department, as well as a member of the executive board of Raiffeisen Group Switzerland, St. Gallen, the second largest banking group in Switzerland, from 2004 to 2007, and as the Chief Executive Officer of Aduno Group from 2001 to 2003 and Viseca Card Services SA, Glattbrugg from 2001 to 2003, each a credit card service company. Mr. Fruithof worked as the Head of Product and Distribution Management from 1997 to 2000 and Head of Payment Services from 1992 to 1996 of Zurich Cantonal Bank, the largest cantonal bank in Switzerland, and as Head of Product Management of Europay (Switzerland) SA, a member of the European banking services consortium which provides the international EuroCard/MasterCard credit-card; the EC-card for ATM-withdrawals, debit-card and cheque-guarantee; the EC-Direct debit-card (Switzerland-only); and the Maestro debit-card (international), in 1997. Mr. Fruithof holds a degree in business administration (KLZ), and a master of marketing (eidg. dipl. Marketingleiter) from University Bern and an Executive MBA from University St. Gallen (HSG). Mr. Fruithof has extensive experience in executive leadership, financial reporting, accounting and compliance. His experience serving as Group Chief Executive Officer and in other positions for industrial companies provides him with subject matter expertise in strategy, acquisitions and divestitures, risk management, asset allocation, and oversight of operational functions. |
(SIX Swiss Exchange)
| Aebi Schmidt Group // 2026 Proxy Statement | 27 |
Andreas Rickenbacher
Andreas Rickenbacher
Age | 58
Age | 58
Director Since | 2016
Director Since | 2016 Committees | Compensation (Chair);
Governance (Chair)
Governance (Chair)
Other Public Boards | BKW Ltd
Other Public Boards | BKW Ltd
(SIX Swiss Exchange)
(SIX Swiss Exchange)
(SIX Swiss Exchange)
| Mr. Rickenbacher has served as the Chair of the Compensation Committee since 2025 and if elected to the Board, shall serve as the Chair of the Governance Committee and Lead Independent Director. Prior to the Acquisition, Mr. Rickenbacher served as the Vice Chair of Aebi Schmidt’s Board since 2023. In February 2026, Mr. Rickenbacher was nominated to the board of directors of The Swatch Group Ltd, a Swiss manufacturer of watches, which is listed on the SIX Swiss Exchange. Since 2024, Mr. Rickenbacher has been Chair of the board of directors of Suva, one of the biggest injury insurance companies in Switzerland. Since 2023, Mr. Rickenbacher has served as a consultant for Bantel & Partner AG, a public relations firm in Zurich, Switzerland, having previously served as a director from 2017 until 2023. Mr. Rickenbacher has served as Chair of the board of directors of CSEM AG, a Swiss research and development center active in the fields of precision manufacturing, digitalization, and renewable energy, since 2023, and served as a member of the board of directors of Ender Diagnostics AG, a medical laboratory in Bern, Switzerland until 2024. Mr. Rickenbacher was the Vice President of the Switzerland Innovation Foundation from 2015 to 2021 and has since served as its President since 2022. Since 2018, Mr. Rickenbacher has served on the board of directors of BKW AG, a power production and distribution utility in Bern, Switzerland. Since 2016, he has served on the board of directors of each of HRS Real Estate AG, a Swiss owner-managed real estate service provider, Bernexpo AG, an exhibition and trade center in Bern, Switzerland and Andreas Rickenbacher Management AG, a business consultant company (for which he is also serving as a management consultant). Since 2016, Mr. Rickenbacher also serves as the Vice President of the Organization Committee of the Internationale Lauberhornrennen Wengen Association, a group that organizes World Cup ski races. From 2017 to 2023, Mr. Rickenbacher served as a member on the board of directors of Bigla Care AG, a supplier of hospital beds and mattresses and from 2016 to 2021, Mr. Rickenbacher served as a member of the advisory board of the Swiss Economic Forum. Mr. Rickenbacher founded and owned Rickenbacher Projekte GmbH, a public relations company, from 2004 to 2008. Mr. Rickenbacher worked as a project leader at MCM Consultants AG, a consultant company from 1998 to 2004 and as a project leader and assistant at Gfs.bern, a political and communications market researcher from 1992 to 1998. Mr. Rickenbacher was Secretary of Economic Affairs from 2006 to 2016 and Governor from 2012 to 2013 of the Canton of Bern. Mr. Rickenbacher earned a Master of Science in Business Administration from University of Bern. Mr. Rickenbacher has extensive knowledge and experience in executive leadership of large and complex public and private sector organizations. His subject matter expertise covers strategic business management, human resources, compensation, and organizational matters as well as stakeholder management and customer relationship management. Based on various board memberships, he has insight into different industries in different world regions. |
(SIX Swiss Exchange)
| 28 | Aebi Schmidt Group // 2026 Proxy Statement |
Angela Freeman
Angela Freeman
Age | 58
Age | 58
Director Since | 2019
Director Since | 2019 Committees | Governance;
Compensation
Compensation
Other Public Boards | None
Other Public Boards | None
Prior Public Boards | None
Prior Public Boards | None
Prior Public Boards | None
| Ms. Freeman has served as the Chief Human Resources and ESG Officer and is a Section 16 officer at C.H. Robinson Worldwide, Inc. (Nasdaq: CHRW), the global leader in Lean AI supply chains, which manages 37 million shipments per year and has annual revenues of over $16 billion. She has served in that role since 2019 and leads the company’s talent, compensation, leadership development and executive succession, sustainability, and corporate responsibility strategies. She has been with the company for 28 years and key contributions also include oversight of M&A talent integration for twelve company acquisitions during her time leading HR. Prior to her current role, she led Investor Relations, Marketing and Corporate Communications, and Public Affairs. In addition, she serves as Chairperson of the Board of the C.H. Robinson Foundation, the company’s philanthropic affiliate. Ms. Freeman also serves on the Board of the University of North Dakota Alumni Association & Foundation, the Gartner Global CHRO Leadership Board, and the Wall Street Journal Chief People Officer Counsel. Ms. Freeman holds a Master of Science degree in comparative politics from the London School of Economics, in addition to a Bachelor of Arts degree in political science and a Bachelor of Science degree in secondary education from the University of North Dakota. Ms. Freeman brings extensive public company experience in human resources, including executive compensation, human capital management, ESG, investor relations and communications, stakeholder management and government affairs. She has subject matter expertise in strategy creation and deployment, change management, digital transformation and scaling organizations, executive succession, and mergers and acquisitions. |
Daniela Spuhler
Daniela Spuhler
Age | 48
Age | 48
Director Since | 2023
Director Since | 2023
Committees | None
Committees | None
Other Public Boards | None
Other Public Boards | None
Other Public Boards | None
| Ms. Spuhler has served as a member of Aebi Schmidt’s Board since 2023. Since 2007, Ms. Spuhler has owned two construction companies, Esslinger AG and Barizzi AG, and has been a Managing Director of each since 2007 and a member of the board of directors of each since 2008. Since 2007 she has been a member and Vice President of PCS Holding AG. She has also served as a member of the board of directors of DSH Holding AG, an investment company, since 2008 (for which she serves as the Vice President), Wohnpark Promenade AG Frauenfeld, a condominium complex, since 2010 (for which she serves as the President), Talvo Engadin AG, a restaurant, since 2011 (for which she serves as the Vice President) and Cat Aviation AG, a private charter airline, since 2018. Ms. Spuhler has served as a member of the board of directors of HG Commerciale, a service company for the construction industry since 2015. Ms. Spuhler earned a Bachelor of Business Administration from Zürcher Hochschule Winterthur. Ms. Spuhler’s spouse, Peter Spuhler, is also a former member of Aebi Schmidt’s Board. Ms. Spuhler brings extensive experience in executive leadership in regard to strategic and operational execution in industrial companies. She serves on various boards in different industries and is a subject matter expert in customer relationship management, program and project management and operational excellence. |
Other Public Boards | None
| Aebi Schmidt Group // 2026 Proxy Statement | 29 |
Martin Ritter
Martin Ritter
Age | 40
Age | 40
Director Since | 2022
Director Since | 2022
Committees | None
Committees | None
Other Public Boards | None
Other Public Boards | None
Prior Public Boards | None
Prior Public Boards | None
Prior Public Boards | None
| Mr. Ritter has served as a member of Aebi Schmidt’s Board since 2022. Mr. Ritter has been the Chief Executive Officer of Stadler US Inc., a railroad company, since 2016. From 2014 to 2016, Mr. Ritter was the Assistant to the Group Chief Executive Officer and Project Manager for Stadler Rail Management AG, a Swiss manufacturer of railroad rolling stock. Mr. Ritter was an Executive Assistant and the Head of Internal Services at Invents.ch, an event management company in Zurich, Switzerland, from 2013 to 2014 and he worked at PWC, an audit and assurance, consulting, and tax services company, in the Tax and Legal Group from 2011 to 2013. Mr. Ritter was a Company Commander from 2014 to 2018, an Officer from 2008 to 2014, and a Soldier from 2005 to 2008 in the Swiss Armed Forces. Mr. Ritter earned a Master in Accounting and Finance and a Bachelor in Business Administration from the University of St. Gallen. Mr. Ritter has extensive leadership experience in international business environments. He has a demonstrated track record of developing and executing strategic plans to drive business results in the manufacturing and transportation industries. He is a subject matter expert in project management, creating and implementing operational processes, strategic sales, and collaborative stakeholder management. |
LandAmerica and Access Worldwide
LandAmerica and Access Worldwide
LandAmerica and Access Worldwide
| Mr. Dinkins is currently President and Chief Executive Officer of Dinkins Financial, a consulting firm that assists small businesses in raising capital. Prior to founding Dinkins Financial in 2017, Mr. Dinkins served in various leadership roles, including as Chief Financial Officer and board member at Integer Holdings Corporation, a medical device manufacturer, from 2012 to 2017. In addition, Mr. Dinkins’ prior experience includes serving as Chief Financial Officer at each of USI Insurance Services, an insurance and risk management provider, Hilb, Rogal & Hobbs Co., an insurance risk and management provider, and NCR Worldwide Customer Service Operations, a provider of financial services equipment and software. Mr. Dinkins’ career began at General Electric where he served for 17 years in multiple financial roles. He is a past member of the board of directors of three publicly traded companies and currently serves on the board of the National Council on Compensation and Insurance, a provider of workers compensation data and insights. Mr. Dinkins received a Bachelor of Science degree in Finance from Michigan State University and graduated with honors from General Electric’s Financial Management Program where he also served as an instructor. He also obtained certified public accountant and certified management accountant certificates. Mr. Dinkins has extensive experience in executive leadership, financial reporting, accounting, and Sarbanes-Oxley compliance. His experience serving as a financial executive with multiple companies provides him with subject matter expertise in acquisitions and divestitures, risk management, asset allocation and oversight of operational functions. |
LandAmerica and Access Worldwide
| 30 | Aebi Schmidt Group // 2026 Proxy Statement |
Patrick Schaub
Patrick Schaub
Age | 47
Age | 47
Director Since | 2022
Director Since | 2022 Committees | Audit (Chair);
Governance; Compensation
Governance; Compensation
Other Public Boards | None
Other Public Boards | None
Prior Public Boards | None
Prior Public Boards | None
Prior Public Boards | None
| Mr. Schaub has served as a member of Aebi Schmidt’s Board and Chair of its Audit Committee since 2022. Mr. Schaub is the co-founder and Managing Director of the Transaction Advisory Group of Alvarez & Marsal Switzerland GmbH, a business management consultant in Zurich, Switzerland, since 2019. Mr. Schaub worked at KPMG AG, an audit, tax, and advisory service, as a Partner in the Transaction Services Group from 2018 to 2019, as a Director in Transaction Services Group from 2006 to 2018, and as an Assistant Manager in the Audit Group from 2002 to 2006. Mr. Schaub worked at Swissair, an airline, as a Business Data Analyst from 1998 to 2001. Mr. Schaub graduated from Zürcher Hochschule Winterthur (FH) with a Bachelor in Business Management and Economics, and has been a Swiss Certified Public Accountant since 2006. Mr. Schaub brings leadership experience, along with his extensive financial expertise. His experience in advising corporations includes acquisitions and divestments, management accounting, financial reporting and risk management. |
Other Public Boards | Triton International
Other Public Boards | Triton International
Other Public Boards | Triton International
| Ms. Pizzuto served as a financial officer for Hub Group, Inc., a multi-billion-dollar public company offering comprehensive transportation and logistics management solutions, for 18 years, including the last 13 years as Chief Financial Officer prior to her retirement in June 2020. If elected to the Board, Ms. Pizzuto shall serve as the Vice Chair. Ms. Pizzuto retains the title of Chief Financial Officer Emeritus at the Hub Group. Before joining the Hub Group, Ms. Pizzuto was an audit professional at Arthur Andersen LLP for 22 years, including the last 6 years as an audit partner, where she served a wide variety of SEC registrants and other clients in logistics, manufacturing, high tech, and other industries. Ms. Pizzuto serves on the board of directors of Triton International, a global container leasing company, IPS Corporation, a privately-held manufacturer, CRST, Inc., a privately held freight company, and Mastery Logistics Systems, a privately held technology company in the supply chain logistics space. Ms. Pizzuto earned a bachelor’s degree in accounting from the University of Illinois and is a certified public accountant. Ms. Pizzuto is a qualified financial expert with over 40 years of experience in financial and strategy leadership roles. Her area of expertise include SEC regulatory compliance, global finance and accounting, investor relations, technology transformations, acquisitions and divestitures, and asset management. |
Other Public Boards | Triton International
| Aebi Schmidt Group // 2026 Proxy Statement | 31 |
Other Public Boards | Triton International
| Vote Required | | | The affirmative vote of a majority of the shares voted at the Annual Meeting, by person or by proxy, is required to elect the director nominees named in this Proposal 5.1 to one-year terms expiring at the 2027 annual general meeting. In counting votes on this proposal, abstentions and broker non-votes will be counted as not voted and therefore will not affect the outcome of the election. Your Board recommends that you vote “FOR” the election of the director nominees named in this Proposal 5.1 to one-year terms expiring at the 2027 annual general meeting. | |
Other Public Boards | Triton International
| 32 | Aebi Schmidt Group // 2026 Proxy Statement |
Other Public Boards | Triton International
Proposal 5.2
Board of Directors
Board of Directors The Board proposes and recommends that the shareholders elect each of the director nominees, Andreas Rickenbacher, Patrick Schaub and Angela Freeman, individually, as members of the Compensation Committee until the 2027 annual general meeting.
Maximum Aggregate Board Compensation Proposal for the Period between the Annual Meeting and the 2027 Annual General Meeting
| | Chairman | All Other Directors | Total | | Board fees paid in cash | $135,000 | $865,000 | $1,000,000 | | Board fees paid in equity | $135,000 | $1,165,000 | $1,300,000 | | Total Fees | $270,000 | $2,030,000 | $2,300,000 |
Executive Compensation Philosophy and Objectives
| • | align the interests of management with those of shareholders to drive long-term shareholder value; |
Executive Compensation Philosophy and Objectives
| • | align management’s compensation with the achievement of the Company’s annual and long-term performance goals; |
Compensation Best Practices
| What We Don’t Do | | | | No Excise Tax Gross-Ups Upon Change-of-Control We do not provide for excise tax gross-ups on change-of-control payments. | | | No Hedging Transactions, Short Sales or Pledging Our policies prohibit all employees, including NEOs and directors, from engaging in hedging or short sales with respect to the Company’s stock and directors, and certain employees, including the NEOs, from pledging Company stock. | | | No Guaranty on Incentive Payouts No guaranteed minimum payout of annual or long-term performance awards. | | | No Severance Agreements In accordance with Swiss law, we do not have severance agreements with any of our NEOs that would require us to make cash payments upon termination of their employment. | | | No Post-Retirement Benefit Plans We do not have any post-retirement benefit plans that would provide post-retirement benefits to any of our NEOs. | | | No Cash Payments Upon Change of Control We do not have any separate change of control agreements that would obligate us to make any cash payments to the NEOs upon a change of control. |
Primary Elements of Compensation
| Component | Pay Element | Description | Objectives | | Base Salary | Cash | Generally based on position and performance. | Attract and retain qualified executives. | | Annual Incentive Compensation | Cash | Annual cash incentive payouts are capped at 195% of target and are based on achieving Group(1), segment (where applicable), and individual performance goals. | Drive profitability, growth, and achievement of strategy; individual goals help motivate executives to deliver on objectives specific to their areas of responsibility. | | Equity | Restricted Stock Awards | Certain executives were awarded equity grants in 2025. | Retention and alignment with shareholder interests. |
Annual Incentive Compensation Awards
Annual Incentive Compensation Awards The annual incentive compensation or bonus program provides an opportunity for our NEOs to earn an annual cash payment based upon achievement of key metrics that reflect the top priorities for business performance. The metrics are established annually to align with and help drive achievement of the long-term strategic plan of the Company. The metrics, weights, and associated performance targets are recommended by management and approved annually by the Committee. The individual bonus targets are expressed as a dollar amount, and the maximum bonus is 195% of target. There was no guaranteed minimum bonus payout level for 2025. The bonus targets are established by considering multiple factors, including the NEO’s position, a general assessment of the comparative market, and the intended mix of fixed versus variable compensation for each position.
Annual Incentive Compensation Awards
| Aebi Schmidt Group // 2026 Proxy Statement | 63 |
Annual Incentive Compensation Awards
For 2025, the bonus targets and maximum opportunities for our NEOs were as follows:
Annual Incentive Compensation Awards
| Named Executive Officer | 2025 Bonus Target | 2025 Bonus Maximum | | Barend Fruithof | $881,400 | $1,718,730 | | Marco Portmann(1) | 325,440 | 634,608 | | Thomas Schenkirsch | 101,700 | 198,315 | | Steffen Schewerda | 200,000 | 390,000 | | Henning Schröder | 107,350 | 209,333 | | Tim Tecklenburg | 124,300 | 242,385 |
Annual Incentive Compensation Awards
| (1) Mr. Portmann’s 2025 bonus target is prorated to reflect partial year employment. |
Annual Incentive Compensation Awards
In 2025, the bonus metrics were a combination of Group, segment, and individual goals and are detailed in the tables below. The Group level metrics are consistent for all plan participants and include metrics that are intended to drive capital efficiency, growth, and profitability. Each NEO also had metrics specific to their areas of responsibility, including segment financial metrics, strategic projects, people-related objectives, and certain Acquisition-related goals. The metrics and performance targets are established at the beginning of the year with approval by the Committee. Progress on the goals is reviewed during the year, and final performance is determined by the Committee following year-end. The 2025 bonus was determined as follows: In addition, there may be preconditions established that are required for the bonus to be paid. If the preconditions are not met, there is no bonus paid to any participant. In 2025, the following preconditions were established:
Annual Incentive Compensation Awards
| • | Minimum Earnings Before Interest and Taxes (“EBIT”) at the Group level of greater than 3%; and |
Annual Incentive Compensation Awards
| • | Compliance with all bank covenants. |
Annual Incentive Compensation Awards
The Committee retains the right to adjust the bonus awards, or grant discretionary cash bonuses, as it deems appropriate. In 2025, the Committee determined that certain individuals, including the NEOs, were critical for the successful business integration activities leading up to the Acquisition and driving value for the combined entity following the consummation of the Acquisition. To incentivize their retention and to reward successful performance, in March 2025, the Committee recommended and the Board approved an enhanced bonus opportunity (referred to as a retention component) for the NEOs that was dependent upon the Acquisition successfully closing and on the overall performance achieved, in addition to continued employment through the payment date. The retention component was also intended to help balance internal pay equity of the officers of the combined Company. The Committee considers 2025 an extraordinary year and does not anticipate broad use of discretionary awards in future years.
Annual Incentive Compensation Awards
| 64 | Aebi Schmidt Group // 2026 Proxy Statement |
2025 Bonus Performance Metrics and Results
2025 Bonus Performance Metrics and Results Below are the 2025 Group level metrics that applied to all plan participants, as well as the weighting and achievement for each.
Group Financial Metrics(1)
| Named Executive Officer | Segment and Individual Metrics | Group Weighted Achievement | Segment / Individual Weighted Achievement | Calculated Bonus | Calculated Amount | Retention Component | Total Bonus | | Barend Fruithof | Financial, strategic and operational projects, acquisition completion and synergy realization | 61% | 130% | 79% | $881,400 | $264,420 | $1,145,820 | | Marco Portmann | Financial acquisition-related consolidations and transition to US GAAP, investor relations strategy | 61% | 115% | 70% | $227,808 | $54,692 | $282,500 | | Thomas Schenkirsch | Strategic development projects, acquisition project lead, SG&A financials and synergy realizations | 61% | 117% | 71% | $72,207 | $131,193 | $203,400 | | Steffen Schewerda | North American financials, strategic projects, merger synergy realization and integrations | 61% | 92% | 56% | $112,000 | $188,000 | $300,000 | | Henning Schröder | Europe/ROW financials, strategic sales and product development, team development | 61% | 64% | 39% | $41,867 | $97,689 | $139,555 | | Tim Tecklenburg(1) | Acquisition-related projects, financial reporting enhancements, team development | - | - | - | - | - | - |
Group Financial Metrics(1)
| (1) Mr. Tecklenburg was not eligible to receive payment under the 2025 bonus program due to his resignation and departure. |
Other Cash Bonus Awards
Other Cash Bonus Awards Following the successful completion of the Acquisition, the Committee approved the following special cash bonus awards. These awards were in recognition of the significant and complex work that was required by these NEOs who were most involved during the time leading up to and immediately following the closing of the Acquisition. These awards were approved and paid in June 2025.
Other Cash Bonus Awards
| Named Executive Officer | Cash Bonus | | Barend Fruithof | $226,000 | | Thomas Schenkirsch | $113,000 | | Steffen Schewerda | $100,000 | | Tim Tecklenburg | $113,000 |
Long-Term Equity Awards
Long-Term Equity Awards In 2025, the Committee approved equity grants for the NEOs, as shown below and as detailed in the Grants of Plan-Based Awards table below. These grants are comprised solely of restricted stock awards (“RSAs”) that will generally vest in a single tranche after three years on June 30, 2028.
Long-Term Equity Awards
| Named Executive Officer | Shares Granted | Grant Date Fair Value(1) | Vesting Date | | Barend Fruithof | 30,000 | $309,656 | 6/30/2028 | | Marco Portmann | 15,000 | $154,828 | 6/30/2028 | | Thomas Schenkirsch | 30,000 | $309,656 | 6/30/2028 | | Steffen Schewerda | 50,000 | $563,852 | 6/30/2028 | | Henning Schröder | 20,000 | $206,438 | 6/30/2028 | | TimTecklenburg | - | - | - |
Long-Term Equity Awards
| (1) Amounts shown represent the grant date fair value of the awards calculated by multiplying the number of shares granted by the per share fair value as of the date of grant determined in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation” (subject to rounding). |
Long-Term Equity Awards
The purpose of these grants is to encourage retention as well as long-term investment in the Company by our executives, more closely align executive and shareholder interests, and reward the NEOs for building shareholder value. The Committee believes stock ownership by management and other employees is beneficial to all Company stakeholders. Elsewhere in this proxy statement we have proposed the Aebi Schmidt Equity Incentive Plan (the “Equity Plan”) for approval by our shareholders. We believe the implementation of the Equity Plan will enhance our ability to attract, motivate, and retain highly qualified executives and directors, help more closely align executive and shareholder interests, and reward our executives and other employees for building shareholder value. In future years, it is the Committee’s intention to provide a greater portion of total compensation in the form of long-term equity compensation, including performance-based equity compensation which is currently expected to be implemented in 2027 or 2028.
Long-Term Equity Awards
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Employment Agreements
Employment Agreements We have entered into employment agreements with Messrs. Fruithof, Portmann, Tecklenburg, Schewerda, Schenkirsch, and Schröder. These employment agreements describe and govern the general terms of the employment arrangement, including the work location, probationary period, general compensation arrangements, and notice period requirements. There is no guarantee of continued employment for any set period of time. For Mr. Fruithof, if his employment is terminated by the Company without cause, he is entitled to a 12-month notice period. For Messrs. Portmann, Tecklenburg, Schewerda, Schenkirsch, and Schröder, the notice period is 6 months. During the notice period, the NEO continues to receive base salary and most benefits. The details of the payments owed to each NEO during the notice period are included in the Potential Payments Upon Termination or Change in Control table below. The employment agreements do not provide for any of the following: payments upon a change in control, severance payments, excise tax gross-ups, multi-year guarantees for salary increases or non-performance based awards (cash or equity).
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information concerning compensation for our NEOs for the fiscal years ended December 31, 2025 and 2024, as applicable:
2025 Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Barend Fruithof(7) Group Chief Executive Officer | 2025 | $1,005,022 | $226,000 | $309,656 | $1,145,820 | $162,243 | $2,848,741 | | | 2024 | 864,307 | — | — | 678,420 | 158,510 | 1,701,237 | | Marco Portmann Group Chief Financial Officer | 2025 | $322,684 | $— | $154,828 | $282,500 | $82,862 | $842,874 | | Thomas Schenkirsch Chief Group Services and Deputy Group CEO | 2025 | $384,216 | $113,000 | $309,656 | $203,400 | $63,308 | $1,073,580 | | | 2024 | 294,027 | — | — | 101,763 | 56,883 | 452,673 | | Steffen Schewerda CEO North America and President Vehicle Solutions | 2025 | $454,167 | $100,000 | $563,852 | $300,000 | $35,861 | $1,453,880 | | | 2024 | 366,665 | — | — | 450,000 | 27,702 | 844,367 | | Henning Schröder CEO Europe and Rest of World | 2025 | $327,204 | $— | $206,438 | $139,555 | $69,083 | $742,280 | | Tim Tecklenburg Former Chief Financial Officer | 2025 | $188,339 | $113,000 | $— | $— | $41,743 | $343,082 |
2025 Summary Compensation Table
| (1) Messrs. Fruithof, Portmann, Schenkirsch, Schröder, and Tecklenburg are paid in Swiss Francs. Their 2025 compensation as reported in this CD&A has been converted to US Dollars using the 2025 average conversion rate of 1 Swiss Franc = 1.13 US Dollars. Where reported, the 2024 compensation was converted to US Dollars using the conversion rate of 1 Swiss Franc = 1.1307 US Dollars. |
2025 Summary Compensation Table
| (2) The salary amounts for 2025 reflect the total base wages paid to each NEO in 2025. |
2025 Summary Compensation Table
| (3) The amounts in this column for 2025 are recognition bonus payments for the significant work and accomplishment related to the closing of the Acquisition of The Shyft Group. See “Other 2025 Cash Bonus Awards”. |
2025 Summary Compensation Table
| (4) Amounts shown in this column represent the grant date fair value of stock awards noted in the Grants of Plan-Based Awards table below. The fair values were determined in accordance with the FASB ASC Topic 718, “Stock Compensation.”. For information regarding the valuation assumptions for the 2025 awards, see Note 13 – Stock Based Compensation to the Consolidated Financial Statements for the year ended December 31, 2025. |
2025 Summary Compensation Table
| (5) Amounts shown in this column for 2025 represent the 2025 annual cash bonuses paid to our NEOs under the bonus plan as described above in the “Annual Incentive Compensation Awards” section. |
2025 Summary Compensation Table
| (6) The 2025 amounts reported in this column consist of the following: |
2025 Summary Compensation Table
| Name | Retirement Contributions | Group Term Life Insurance | Executive Accident and Illness Insurance | Auto Allowance | Total | | Barend Fruithof | $136,992 | $— | $8,979 | $16,272 | $162,243 | | Marco Portmann | 74,219 | — | 6,409 | 2,234 | 82,862 | | Thomas Schenkirsch | 52,294 | — | 8,979 | 2,034 | 63,308 | | Steffen Schewerda | 10,875 | 1,464 | — | 23,522 | 35,861 | | Henning Schröder | 51,561 | — | 8,979 | 8,543 | 69,083 | | Tim Tecklenburg | 32,115 | — | 5,986 | 3,643 | 41,743 |
2025 Summary Compensation Table
| (7) Compensation for Mr. Fruithof in this table and throughout the CD&A reflects his CEO compensation. Please see the Director Compensation section for details of his director fees. |
2025 Summary Compensation Table
| Aebi Schmidt Group // 2026 Proxy Statement | 69 |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table provides information concerning each plan-based award granted to the NEOs in the last completed fiscal year.
2025 Grants of Plan-Based Awards
| Name | Award / Grant Type | Approval Date | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Barend Fruithof | AIC | — | — | $— | $881,400 | $1,718,730 | — | — | | | RSA | 6/23/2025 | 6/24/2025 | — | — | — | 30,000 | $309,656 | | Marco Portmann | AIC | — | — | — | 325,440 | 634,608 | — | — | | | RSA | 6/23/2025 | 6/24/2025 | — | — | — | 15,000 | 154,828 | | Thomas Schenkirsch | AIC | — | — | — | 101,700 | 198,315 | — | — | | | RSA | 6/23/2025 | 6/24/2025 | — | — | — | 30,000 | 309,656 | | Steffen Schewerda | AIC | — | — | — | 200,000 | 390,000 | — | — | | | RSA | 6/23/2025 | 6/24/2025 | — | — | — | 50,000 | 563,852 | | Henning Schröder | AIC | — | — | — | 107,350 | 209,333 | — | — | | | RSA | 6/23/2025 | 6/24/2025 | — | — | — | 20,000 | 206,438 | | Tim Tecklenburg | AIC | — | — | — | 124,300 | 242,385 | — | — |
2025 Grants of Plan-Based Awards
| (1) The amounts reported in these columns represent the target and maximum award opportunity under the 2025 annual incentive plan. The plan does not provide a minimum or threshold award level above $0. These awards were payable based on various objectives achieved during 2025, as described under the “2025 Annual Incentive Compensation Awards” section above. In March 2026, the actual amounts payable to the NEOs pursuant to these awards were determined and paid as reflected in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table above. |
2025 Grants of Plan-Based Awards
| (2) These are the RSAs granted to each NEO in 2025, as discussed under the “Long-Term Equity Awards” section above. The RSAs will generally vest on June 30, 2028. |
2025 Grants of Plan-Based Awards
| (3) Amounts reported in this column represent the aggregate grant date fair value of the equity-based awards and were computed in accordance with FASB ASC Topic 718. |
2025 Grants of Plan-Based Awards
The Company provided the compensation set forth in the 2025 Summary Compensation Table and the 2025 Grants of Plan Based Awards table pursuant to the philosophy, procedures, and practices as described in the “Compensation Discussion and Analysis” section above. Equity grants made in 2025 are described more fully in the “Long-Term Equity” section of this proxy statement. More information concerning the base salaries and incentive compensation in proportion to total compensation for NEOs is provided above under the “Compensation Framework” section of this proxy statement. More information concerning the terms of the NEOs’ employment agreements is provided under the section entitled “Employment Agreements” above.
2025 Grants of Plan-Based Awards
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Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Barend Fruithof | 30,000 | $379,500 | | Marco Portmann | 15,000 | 189,750 | | Thomas Schenkirsch | 30,000 | 379,500 | | Steffen Schewerda | 50,000 | 632,500 | | Henning Schröder | 20,000 | 253,000 | | Tim Tecklenburg | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) This column reports the total number of shares underlying outstanding RSAs that had not vested as of December 31, 2025. These RSAs were granted on June 24, 2025 and will generally vest on June 30, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) The market value of shares or units that have not vested is determined by multiplying the closing market price of the Company’s common stock as of December 31, 2025 ($12.65) by the number of unvested shares or units. |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 None of our NEOs had equity award exercise events or stock vesting events during 2025.
Option Exercises and Stock Vested in 2025
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Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table summarizes the payments and benefits payable to the Company’s NEOs upon a hypothetical termination of their employment on December 31, 2025, in connection with each of the triggering events set forth in the table. The closing market price of the Company’s common stock was $12.65 on December 31, 2025. Upon voluntary resignation or termination for cause, no payments are due to any NEO.
Potential Payments Upon Termination or Change in Control
| Name | Termination without Cause(1) | Retirement | Death or Permanent Disability | | Barend Fruithof | | | | | Base Salary | $1,017,000 | $— | $— | | Bonus | 1,145,820 | 1,145,820 | — | | Equity | 379,500 | 379,500 | 379,500 | | Benefits | 25,251 | — | — | | Total | $2,567,571 | $1,525,320 | $379,500 | | Marco Portmann | | | | | Base Salary | $226,000 | $— | $— | | Bonus | 282,500 | 282,500 | — | | Equity | 189,750 | 189,750 | 189,750 | | Benefits | 4,322 | — | — | | Total | $702,572 | $472,250 | $189,750 | | Thomas Schenkirsch | | | | | Base Salary | $226,000 | $— | $— | | Bonus | 203,400 | 203,400 | — | | Equity | 379,500 | 379,500 | 379,500 | | Benefits | 5,507 | — | — | | Total | $814,407 | $582,900 | $379,500 | | Steffen Schewerda | | | | | Base Salary | $275,000 | $— | $— | | Bonus | 300,000 | 300,000 | — | | Equity | 632,500 | 632,500 | 632,500 | | Benefits | 24,253 | — | — | | Total | $1,231,753 | $932,500 | $632,500 | | Henning Schröder | | | | | Base Salary | $169,500 | $— | $— | | Bonus | 139,555 | 139,555 | — | | Equity | 253,000 | 253,000 | 253,000 | | Benefits | 8,761 | — | — | | Total | $570,816 | $392,555 | $253,000 |
Potential Payments Upon Termination or Change in Control
| (1) In the event of Termination without Cause, NEOs would be paid the compensation and benefits shown in the table during their applicable notice period, as described in the “Employment Agreements” section above. The NEO may or may not continue working during the notice period, as required by the Company. There is no difference in the benefits if the Termination Without Cause follows a Change in Control event. |
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
Payments owed to an NEO upon a termination that occurs after December 31, 2025 would be governed by the terms of any employment agreements as described in the Employment Agreements section above, applicable plan documents, and company policies in effect at the time of the actual termination.
Director Compensation
Director Compensation Compensation for the Board of Directors is established by the full Board. Directors are paid annual Chairman and Director fees, as well as supplemental fees for serving as a Committee Chair or Committee Member, and/or as Vice Chairman, as shown below.
Director Compensation
| Board Fees | Annual | | Chairman | $270,000 | | Director | 185,000 |
Director Compensation
| Supplemental Fees | Annual | | Vice Chairman | $15,000 | | Audit Chair | 20,000 | | HRCC Chair | 15,000 | | GSC Chair | 15,000 | | Committee Member | 3,000 |
Director Compensation
The following table provides the compensation that was paid to the Directors in 2025, which was comprised entirely of cash fees. There were no additional perquisites or benefits provided to Directors in 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash(1) | Stock Awards ($) | Total Compensation | | James Sharman | $67,500 | $— | $67,500 | | Barend Fruithof(2) | 50,000 | — | 50,000 | | Patrick Schaub | 165,000 | — | 165,000 | | Andreas Rickenbacher | 177,875 | — | 177,875 | | Paul Mascarenas | 50,000 | — | 50,000 | | Angela Freeman | 47,000 | — | 47,000 | | Michael Dinkins | 47,000 | — | 47,000 | | Terri Pizzuto | 47,000 | — | 47,000 | | Daniela Spuhler | 152,188 | — | 152,188 | | Peter Spuhler | 201,625 | — | 201,625 | | Martin Ritter | 138,063 | — | 138,063 | | Friedrich Büttiker | 105,938 | — | 105,938 | | Peter Muri | 120,063 | — | 120,063 |
Director Compensation
| (1) Board fees paid prior to July 1, 2025 which were paid in Swiss Francs have been converted to US Dollars using the 2025 average exchange rate of 1.13. Board fees paid on or after July 1, 2025 were paid in US Dollars. |
Director Compensation
| (2) Compensation shown in this table for Mr. Fruithof reflects only the fees paid for his work as a director. Please see the Summary Compensation Table and other sections of the CD&A for details of his CEO compensation. |
Director Compensation
Messrs. Schaub, Rickenbacher, Spuhler and Ritter, and Ms. Spuhler served on the Board for all of 2025. Messrs. Sharman, Fruithof, Mascarenas and Dinkins, and Mses. Freeman and Pizzuto joined the Board on July 1, 2025. Mr. Buttiker and Mr. Muri served as Directors until June 30, 2025, at which time their service on the Board ended. Fees paid in 2025 were prorated based on the partial year of service where applicable.
Director Compensation
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Director Compensation
In future years, Director fees will be paid 50% in cash and 50% in restricted shares. Cash payments are made quarterly. Shares will be granted once per year after the annual general meeting and will be restricted for 3 years.
Pay Versus Performance
Pay Versus Performance The following information has been prepared in accordance with the SEC’s pay versus performance (“PvP”) disclosure requirements under Item 402(v) of Regulation S-K for fiscal year 2025 (a “Covered Year”). The Committee has implemented an executive compensation program that is intended to link a substantial portion of our NEOs’ total compensation to the achievement of various short- and long-term financial and operational metrics, and to be aligned with shareholder value. The Committee does not consider the Compensation Actually Paid (“CAP”) metric as a basis for making compensation decisions. We invite you to refer to the CD&A for details on how we align pay with performance, and how the Committee approaches designing our executive compensation program.
2025 Pay Versus Performance
2025 Pay Versus Performance
2025 Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Total Shareholder Return(6) | Peer Group Total Shareholder Return(7) | Net Income (000s)(8) | Operating EBIT as a % of Net Sales(9) | | 2025 | $2,848,741 | $2,918,585 | $891,139 | $1,007,872 | $93 | $120 | $9,706 | 5.9% |
2025 Pay Versus Performance
| (1) Indicates the Covered Year. |
2025 Pay Versus Performance
| (2) Contains the Total Compensation from the 2025 Summary Compensation Table (“SCT”) for Mr. Fruithof, who served as our Principal Executive Officer (“PEO”) in 2025. |
2025 Pay Versus Performance
| (3) The “Compensation Actually Paid to PEO” for Mr. Fruithof reflects the Total Compensation from the 2025 Summary Compensation Table, adjusted per the table below in accordance with the SEC rules for calculating CAP. |
2025 Pay Versus Performance
| Compensation Actually Paid to PEO | 2025 | | SCT Total Compensation ($) | $2,848,741 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (309,656) | | Plus: Covered Year-End Fair Value for Stock and Option Awards Granted in and Outstanding at the End of the Covered Year ($) | 379,500 | | Plus/Minus: Change in Fair Value (From Prior Year-End to Covered Year-End) of Outstanding Unvested Stock and Option Awards Granted Prior to the Covered Year ($) | 0 | | Plus/Minus: Change in Fair Value (From Prior Year-End to Vesting Date) of Stock and Option Awards Granted Prior to the Covered Year that Vested in the Covered Year ($) | 0 | | Compensation Actually Paid ($) | $2,918,585 |
2025 Pay Versus Performance
| (4) Contains the average Total Compensation of the NEOs other than the PEO from the 2025 Summary Compensation Table in the proxy statement for Covered Year shown in the table. The following Non-PEO NEOs are included in the average figures shown for 2025: |
2025 Pay Versus Performance
Marco Portmann, Thomas Schenkirsch, Steffen Schewerda, Henning Schröder, and Tim Tecklenburg.
2025 Pay Versus Performance
| 76 | Aebi Schmidt Group // 2026 Proxy Statement |
2025 Pay Versus Performance
| (5) The “Average Compensation Actually Paid to Non-PEO NEOs” for the Covered Years reflects the average of the Non-PEO NEOs’ Total Compensation from the 2025 Summary Compensation Table, adjusted per the table below in accordance with the SEC rules for calculating the CAP. |
2025 Pay Versus Performance
| Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | SCT Total Compensation ($) | $891,139 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (246,955) | | Plus: Covered Year-End Fair Value for Stock and Option Awards Granted in and Outstanding at the End of the Covered Year ($) | 363,688 | | Plus/Minus: Change in Fair Value (From Prior Year-End to Covered Year-End) of Outstanding Unvested Stock and Option Awards Granted Prior to the Covered Year ($) | 0 | | Plus/Minus: Change in Fair Value (From Prior Year-End to Vesting Date) of Stock and Option Awards Granted Prior to the Covered Year that Vested in the Covered Year ($) | 0 | | Compensation Actually Paid ($) | $1,007,872 |
2025 Pay Versus Performance
| (6) The Total Shareholder Return (“TSR”) assumes an initial investment of $100 in Aebi Schmidt stock on July 1, 2025 and shows the resulting cumulative TSR through December 31, 2025 (assuming reinvestment of any dividends). |
2025 Pay Versus Performance
| (7) The Peer Group TSR assumes an initial investment of $100 in the Dow Jones Commercial Trucks and Vehicles Total Stock Market Index on July 1, 2025 and shows the resulting cumulative TSR through December 31, 2025 (assuming reinvestment of any dividends). |
2025 Pay Versus Performance
| (8) Reflects the Company’s Net Income for 2025 as disclosed in the Company’s Consolidated Income Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |
2025 Pay Versus Performance
| (9) The Company-Selected Measure is Operating EBIT as a Percent of Net Sales, which is a non-GAAP financial measure defined as operating income less interest and taxes, divided by net sales and multiplied by 100. |
2025 Pay Versus Performance
We selected Operating EBIT as a Percent of Net Sales as our most important performance measure used to link NEO CAP (as described above) and Company performance in 2025 because it was viewed as the primary indicator of the performance of the business and carried the greatest weight in the annual bonus plan. Listed below are the metrics we believe are the most important financial performance measures we used to link Compensation Actually Paid for 2025 (as described above) to Company performance for 2025. Operating EBIT as a Percent of Net Sales Net Working Capital Turnover Order Intake Percent versus Prior Year Adjusted EBITDA
2025 Pay Versus Performance
| Aebi Schmidt Group // 2026 Proxy Statement | 77 |
2025 Pay Versus Performance
Relationship between Pay and Performance The graphs below show the relationship between the CAP, as described above, for the PEO and the Non-PEO NEOs (on average) to (1) the Company’s TSR and that of the Peer Group, (2) the Company’s Net Income, and (3) the Company’s Operating EBIT as a Percent of Net Sales, for 2025.
2025 Pay Versus Performance
| 78 | Aebi Schmidt Group // 2026 Proxy Statement |
2025 Pay Versus Performance
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